SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                            FORM 10-K

          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended                  Commission file number
    January 1, 2000                                 1-3246

                       Bell & Howell Company
       (Exact Name of Registrant as Specified in its Charter)

           Delaware                                36-3580106
(State or Other Jurisdiction of                 (I.R.S. Employer
 Incorporation or Organization)               Identification No.)

5215 Old Orchard Road, Skokie, Illinois               60077-1076
(Address of Principal Executive Offices)              (Zip Code)

Registrant's telephone number, including area code (847) 470-7100

Securities registered pursuant to Section 12(b) of the Act:

                                          Name of each exchange
   Title of each class                     on which registered
   -------------------                   -----------------------
   Common Stock, $.001                   New York Stock Exchange
   par value per share

 Securities registered pursuant to Section 12(g) of the Act:

                             None

     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
<PAGE>
     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.  X

     The aggregate market value of the Registrant's voting stock held by
non-affiliates (based upon the per share closing price of $32 on March 10,
2000, and for purposes of this calculation only, the assumption that all
Registrant's directors and executive officers are affiliates) was
approximately $724 million.

    The number of shares of the Registrant's Common Stock, $.001 par value,
outstanding as of March 10, 2000 was 23,679,405.

              Documents Incorporated By Reference
              -----------------------------------
(1) Portions of the Registrant's Proxy Statement related to the 2000 Annual
Meeting of Stockholders, to be filed subsequent to the date hereof - Part
III.

<PAGE>
                            TABLE OF CONTENTS

PART I                                                     Page
------                                                     ----
 Item   1.   Business .....................................  1
 Item   2.   Properties ...................................  7
 Item   3.   Legal Proceedings ............................  8
 Item   4.   Submission of Matters to a Vote of
              Security Holders ............................  8
             Executive Officers and Directors .............  9

PART II

 Item   5.   Market for Registrant's Common Equity
              and Related Stockholder Matters ............. 13
 Item   6.   Selected Consolidated Financial and
              Operating Data .............................. 14
 Item   7.   Management's Discussion and Analysis of
              Financial Condition and Results of
              Operations .................................. 16
 Item  7a.   Quantitative and Qualitative Disclosures About
              Market Risk ................................. 26
 Item   8.   Financial Statements and Supplementary Data .. 26
 Item   9.   Changes in and Disagreements with Accountants
              on Accounting and Financial Disclosure ...... 54

PART III

 Item  10.   Directors and Executive Officers of
              the Registrant .............................. 54
 Item  11.   Executive Compensation ....................... 54
 Item  12.   Security Ownership of Certain Beneficial
              Owners and Management ....................... 54
 Item  13.   Certain Relationships and Related
              Transactions ................................ 54

SIGNATURE PAGE ............................................ 55

PART IV

 Item  14.   Exhibits, Financial Statement Schedules,
              and Reports on Form 8-K ..................... 56

EXHIBITS

<PAGE>
                     Bell & Howell Company

Item 1. Business
------  --------

     Bell & Howell Company and its subsidiaries (collectively, the
"Company") is a leading global information solutions and services provider.
In each of its businesses, the Company transforms information through
software and services, helping its customers operate more effectively and
efficiently.  Within its three business segments, Information Access, Mail
and Messaging Technologies and Imaging, the Company focuses on well-defined
market niches where it is or can become the leader, with an emphasis on
adding value to information through software, and on providing world class
service and support to create strong recurring revenue streams. Within its
Information Access segment, Bell & Howell develops and markets information
services and systems that are focused on the needs of its customers in
select vertical niches, including libraries of all kinds (government,
college/university, corporate and public) and transportation and vehicle
dealers.  Within its Mail and Messaging Technologies segment, the Company
develops and markets a complete range of high volume mail processing
systems and services, which utilize the Company's proprietary (nonetheless,
open standards-based) software to expand the capabilities and improve the
efficiency and effectiveness of customers' mailing operations.  Within its
Imaging segment, the Company develops and markets imaging systems and
components, including maintenance and other value-added services, that
enable its customers to effectively file and access their documents and
records, with a focus on financial institutions, governmental agencies and
other paper intensive industries.

Information Access
------------------

     Information Access' unique databases, proprietary access tools,
value-added services, and software applications are designed to meet
customers' increasing information needs, which have evolved well beyond the
mere availability of information.  Customers' demands for more efficient
and effective access to relevant data for specific information requirements
are being driven by their needs to reduce search time and cost while
performing more focused yet comprehensive searches.  The Company's
Information and Learning business and Publishing Services business, which
together comprise Bell & Howell's Information Access segment, provide
solutions to these customer needs.


                               -1-
<PAGE>
     Information and Learning.  The Company's Information and Learning
business is the world's leading value-add aggregator and integrator of
information and learning applications from periodicals and newspapers,
dissertations, out-of-print books and other scholarly collections.  This
information can be accessed via the internet, in other electronic media,
such as CD-ROM and magnetic tape, or on microfilm and paper.  The Company
aggregates the works of publishers and authors, adds value through the
creation of proprietary abstracts and indices, software, editorial process,
as well as by creating thematic collections and learning applications for
easy access by its library customers, students, professors, and life-long
learners.
The Company's comprehensive database, which was enhanced by the acquisition
in the fourth quarter fiscal 1999 of Chadwyck-Healey (a leading provider of
humanities and social science reference and research publications for the
academic, professional and library markets), consists of over 20,000
periodical titles, 7,000 newspaper titles, as well as its unique content
base including 1.5 million dissertations, 390,000 out-of-print books, 550
research collections, and over 15 million proprietary abstracts for
on-line/other electronic retrieval.  This content is primarily
English-language based but also includes content in German and Spanish.
The ability to provide its customers with the full image as originally
published distinguishes the Company from other information providers which
typically store and provide information in a text-only format, omitting
essential charts, graphs, pictures and other images.  Furthermore, the
Company distinguishes itself by providing content that has been enhanced by
the Company's rigorous editorial process and made robust by software and
learning applications that yield more relevant search results.  Customers
include libraries and information centers, colleges and universities,
public, corporate and government libraries as well as a number of well
known information providers that resell the Company's electronic content
primarily within the corporate desktop user market.

     In December 1999, the Company combined its kindergarten through
twelfth grade ("K-12") internet business with the K-12 internet business
from Infonautics, Inc. to form bigchalk.com.  Subsequent to venture capital
financing in January 2000, the Company owns approximately 45% of
bigchalk.com.  Bigchalk.com develops and markets products and services for
research, curriculum integration, assessment, peer collaboration,
professional development, online community, and e-commerce for teachers,
students, parents, librarians and school administrators in the K-12
educational community.


                               -2-
<PAGE>
     Publishing Services.  The Company's Publishing Services business is a
leading provider of turnkey systems (including software, information
updates, service as well as hardware) used to manage the parts area of
automotive dealerships and to provide total information systems for
powersports (motorcycle and marine) and recreational vehicle dealerships.

     The Company's automotive customer base consists principally of
franchised dealerships, including General Motors, Chrysler, Ford, Mercedes
Benz, Toyota, Lexus, Land Rover, Porsche, Honda, Nissan, Volvo, Isuzu,
Subaru, Hyundai, Kia, Suzuki, and Western Star.  For its automotive
customers, the Company creates and markets turnkey systems in 17 languages
consisting primarily of electronic parts catalogs which allow automotive
dealerships to electronically access manufacturers' proprietary technical
documentation (such as parts catalogs, parts and service bulletins and
other reference materials) and to interface with other important
information systems (such as inventory management and billing) within the
dealership.  In addition, the Company provides complete dealer management
systems and electronic parts catalogs to powersports and recreational
vehicle dealerships.  Similar to automotive, the Company provides
dealerships access to proprietary technical documentation for most major
motorcycle manufacturers, including Harley Davidson, Honda, Suzuki, Yamaha,
Kawasaki, Triumph, BMW, KTM and Ducati as well as the major marine
manufacturers, including Mercury (Brunswick), Outboard Marine, Yamaha and
Volvo-Penta.  In the first quarter of fiscal 1999, the Company acquired
Alison Associates, Inc. which provides performance database products to
automotive and powersports manufacturers/dealers.

     Furthermore, the Company develops and markets early-stage
e-commerce, advertising, sponsorship, news, e-mail, chat, forums and other
community applications for its automotive and powersports customers,
including its MotorcycleWorld.com destination.

Mail and Messaging Technologies
-------------------------------

     The Company's Mail and Messaging Technologies business is the leading
provider of systems and services to high volume mailers. These systems,
which increasingly utilize proprietary (nonetheless, open standards-based)
software, automatically perform a broad range of mail processing functions,
from collating, cutting, bursting, folding and inserting documents (at
cycle speeds ranging up to 18,000 envelopes per hour) to optical scanning,
encoding and sorting of envelopes (at speeds up to 36,000 envelopes per
hour).  These software-driven systems allow customers to more efficiently
manage mailroom operations as well as convert routine mailings (such as
invoices or statements) into


                               -3-
<PAGE>
targeted communication and marketing programs by customizing the invoice or
statement and including promotional inserts based on specific customer
profiles.  Customers include financial institutions, insurance companies,
utilities, service bureaus, credit card companies, direct mail marketers
and other companies which generate high volumes of mail.  After-market
service and support are an important feature of the comprehensive solutions
provided to the Company's customers, and are a competitive differentiator
for Bell & Howell, with software and service revenues representing 50% of
the net sales of this segment in fiscal 1999.

Imaging
-------

     Bell & Howell's Imaging business is one of the leading providers of
imaging systems and components which convert documents into electronic
format.  The Company develops, integrates and distributes non-paper based
systems and components that enable users to efficiently file and access
their documents and records.  These systems and components are customized
to the needs of select vertical markets, such as financial institutions and
governmental agencies, in order to provide better customer service, enhance
productivity, minimize storage costs and ensure the security and integrity
of their records.  These systems, which utilize electronic or microfilm
technology, consist of the software, hardware, accessories and supplies to
capture, enhance, duplicate, store, index and retrieve a customer's data
and documents.  Products include a full line of computer-aided electronic
and microfilm retrieval systems and components, as well as other
accessories and supplies.  Within this segment as well, after-market
service and support are an important feature of the comprehensive solutions
provided to the Company's customers.  In addition, the Company is
increasingly servicing other manufacturers' electronic imaging systems and
components through its global network of certified technicians.  In fiscal
1999, service revenues represented 50% of the net sales in this segment.

     Financial information for each of the Company's business segments and
operations by geographic area is contained in Note 2 to the Consolidated
Financial Statements.

Methods of Distribution

     Because of the diverse nature of its products, the Company utilizes
several different methods of distribution.  Products are sold primarily
through direct sales forces which are supported or supplemented by
telemarketing, with agents and distributors utilized in selected geographic
markets.


                               -4-
<PAGE>
Patents and Licenses

     The Company owns a substantial number of patents and patent rights,
but it does not consider any one patent or group of patents owned by it, or
under which it is licensed, to be material to any of the Company's business
segments.  Royalty income received from licensees is not material.

Seasonality

     Although the Company in general is not affected by seasonal
fluctuations, the buying patterns and funding availability for
certain of its customers cause sales, profitability and cash flow to be
higher in the fourth quarter of the year.  Due to this seasonal factor, the
Company maintains a revolving credit facility to fund interim cash
requirements.

Competition

     The markets in which the products of the Company are sold are highly
competitive and, in certain instances, include competitors with
substantially greater financial and other resources.

Government Regulations

     The Company is subject to various federal, state, local and foreign
environmental laws and regulations limiting the discharge, storage, handling
and disposal of a variety of substances.  The
Company's operations are also governed by laws and regulations relating to
equal employment opportunity, workplace safety and worker health, including
the Occupational Safety and Health Act and regulations thereunder.  The
Company believes that it has complied in all material respects with applicable
laws and regulations, and that future compliance will not have a material
adverse effect upon the consolidated operations or financial condition of the
Company.

Financing Subsidiary

     The Company's financing subsidiary, Bell & Howell Financial Services
Company, along with its special purpose subsidiary (collectively, "BHFS"),
provides lease financing for the Company's customers.  BHFS finances its
leases on a stand-alone basis through separate financing arrangements.  In
fiscal 1999, net interest income earned at BHFS was $10.8 million.


                               -5-
<PAGE>
Promotional Activities

     The Company conducts a comprehensive marketing program, including
advertising, promotional materials, direct mail and telemarketing.  The
Company also participates frequently in industry trade shows which increase
customer awareness of Bell & Howell products and services.  The Company
regards its customer service and support organization as an integral part
of its marketing strategy.  Technical support and product development
employees frequently participate in sales calls and product demonstrations.

Sources and Availability of Raw Materials

     The Company purchases a significant amount of microfilm from two
vendors for its Information Access and Imaging business segments.  Other
materials, including electronic components, are purchased from a number of
suppliers.  Management believes that alternate sources of supply are
available for substantially all raw materials and components.  The Company
believes that it currently has an adequate supply of raw materials and
component parts to meet its manufacturing requirements, and that the loss
of any one of its suppliers would not have a material adverse effect on the
Company.

Backlog

     Except in its Mail and Messaging Technologies segment, which includes
customized products and assembly of complex mail processing systems, the
Company fills substantially all customer orders within 30 days.  In the
Mail and Messaging Technologies segment, backlog at the end of fiscal 1999
totaled $45.4 million as compared to $78.6 million at the end of fiscal
1998.

Major Customers

     The Company is not dependent upon any one customer or a few customers,
the loss of which would have a material adverse effect on the Company's
businesses.  In fiscal 1999, no single customer
accounted for 5% or more of the consolidated net sales of the Company.

Research and Development Expenses

     The amounts charged to the Company's earnings for research and
development expense in fiscal 1999, 1998 and 1997 were $37.6 million, $37.9
million and $38.3 million, respectively.  New product offerings resulting
from the Company's research and development efforts served to offset
declines in certain other product lines, as the Company continually seeks
to take advantage


                               -6-
<PAGE>
of new product/technology opportunities (with an increased emphasis on
internet capabilities and software solutions) in each of its businesses.
The Company's research and development expenditures include expenses
primarily for database and software development, information delivery
systems, and other electronic devices for the Information Access and
Imaging segments, as well as for new mail processing systems that are more
electronic and software driven and stand-alone software solutions for the
Mail and Messaging Technologies segment.

Employees

     At the end of fiscal 1999, the Company had 6,352 employees.
Approximately 270 employees located at the Company's Allentown,
Pennsylvania facility are represented by a labor union pursuant
to an agreement effective January 1, 1997 between Bell & Howell
Mail Processing Systems Company and IMMCO Employees Association, which
expires on May 31, 2001.  Management believes that its relations with its
employees are good.


Item 2.  Properties.
-------------------

     Bell & Howell's principal administrative office is located in Skokie,
Illinois.  The office space has been leased through 2009.  The following
table provides certain summary information in square feet with respect to
the production and development facilities that the Company owns or leases
in connection with its businesses:
<TABLE>
<CAPTION>

                                                       Owned    Leased     Total
                                                      -------   -------  ---------
        <S>                                           <C>       <C>      <C>
        Information Access .......................    284,000   266,000    550,000
        Mail and Messaging Technologies ..........    321,000   413,000    734,000
        Imaging ..................................      6,000   177,000    183,000
                                                      -------   -------  ---------
                                                      611,000   856,000  1,467,000
                                                      =======   =======  =========
</TABLE>
     Bell & Howell also leases facilities in the United States, Canada,
France, United Kingdom, Germany, The Netherlands, Japan, Singapore,
Switzerland and Austria for sales, service and warehouse space.  The
termination of any one of the leases, some of which are long-term, would
not significantly affect the Company's operations.

     The Company deems the buildings, machinery and equipment used in its
operations (whether owned or leased), generally to be in good condition and
adequate for the purposes for which they are used.


                               -7-
<PAGE>
Item 3.  Legal Proceedings.
------   -----------------

     The Company is involved in various legal proceedings incidental to its
business.   Management believes that the outcome of such proceedings will
not have a material adverse effect upon the consolidated operations or
financial condition of the Company.


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

     None.



                               -8-
<PAGE>
Executive Officers and Directors

     The following table sets forth the names, ages and positions held by
the directors and executive officers of the Company:

Name                       Age      Positions at the Company
--------------------       ---      ------------------------

James P. Roemer             52      Chairman of the Board,
                                    President and Chief Executive
                                    Officer

Nils A. Johansson           51      Director, Executive Vice
                                    President and Chief Financial
                                    Officer

David Bonderman             57      Director

David G. Brown              43      Director

J. Taylor Crandall          46      Director

Daniel L. Doctoroff         41      Director

William E. Oberndorf        46      Director

Gary L. Roubos              63      Director

John H. Scully              55      Director

William J. White            61      Director

Todd W. Buchardt            40      Secretary and General Counsel

Howard S. Cohen             53      Executive Vice President

Michael A. Dering           48      President and Chief Executive
                                    Officer of Bell & Howell
                                    Mail and Messaging Technologies

Stuart T. Lieberman         48      Vice President, Finance and
                                    Chief Accounting Officer

Dwight A. Mater             42      Vice President, Investor
                                    Relations and Business
                                    Development

Wayne E. Mickiewicz         48      President and Chief Executive
                                    Officer of Bell & Howell
                                    Publishing Services

Joseph P. Reynolds          50      President and Chief Executive
                                    Officer of Bell & Howell
                                    Information and Learning

Maria T. Rubly              45      Vice President, Human Resources


                               -9-
<PAGE>
The business experience and certain other information relating to each
director and executive officer of the Company is set forth below:

     James P. Roemer has been Chairman of the Board since January 1998 and
has been a Director of the Company since February 1995. In February 1997 he
was elected President and Chief Executive Officer of the Company.  From
February 1995 to February 1997 he served as President and Chief Operating
Officer of the Company.  Prior to that, he served as President and Chief
Executive Officer of Bell & Howell Information and Learning Company from
January 1994 to June 1995.  Mr. Roemer joined Bell & Howell as Vice
President and Bell & Howell Publishing Services Company as President and
Chief Operating Officer in October 1991 and was promoted to President and
Chief Executive Officer of Publishing Services Company in September 1993.
Prior to joining Bell & Howell, Mr. Roemer was President of the Michie
Group, Mead Data Central from December 1989 to October 1991.  From January
1982 to December 1989 he was Vice President and General Manager of Lexis,
an on-line information service.  From April 1981 to December 1982 he served
as acting President of Mead Data Central.

     Nils A. Johansson has been a Director of the Company since April 1990.
 Since January 1994, he has held the office of Executive Vice President and
Chief Financial Officer of the Company.  Mr. Johansson served as Senior
Vice President, Finance and Chief Financial Officer of the Company from
January 1992 to January 1994.  From May 1989 to December 1991, he was Vice
President, Finance, Treasurer and Chief Financial Officer of the Company.
From February 1981 to May 1989 he held various executive positions with
Bell & Howell, including Corporate Treasurer, and positions in financial
planning, analysis and control, as well as business development.

     David Bonderman has been a Director of the Company since December
1987.  He has been the Managing General Partner of Texas Pacific Group (a
private investment company) since December 1992. He is also a Director of
Beringer Wine Estates, Inc., Continental Airlines, Inc., Denbury Resources,
Inc., Oxford Health Plans, Inc., Ryanair Ltd., Co-Star Realty Information
Group, Inc. and Washington Mutual Inc.

     David G. Brown has been a Director of the Company since January 1994.
 He has been the Managing Partner of Oak Hill Venture Partners since August
1999 and a Principal in Arbor Investors LLC since August 1995, Chief
Financial Officer of Keystone, Inc. from September 1998 to February 2000,
and a Vice President of Keystone, Inc. since August 1993.  Prior to joining
Keystone, Mr. Brown was a Vice President in the Corporate Finance
Department of Salomon Brothers Inc. from August 1985 to July


                               -10-
<PAGE>
1993.  He is a Director of 2Bridge, AER Energy Resources, FEP Holdings,
Lattice Communications, Lightning Finance, MarketTools, MobileForce
Technologies, Owners.com, Sitara Networks, and WOW Networks.

     J. Taylor Crandall has been a Director of Bell & Howell Company since
November 1990.  He is a Managing Partner of Oak Hill Capital Management,
Inc.  Also, since 1998 he has been President and Chief Operating Officer of
Keystone Inc., and was Vice President and Chief Financial Officer of
Keystone from October 1986 to August 1998.  From January 1992 to September
1995 he was President, Director and sole stockholder of Acadia MGP, Inc.
Prior to his affiliation with Keystone, Mr. Crandall was a Vice President
with First National Bank of Boston.  Mr. Crandall presently serves on the
Board of Directors or as General Partner of many Keystone portfolio
companies, as well as Cincinnati Bell Inc., U.S. Oncology Inc., Sunterra
Corporation, and Washington Mutual Inc.  He also serves on the Board of
Advisors of Oak Hill Capital Partners and Oak Hill Strategic Partners,
L.P.; and on the investment committees of Insurance Partners, L.P. and
Brazos Fund, L.P.  Mr. Crandall is also a member of the advisory committees
of Boston Ventures Limited Partnership V and B-K Capital Partners, L.P.

     Daniel L. Doctoroff has been a Director of the Company since June
1990.  He has served as Managing Director of Oak Hill Partners, Inc. since
August 1987 and has been a Managing Partner of Oak Hill Capital Management
since November 1998.  Since October 1992, he also has been a Vice President
of Keystone, Inc. and since February 1994 he has been Managing Partner of
Insurance Partners Advisory, L.P.  He is also a Director of Williams
Scotsman, Inc., MeriStar Hospitality, Inc. and MeriStar Hotels and Resorts,
Inc.

     William E. Oberndorf has been a Director of the Company since July
1988.  He has served as Managing Director of SPO Partners & Co. since March
1991. He is also a Director of Plum Creek Timber Company, Inc.

     Gary L. Roubos has been a Director of the Company since February 1994.
 He was Chairman of the Board of Dover Corporation from August 1989 to May
1998 and was President from May 1977 to May 1993.  He is also a Director of
Dover Corporation and Omnicom Group, Inc.

     John H. Scully has been a Director of the Company since July 1988.  He
has served as Managing Director of SPO Partners & Co. since March 1991.  He
is also a Director of Plum Creek Timber Company, Inc.


                               -11-
<PAGE>
     William J. White has been a Director of the Company since February
1990 and was Chairman of the Board from February 1990 to January 1998.  He
served as Chief Executive Officer of the Company from February 1990 to
February 1997 and was President of the Company from February 1990 to
February 1995.  Since January 1998 he has been a Professor of Industrial
Engineering and Management Science at Northwestern University.  He is also
a Director of Ivex Packaging Corporation and Readers Digest Association,
Inc.

     Todd W. Buchardt was appointed General Counsel in April 1998, and in
September 1998 was elected to the additional office of Secretary.  Prior to
joining Bell & Howell, he held various legal positions with First Data
Corporation from 1986 to 1998.

     Howard S. Cohen was appointed Executive Vice President of the Company
in January 2000.  Prior to joining Bell & Howell, Mr. Cohen served as
Chairman of the Board, President and Chief Executive Officer of Sidus
Systems Inc. in Toronto, Canada, from 1998 through 1999.  From 1997 to 1998
he was President, Chief Operating Officer and acting Chief Executive
Officer of Peak Technologies Group Inc.  From 1992 to 1996 he served as
President of OCE' Office Systems.  He was Senior Vice President of Sales,
Marketing and Service Management at US Sprint from 1988 to 1992, and was
Vice President of Arrow Electronics from 1984 to 1988.
In addition, he also held various senior level sales and marketing
positions with Xerox Corporation from 1969 to 1984.

     Michael A. Dering has been President and Chief Executive Officer of
Bell & Howell Mail and Messaging Technologies Company since February 1998.
From July 1996 to February 1998, he served as President and Chief
Executive Officer of Bell & Howell Publishing Services.  Prior to joining
Bell & Howell he was President and Chief Executive Officer of TAB Products
Company from February 1991 to July 1996.

     Stuart T. Lieberman has been Vice President, Finance and Chief
Accounting Officer of the Company since March 1998.  From February 1990 to
February 1998, he served as Vice President, Controller and Chief Accounting
Officer.  Prior to joining Bell & Howell, he spent 11 years with Baxter
International Inc. ("Baxter") where he held various financial positions,
the most recent of which was as Vice President of Finance for Baxter's
Global Renal Business.

     Dwight A. Mater has been Vice President, Investor Relations and
Business Development since March 1998.  From July 1996 to February 1998 he
served as Vice President, Business Development and from February 1994 to
June 1996, he served as Director of Business Development.  Prior to joining
Bell & Howell, he held various marketing and business development positions
with Baxter from 1988 to 1994.


                               -12-
<PAGE>
     Wayne E. Mickiewicz has been President and Chief Executive Officer of
Bell & Howell Publishing Services Company since June 1998.  Prior to
joining Bell & Howell, he was President of Prudential Service Bureau, Inc.
from January 1997 to June 1998.  From May 1990 to June 1997 he held various
positions as Vice President with the Brokerage Information Services Group
at Automatic Data Processing in general management, product development and
servicing.

     Joseph P. Reynolds has been President and Chief Executive Officer of
Bell & Howell Information and Learning Company since April 1998.  Prior to
joining Bell & Howell, he was Chief Executive Officer of the School and
Career Education Group of Thomson Corporation from June 1997 to April 1998
and was Chief Operating Officer of that Group from June 1995 to June 1997.
From 1982 to June 1995 he held various positions in management, sales and
marketing at Thomson and its Delmar Publishers subsidiary.

     Maria T. Rubly has been Vice President, Human Resources of the Company
since 1993.  Prior to joining the Company, she spent 13 years with Baxter,
including five years with American Hospital Supply Corporation until its
merger with Baxter, where she held various human resource positions.


Item 5.  Market for Registrant's Common Equity and Related
------   -------------------------------------------------
         Stockholder Matters.
         -------------------

     The Company's Common Stock is traded on the New York Stock Exchange
under the symbol "BHW".

     The Company has not declared or paid any cash dividends on its Common
Stock.  The Company's Credit Agreement (as defined herein) contains certain
restrictions on the payment of dividends on and repurchases of its Common
Stock. (See Note 8 to the Consolidated Financial Statements).

     The high and low closing prices of the Company's Common Stock were as
follows:
<TABLE>
<CAPTION>
                                                   1999                    1998
                                           ---------------------    ---------------------
Quarter                                       High        Low          High         Low
-------                                    ---------   ---------    ---------    ---------
<S>                                         <C>        <C>          <C>         <C>
First ..................................    $38        $ 29 5/16    $ 29 5/16   $ 22 15/16
Second .................................     39 1/4      32 1/2       29 3/16     25 1/8
Third ..................................     37 15/16    32 1/16      30 13/16    23
Fourth .................................     35          27 5/16      37 13/16    22
</TABLE>


                               -13-
<PAGE>
Item 6.  Selected Consolidated Financial and Operating Data.
------   --------------------------------------------------

     The following historical selected consolidated financial and operating
data have been derived from the audited Consolidated Financial Statements
as of the end of and for each of the fiscal years in the five-year period
ended January 1, 2000.  The following financial data should be read in
conjunction with the Consolidated Financial Statements and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere herein.
<TABLE>
<CAPTION>
                                                                        Fiscal
                                                 -----------------------------------------------------
                                                   1999       1998       1997       1996        1995
                                                 --------   --------   --------   --------    --------
                                                     (Dollars in thousands, except per share data)
<S>                                              <C>        <C>        <C>         <C>        <C>
Continuing Operations Data (1):
Net sales .....................................  $963,273   $900,150   $856,971    $827,398   $771,891

Cost of sales .................................   598,064    546,256    531,513     508,025    468,255
Research and development expense ..............    37,605     37,939     38,321      34,849     29,475
Selling and administrative expense ............   239,986    225,255    215,095     198,761    194,556
Gains on sales of assets ......................   (11,746)        --         --          --         --
Restructuring charge ..........................    36,765         --         --          --         --
                                                  -------    -------    -------     -------    -------
Earnings before interest, income taxes and
 equity in earnings (loss) of affiliate .......    62,599     90,700     72,042      85,763     79,605
Net interest expense ..........................    19,898     24,400     40,592      43,051     48,525
Income tax expense ............................    23,299     26,520     12,580      17,863     12,811
Equity in earnings (loss) of affiliate ........      (950)        --         --          --         --
                                                  -------    -------    -------     -------    -------
Net Earnings ..................................    18,452     39,780     18,870      24,849     18,269
                                                  =======    =======    =======     =======    =======


Diluted Earnings Per Common Share:
Earnings before restructuring charge and
 equity in earnings (loss) of affiliate .......  $   2.00   $   1.69   $    .95    $   1.34   $   1.10
Restructuring charge ..........................     (1.19)        --         --          --         --
Equity in earnings (loss) of affiliate ........     (0.04)        --         --          --         --
                                                  -------    -------    -------     -------    -------
Earnings per common share .....................  $    .77   $   1.69   $    .95    $   1.34   $   1.10
                                                  =======    =======    =======     =======    =======

Other Continuing Operations Data:
EBITDA (2) ....................................  $157,366   $142,705   $128,845    $129,070   $116,475
EBITDA as a percent of net sales ..............      16.3%      15.9%      15.0%       15.6%      15.1%
Gross profit as a percent of net sales (3) ....      37.9%      39.3%      38.0%       38.6%      39.3%
Depreciation and amortization (4) .............  $ 58,002   $ 52,005   $ 50,207    $ 43,307   $ 36,870
Capital expenditures ..........................    45,134     36,403     36,380      41,484     41,138
</TABLE>


                               -14-
<PAGE>

<TABLE>
<CAPTION>
                                                                  At the end of Fiscal
                                                 -----------------------------------------------------
                                                   1999       1998       1997       1996        1995
                                                 --------   --------   --------   --------    --------
                                                                 (Dollars in thousands)
<S>                                              <C>        <C>        <C>         <C>        <C>
Balance Sheet Data:
Working capital ...............................  $  1,125   $  1,918   $  3,623    $(18,693)  $(50,389)
Total assets ..................................   970,524    836,293    799,854     766,391    652,821
Long-term debt ................................   506,783    445,240    497,252     548,281    465,230
Total shareholders' equity (deficit) ..........    (2,734)   (29,222)   (64,548)   (166,892)  (189,472)
</TABLE>

Footnotes to the Selected Consolidated Financial and Operating Data:

(1) In December 1997, the Company adopted a plan to divest its
    postal contracting business, and accordingly the operating
    results of this business have been segregated
    from the Company's continuing operations, and are separately
    reported as a discontinued operation in the financial
    statements. Excludes extraordinary losses of $28.9 million,
    $2.6 million, and $3.2 million in fiscal 1997, 1996, and
    1995, respectively.

(2) EBITDA is defined as earnings from continuing operations
    before restructuring/special charges ($36.8 million in 1999
    and $6.6 million in 1997), interest, income taxes, and equity
    interest in affiliate, plus depreciation and amortization.
    EBITDA is generally accepted as providing useful information
    regarding a company's financial performance and should not be
    considered an alternative to net income or to the Company's
    cash flow from operating activities as a measure of
    liquidity.

(3) Gross profit is defined as net sales less cost of sales.

(4) Excludes amortization/write-off of deferred financing costs
    which were as follows for the specified fiscal years:
    1999 - $.5 million; 1998 - $.5 million; 1997 - $11.2 million;
    1996 - $3.2 million; 1995 - $4.0 million.


                               -15-
<PAGE>
Item 7.  Management's Discussion and Analysis of Financial
------   -------------------------------------------------
         Condition and Results of Operations
         -----------------------------------

     This section should be read in conjunction with the Selected
Consolidated Financial and Operating Data and the Consolidated
Financial Statements of Bell & Howell Company and subsidiaries
(collectively the "Company") and the notes thereto set forth
elsewhere herein.

     Except for the historical information and discussions contained
herein, statements contained in this report may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act of 1995.  These statements involve a number of risks, uncertainties and
other factors, including without limitation, decreases in funding for
internet access as well as overall acceptance and usage of the internet in
the education and library markets, the willingness of parents to purchase
educational products for home use, decreases or shifts in mail volumes,
changes in the business services market, and general economic conditions,
all of which could impact future results.


Results of Operations

Fiscal 1999 Compared to Fiscal 1998

     The Company's net sales increased $63.1 million, or 7%, to $963.3
million in 1999.  The increase primarily resulted from strong sales growth
in both the Information Access and Mail and Messaging Technologies
segments.

     Information Access net sales increased $38.3 million, or 12%, to
$358.8 million in 1999.  Net sales of the Information and Learning business
increased $11.2 million, or 6%, to $198.2 million due to a growing
electronic subscription base and reflects the acquisition of
Chadwyck-Healey (a leading provider of humanities and social science
reference and research publications for the academic, professional and
library markets) in the fourth quarter of 1999. Sales of electronic content
increased 13%, with the electronic subscription base continuing to reflect
strong sales of ProQuest Direct (the Company's internet based product
offering), which was partially offset by lower CD-ROM/tape subscriptions,
as customers migrate to on-line delivery of information via the internet.
Net sales of the more traditional microfilm and paper products decreased
slightly versus the prior year as lower unit volumes more than offset
increased pricing.  Net sales of the Publishing Services business increased
$27.1 million, or 20%, to $160.6 million due to strong sales of electronic
parts catalogs and ancillary products to automotive dealerships, increased
sales of dealer management


                               -16-
<PAGE>
systems to powersports dealerships, as well as the acquisition of Alison
Associates, Inc. (which provides performance database products to
automotive and powersports manufacturers/dealers).  In addition to new
systems placements, the Company continued to experience strong sales of
additional software applications and high contract renewal rates related to
previously placed systems.

     Although certain customers' preoccupation with Year 2000 related
initiatives adversely impacted their purchase decisions, Mail and Messaging
Technologies net sales increased $25.4 million, or 6%, to $429.8 million in
1999, as continued strong sales of high volume inserting equipment were
supplemented by increased shipments of high volume sorting equipment as
well as increased service and software revenues.  Service and software
revenues (which are primarily annuity based and represent 50% of segment
sales in 1999) increased $20.4 million, or 11%, to $213.2 million due to
both an expanded customer base and increased pricing.

     Imaging net sales of $174.7 million in 1999 were virtually constant
with the prior year, as increased electronic service revenues were offset
by lower sales of production scanners and micrographic equipment/service.
Service revenues (which are primarily annuity based and represent 50% of
segment sales) increased $15.7 million, or 22%, to $86.6 million due to an
expanded customer base and increased pricing, as well as the acquisition of
the service business of TAB Products Company in the second quarter of 1999.

     The Company's cost of sales increased $51.8 million, or 9%, to $598.1
million in 1999, with the gross profit (net sales less cost of sales)
percentage decreasing by 1.4 percentage points to 37.9%.  Although the
gross profit percentage for service revenues improved in 1999 (resulting
from increased pricing and improved leveraging of the service cost
infrastructure), the gross profit percentage on product sales decreased
(related to a less profitable product mix and increased inventory valuation
reserves, which were partially offset by increased pricing and improved
manufacturing productivity).

     Research and development expense of $37.6 million in 1999 approximated
the prior year level as the Company continued to invest significantly in
new product offerings.  The Company continually seeks to take advantage of
new product/technology opportunities (with an increased emphasis on
internet capabilities and software solutions) in each of its businesses.
The Company's research and development expenditures include expenses
primarily for database and software development, information delivery
systems and other electronic devices for the Information Access and Imaging
segments, as well as for new mail processing systems that are more
electronic and software driven and stand-alone software solutions for the
Mail and Messaging Technologies segment.


                               -17-
<PAGE>
     Selling and administrative expense increased $14.7 million, or 7%, to
$240.0 million in 1999 reflecting the Company's increased investment in
sales and marketing resources (which reflects an increase in the sales
force in the Information and Learning business to capitalize on the sales
growth opportunities of internet-based products), as well as increased
distribution costs associated with the higher sales volumes.

     Gains on sales of assets of $11.7 million in 1999 included the sale
of:

   - The microfilm conversion business within the Imaging segment
     (which was related to the Company's acquisition from the
     buyer of an electronic service business, which is more
     consistent with the Company's current strategic focus on
     increasing service revenues and better leveraging of the
     related infrastructure costs), resulting in a gain of
     $3.8 million.

   - A distribution arrangement in the Netherlands within the
     Mail and Messaging Technologies segment (whereby the
     manufacturer desired to own the related distribution
     channel for a lower end inserting product line which was
     not consistent with the Company's primary focus on
     software/service), resulting in a gain of $2.8 million.

   - A portion of the Company's investment in its affiliate
     (bigchalk.com) within the Information Access segment (which
     facilitated the ability to raise further venture capital
     financing), resulting in a gain of $2.6 million.

   - Vacant land (adjacent to one of the Company's manufacturing
     facilities which will be reconfigured to consolidate
     certain operations within the Mail and Messaging
     Technologies and Imaging segments), resulting in a gain of
     $2.5 million.

     In January 2000, the Company announced its plans to split into two new
companies to maximize the growth prospects of its businesses.  One company
will consist of the Information Access business segment and the second
company will consist of the Mail and Messaging Technologies and Imaging
business segments.  The Company expects to complete the split by the end of
fiscal 2000.

     In an effort to enhance the future profitability of each of the
Company's business segments, and related to the Company's aforementioned
decision to split into two new companies, in the fourth quarter of 1999,
the Company recorded a restructuring charge of $36.8 million ($28.3 million
after-tax). Approximately one-half of the restructuring charge was non-cash
in nature, relating to goodwill write-offs in the Imaging business segment
from two small acquisitions that will no longer be a part of the Company's
new strategic focus.  Additionally, certain operations


                               -18-
<PAGE>
are being consolidated, and consequently future lease obligations for
facilities to be vacated are included in the charge.  Finally, in order to
reduce the Company's cost infrastructure, personnel will be reduced by 6%,
with the associated severance costs also part of the restructuring charge.

     Excluding the aforementioned restructuring charge, earnings from
continuing operations before interest, income taxes and equity in affiliate
increased $8.7 million, or 10%, to $99.4 million, while EBITDA increased
$14.7 million, or 10%, to $157.4 million in 1999.

     Information Access earnings (excluding restructuring) increased $4.3
million, or 8%, to $59.3 million in 1999, as the benefit of the higher
sales volume and the aforementioned gain on sale of a portion of the
investment in bigchalk.com were partially offset by the impact of
significant investments related to ProQuest Direct (for both new product
development costs and to provide additional data center capacity to
accommodate future sales growth opportunities), and other investments
related to numerous internet based start-up opportunities, which will
provide significant value to the Company in the future.  Information Access
EBITDA increased $8.5 million, or 9%, to $102.9 million in 1999.

     Mail and Messaging Technologies earnings (excluding restructuring)
decreased $5.8 million, or 16%, to $30.6 million in 1999, as the benefit of
the increased sales volume and the aforementioned gain on sale of the
product line in the Netherlands were more than offset by the impact of a
less profitable product mix, increased accounts receivable/inventory
valuation reserves, and costs associated with product upgrades to become
Y2K compliant.  Mail and Messaging Technologies EBITDA decreased $4.3
million, or 10%, to $38.5 million in 1999.

     Imaging earnings (excluding restructuring) increased $7.3 million, or
50%, to $21.8 million in 1999 resulting from improved leveraging of
operating expenses and the aforementioned gain on the sale of the microfilm
conversion business.  Imaging EBITDA increased $7.4 million, or 37%, to
$27.6 million in 1999.

     Corporate expenses (excluding restructuring and the aforementioned
gain on the sale of land) decreased $.3 million, or 2%, to $14.9 million in
1999 as productivity improvements more than offset inflationary cost
increases.

     Net interest expense decreased $4.5 million, or 18%, to $19.9 million
in 1999, primarily reflecting interest income associated with a favorable
settlement with the Internal Revenue Service on a variety of issues, which
will result in an income tax refund with interest.  Net interest income of
Bell & Howell Financial Services Company ("BHFS"), the Company's financing


                               -19-
<PAGE>
subsidiary, increased $1.3 million, or 14%, to $10.8 million in 1999
resulting from continued growth in the lease receivables portfolio and the
favorable impact of a reduction in the related loss valuation reserve.

     Although the effective income tax rate increased from 40% to 55% in
1999 (as a result of the majority of the aforementioned goodwill write-off
included in the restructuring charge being non-deductible), income tax
expense decreased in 1999 as a result of a lower level of pretax profit.

     In December 1999, the Company combined its kindergarten through
twelfth grade ("K-12") internet business with the K-12 internet business
from Infonautics, Inc., to form bigchalk.com, with the equity in
bigchalk.com's loss equaling $1.0 million in 1999.  Subsequent to venture
capital financing in January 2000, the Company owns approximately 45% of
bigchalk.com.  Bigchalk.com develops and markets products and services for
research, curriculum integration, assessment, peer collaboration,
professional development, online community, and e-commerce for teachers,
students, parents, librarians and school administrators in the K-12
educational community.

     As a result of changing market and competitive dynamics within global
government postal markets, as well as a review of its future strategic
focus, in December 1997 the Company adopted a plan to divest its postal
contracting business.  Accordingly, the operating results of this business
have been segregated from the Company's continuing operations, and are
separately reported as a discontinued operation in the consolidated
financial statements.  Net sales for this business decreased $18.9 million
to $26.1 million in 1999, with a net loss of $.5 million in 1999 versus a
net loss of $2.7 million in the prior year.  At the end of fiscal 1999, the
Company has substantially wound down its postal contracting business via
contract completions, sale of technology, and the collection of outstanding
balances for products delivered/services performed.  Future sales to postal
contracting authorities (related to preexisting initiatives),
will not have a material impact on the Company's financial statements and
will be included in the Mail and Messaging Technologies segment.

Fiscal 1998 Compared to Fiscal 1997

     The Company's net sales increased $43.2 million, or 5%, to
$900.2 million in 1998.  The increase primarily resulted from strong sales
growth in both the Mail and Messaging Technologies segment as well as the
Publishing Services business within the Information Access segment.


                               -20-
<PAGE>
     Information Access net sales increased $14.4 million, or 5%, to $320.5
million in 1998.  Net sales of the Information and Learning business
increased $3.3 million, or 2%, to $187.0 million due to a growing
electronic subscription base, which continued to reflect strong sales of
ProQuest Direct (the Company's internet-based product offering), and high
renewal rates on existing products.  While the sales comparison to the
prior year is adversely impacted as the Company curtailed its direct sales
efforts to the corporate market (and now more profitably serves corporate
libraries through resellers like Dow Jones), sales of electronic content in
the core library market increased 19% over the prior year, as customers
increasingly demand electronic information solutions including on-line
delivery.  Net sales of microfilm and paper products of the Information and
Learning business increased modestly versus the prior year as increased
pricing more than offset lower unit volumes.  Net sales of the Publishing
Services business increased $11.1 million, or 9%, to $133.5 million due to
increased sales of electronic parts catalogs and ancillary products to
automotive dealerships.  In addition to new systems placements, the Company
continued to experience strong sales of additional software applications
and high contract renewal rates related to previously placed systems.

     Mail and Messaging Technologies net sales increased $26.9 million, or
7%, to $404.4 million in 1998, as increased sales of high volume inserting
equipment and increased service revenues were partially offset by the
impact of a U.S. Postal regulatory change which spurred sorting equipment
sales in 1997.  Service and software revenues (which are primarily
annuity-based and represent 48% of segment sales) increased $26.0 million,
or 16%, to $192.8 million due to both an expanded customer base and
increased pricing.

     Imaging net sales increased $1.9 million, or 1% to $175.3 million in
1998, as increased electronic service revenues were partially offset by
lower sales of micrographic/optical equipment and related service revenues,
and also reflected essentially constant sales of production scanners
(related to a modified strategy with respect to the level of inventory
maintained in the distribution channel).

     The Company's cost of sales increased $14.7 million, or 3%, to $546.3
million in 1998, with the gross profit (net sales less cost of sales)
percentage increasing by 1.3 percentage points to 39.3%.  The higher gross
profit percentage in 1998 resulted from a more profitable product mix,
increased pricing, and improved manufacturing/service productivity.

     Research and development expense of $37.9 million in 1998 approximated
the prior year level as the Company continued to invest significantly in
new product offerings.  The Company continually seeks to take advantage of
new product/technology


                               -21
<PAGE>
opportunities (with an increased emphasis on internet capabilities and
software solutions) in each of its businesses. The Company's research and
development expenditures include expenses primarily for database and
software development, information delivery systems, production scanners and
other electronic devices for the Information Access and Imaging
segments, as well as for new mail processing systems that are more
electronic and software driven and stand-alone software solutions for the
Mail and Messaging Technologies segment.

     Selling and administrative expense increased $10.2 million, or 5%, to
$225.3 million in 1998 reflecting the Company's increased investment in
sales and marketing resources (which reflects an increase in the sales
force in the Information and
Learning business to capitalize on the sales growth opportunities of
internet-based products), as well as increased distribution costs
associated with the higher sales volumes.

     Earnings from continuing operations before interest and income taxes
increased $18.7 million, or 26%, to $90.7 million, while EBITDA increased
$13.9 million, or 11%, to $142.7 million in 1998.

     Information Access earnings increased $2.4 million, or 5%, to $55.0
million in 1998, resulting from the higher sales volumes and an improved
gross profit percentage (reflecting a more profitable product mix with a
greater proportion of revenues related to software and publishing and a
lower proportion related to the sale of hardware).  Information Access
EBITDA increased $4.9 million, or 5%, to $94.4 million in 1998.

     Mail and Messaging Technologies earnings increased $6.4 million, or
21%, to $36.4 million in 1998 (excluding the $6.6 million special charge in
1997), as the increased sales and improved gross profit percentage (also
reflecting a more profitable product mix with an emphasis on software and
service), drove the profitability improvement.  Mail and Messaging
Technologies EBITDA increased $5.6 million, or 15%, to $42.8 million in
1998.

     Imaging earnings increased $4.1 million, or 40%, to $14.5 million in
1998 reflecting the benefits of a lower cost infrastructure.  Imaging
EBITDA increased $4.2 million, or 26%, to $20.2 million in 1998.

     Corporate expenses increased $0.8 million, or 6%, to $15.2 million in
1998 as productivity improvements were more than offset by
inflationary/other cost increases.


                               -22-
<PAGE>
     Net interest expense decreased $16.2 million, or 40%, to    $24.4
million in 1998, primarily reflecting the impact of the Company's public
offering of 5.0 million shares of Common Stock in September 1997, the
proceeds of which, together with
borrowings under the Company's Credit Agreement, were used to redeem debt.
 Net interest income of BHFS, the Company's financing subsidiary, increased
$.8 million to $9.5 million in 1998, primarily due to continued growth in
the lease receivables portfolio.

     Income tax expense increased in 1998 as a result of a higher level of
pretax profit, with the income tax rate remaining constant with the prior
year.

     As a result of changing market and competitive dynamics within global
government postal markets, as well as a review of its future strategic
focus, in December 1997 the Company adopted a plan to divest its postal
contracting business.  Accordingly, the operating results of this business
have been segregated from the Company's continuing operations, and are
separately reported as a discontinued operation in the consolidated
financial statements.  Net sales for this business increased $16.7 million
to $45.0 million in 1998, with a net loss of $2.7 million in 1998 versus a
net loss of $22.4 million in the prior year.

     The extraordinary losses of $28.9 million ($42.7 million pretax) in
1997 were comprised of the debt repurchase premiums and write-off of
unamortized debt issuance costs associated with the repurchases of the 11
1/2% Senior Discount Debentures, the
9 1/4% Senior Notes and the 10 3/4% Senior Subordinated Notes.

International Operations

     In fiscal 1999, 1998 and 1997, the Company had domestic net sales of
$714.3 million, $670.0 million, and $633.2 million, respectively.  Foreign
net sales in fiscal 1999, 1998 and 1997 were $249.0 million, $230.2
million, and $223.8 million, respectively.  The Company's foreign currency
hedging activities have not and are not anticipated to have a material
impact on operations.

Liquidity and Capital Resources

     The Company primarily finances its operations via a $600.0 million
revolving credit agreement ("Credit Agreement") which matures in December
2003, with no principal payments due until December 2002 (at which time the
maximum amount of the credit facility is reduced to $500.0 million).  At
the end of fiscal 1999, the Company had $95.7 million of additional credit


                               -23-
<PAGE>
available under the Credit Agreement.  The Credit Agreement requires
maintenance of a minimum fixed charge coverage ratio, a minimum net worth
level, and a maximum leverage ratio.  The Company is currently in
compliance with all debt covenants.  Upon the aforementioned split into two
new companies, it is anticipated that the Credit Agreement will be repaid
with proceeds of new credit facilities to be put in place at each of the
new companies.

     The Company's financing subsidiary, BHFS, funds its operations by
selling its lease receivables on a non-recourse basis under a Receivables
Purchase Agreement.  The agreement is renewable annually and includes the
buyers' commitment to purchase new lease receivables.  During fiscal 1999
and 1998, BHFS sold lease receivables of $27.0 million and $56.3 million
respectively.

     Cash provided by operations was $40.0 million in fiscal 1999 versus
cash provided by operations of $101.2 million in the prior year.  Although
EBITDA increased by $14.7 million over the prior year, such increase was
more than offset by increased working capital requirements, reduced BHFS
lease receivables sales, and increased income tax payments.  As a result of
significant investments in acquisitions/capital expenditures in fiscal 1999
which more than offset cash provided by operations/proceeds from asset
sales, total debt (net of cash and cash equivalents) increased by $95.3
million to $529.6 million in 1999.

     Cash provided by operations increased $80.3 million to $101.2 million
in 1998 resulting from an increase in EBITDA, the sale of BHFS receivables,
and timing issues associated with receivable collections and vendor
disbursements. As a result of the cash provided by operations which was
partially offset by investments in acquisitions/capital expenditures, total
debt (net of cash and cash equivalents) decreased by $54.1 million to
$434.3 million in 1998.

     For the five years subsequent to fiscal 1999, annual maturities of
long-term debt are: 2000 - $1.9 million;
2001 - $.5 million; 2002 - $.3 million; 2003 - $505.9 million: and
2004 - $0.

Capital Expenditures

In fiscal 1999, 1998 and 1997, capital expenditures for the Company's
continuing operations were $45.1 million, $36.4 million, and $36.4 million,
respectively, a significant portion of which consisted of expenditures for
product masters and creation of databases for the Information and Learning
business.


                               -24
<PAGE>
Seasonality

     Although the Company in general is not affected by seasonal
fluctuations, the buying patterns and funding availability for certain of
its customers cause sales, profitability and cash flow to be higher in the
fourth quarter of the year.  Due to this seasonal factor, the Company
maintains a revolving credit facility to fund interim cash requirements.

Impact of the Year 2000

     As previously reported, over the past few years the Company assessed
the impact on its products and computer systems of Year 2000 ("Y2K")
related issues.  The Company's Y2K compliance plans included: inventorying
affected technology and assessing the impact of the Y2K issue; developing
resultant solution plans; modification/replacement and
testing/certification of systems and software; and developing contingency
plans as appropriate.

     The Company identified its products and services that were not Y2K
compliant, and would not be modified or upgraded to become Y2K compliant.
These products and services were at the end of their natural product life
cycle.  Most affected customers, were offered newer Y2K compliant
replacement products and services.  For those products and services that
were not Y2K compliant, the Company provided notice to customers of its
intent not to provide ongoing support of such products or services after
1999.

     The Company relies on third party suppliers for systems, products and
services.  The Company had a comprehensive supplier compliance program in
place, as the Company could have been adversely impacted if these suppliers
did not make the necessary changes to their own systems/products in a
timely manner.

     The outcome of the Company's Y2K compliance plans was that the Company
successfully transitioned into the year 2000 without any significant
problems in software, hardware or products/services.

EURO

     In January 1999, eleven of fifteen member countries of the European
Union established fixed conversion rates between their existing currencies
("legacy currencies") and one common currency, the euro.  The euro trades
on currency exchanges and may be used in business transactions.  The
conversion to the euro eliminates currency exchange rate risk between the
member countries.  Beginning in January 2002, new euro-denominated bills
and coins will be issued, and legacy currencies will be withdrawn


                               -25-
<PAGE>
from circulation.  The Company's operating subsidiaries affected by the
euro conversion have established plans to address the issues raised by the
euro currency conversion.  Management believes that future costs related to
the euro conversion will not have a material adverse impact upon the
consolidated operations or financial condition of the Company.

Recently Issued Financial Accounting Standards

     In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS")
No. 133, Accounting for Derivative Instruments and Hedging Activities.
This statement provides a comprehensive standard for the recognition and
measurement of derivatives and hedging activities.  The Company is
currently evaluating the impact of this standard, the effective date of
which was postponed until fiscal 2001 per SFAS No. 137.

     In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, Revenue Recognition in Financial Statements.
As a result of this pronouncement (which becomes effective in fiscal 2000),
the Company will modify its accounting for new on-line subscriptions, with
the cumulative effect (which the Company is currently evaluating) as of the
beginning of fiscal 2000 being recognized as a change in accounting
principle which will be reflected in the first quarter of fiscal 2000.


Item 7a.  Quantitative and Qualitative Disclosures About
-------   ----------------------------------------------
          Market Risk
          -----------

     The Company, as a result of its global operating and financing
activities, is exposed to changes in foreign currency and interest rates
which may adversely affect its results of operations and financial
position.  In seeking to minimize such risks, the Company uses derivative
financial instruments.  The Company periodically utilizes interest rate
swaps, caps and collars in order to hedge its exposure to interest rate
risk on debt outstanding.  The Company also periodically utilizes foreign
currency forward or option contracts in order to hedge its exposure to
changes in foreign currency rates.  The Company does not utilize financial
derivatives for trading or other speculative purposes.


Item 8.  Financial Statements and Supplementary Data
------   -------------------------------------------


                               -26-
<PAGE>
                    Independent Auditors' Report



The Board of Directors
Bell & Howell Company:


We have audited the accompanying consolidated balance sheets of
Bell & Howell Company and subsidiaries (the "Company") as of the end of
fiscal years 1999 and 1998, and the related consolidated statements of
operations, shareholders' equity, and cash flows for the fiscal years 1999,
1998 and 1997.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Bell & Howell Company and subsidiaries as of the end of fiscal years 1999
and 1998, and the results of their operations and their cash flows for the
fiscal years 1999, 1998 and 1997 in conformity with generally accepted
accounting principles.

                                            KPMG LLP


Chicago, Illinois
February 16, 2000


                               -27-
<PAGE>
<TABLE>
<CAPTION>
                                Bell & Howell Company and Subsidiaries
                                  Consolidated Statements of Operations
                                    Fiscal Years 1999, 1998 and 1997
                        (Dollars and shares in thousands, except per share data)

                                                                   1999          1998         1997
                                                                 --------      --------     --------
<S>                                                             <C>           <C>          <C>
Net sales:
Product ......................................................  $ 692,065     $ 663,955    $ 650,296
Service ......................................................    271,208       236,195      206,675
                                                                 --------      --------     --------
Total net sales ..............................................    963,273       900,150      856,971
Cost of product ..............................................    424,758       392,697      388,644
Cost of service ..............................................    173,306       153,559      142,869
Research and development expense .............................     37,605        37,939       38,321
Selling and administrative expense ...........................    239,986       225,255      215,095
Gains on sales of assets .....................................    (11,746)           --           --
Restructuring charge .........................................     36,765            --           --
                                                                 --------      --------     --------
Earnings from continuing operations before
 interest, income taxes, equity in earnings (loss)
 of affiliate and extraordinary items ........................     62,599        90,700       72,042
Net interest expense:
Interest income ..............................................    (30,734)      (24,518)     (22,252)
Interest expense .............................................     50,632        48,918       62,844
                                                                 --------      --------     --------
Net interest expense .........................................     19,898        24,400       40,592
                                                                 --------      --------     --------
Earnings from continuing operations before income taxes, equity
 in earnings (loss) of affiliate and extraordinary items .....     42,701        66,300       31,450
Income tax expense ...........................................     23,299        26,520       12,580
Equity in earnings (loss) of affiliate .......................       (950)           --           --
                                                                 --------      --------     --------
Earnings from continuing operations before
 extraordinary items .........................................     18,452        39,780       18,870
Earnings (loss) from discontinued operations .................       (464)       (2,666)     (22,441)
Extraordinary losses .........................................         --            --      (28,889)
                                                                 --------      --------     --------
Net earnings (loss) ..........................................  $  17,988     $  37,114    $ (32,460)
                                                                 ========      ========     ========
Net earnings (loss) per common share:
Basic:
Earnings from continuing operations before
 extraordinary items .........................................  $    0.78     $    1.70    $     .96
Earnings (loss) from discontinued operations .................      (0.02)        (0.11)       (1.14)
Extraordinary losses .........................................         --            --        (1.46)
                                                                 --------      --------     --------
Net earnings (loss) per common share .........................  $    0.76     $    1.59    $   (1.64)
                                                                 ========      ========     ========
Diluted:
Earnings from continuing operations before
 extraordinary items .........................................  $    0.77     $    1.69    $     .95
Earnings (loss) from discontinued operations .................      (0.02)        (0.11)       (1.13)
Extraordinary losses .........................................         --            --        (1.45)
                                                                 --------      --------     --------
Net earnings (loss) per common share .........................  $    0.75     $    1.58    $   (1.63)
                                                                 ========      ========     ========
Average number of common shares and equivalents outstanding:
Basic ........................................................     23,569        23,388       19,756
Diluted ......................................................     23,853        23,569       19,900
                 The accompanying Notes to the Consolidated Financial Statements are
                                an integral part of these statements.
</TABLE>
                               -28-
<PAGE>
<TABLE>
<CAPTION>
                         Bell & Howell Company and Subsidiaries
                                 Consolidated Balance Sheets
                        At the End of Fiscal Years 1999 and 1998
                                  (Dollars in thousands)


                                        Assets
                                        ------


                                                               1999               1998
                                                             --------           --------
<S>                                                         <C>                <C>
Current assets:
Cash and cash equivalents ............................      $   4,773          $  18,074
Accounts receivable ..................................        269,526            233,667
Inventory:
Finished products ....................................         58,493             57,343
Products in process and materials ....................         45,938             41,587
                                                             --------            -------
Total inventory ......................................        104,431             98,930
Other current assets .................................         12,748             11,803
                                                             --------            -------
Total current assets .................................        391,478            362,474

Property, plant and equipment:
Land .................................................          2,242              4,168
Buildings ............................................         45,278             51,381
Machinery and equipment ..............................        187,476            157,242
Product masters ......................................        233,509            210,691
                                                             --------            -------
Total property, plant and equipment, at cost..........        468,505            423,482
Accumulated depreciation..............................       (310,668)          (275,277)
                                                             --------            -------
Net property, plant and equipment ....................        157,837            148,205

Long-term receivables ................................         64,177             66,746
Goodwill, net of accumulated amortization ............        271,445            208,385
Net assets of discontinued operations ................          7,347              9,230
Other assets .........................................         78,240             41,253
                                                             --------            -------
Total assets .........................................      $ 970,524           $836,293
                                                             ========           ========

           The accompanying Notes to the Consolidated Financial Statements are
                           an integral part of these statements.
</TABLE>


                               -29-
<PAGE>
<TABLE>
<CAPTION>
                      Bell & Howell Company and Subsidiaries
                             Consolidated Balance Sheets
                       At the End of Fiscal Years 1999 and 1998
                           (Dollars and shares in thousands)


                         Liabilities and Shareholders' Equity
                         ------------------------------------

                                                                   1999           1998
                                                                 --------       --------
<S>                                                             <C>            <C>
Current liabilities:
Notes payable .............................................     $  25,646      $   3,776
Current maturities of long-term debt ......................         1,916          3,365
Accounts payable ..........................................        72,978         79,553
Accrued expenses ..........................................        83,600         83,854
Deferred income ...........................................       206,213        190,008
                                                                 --------       --------
Total current liabilities .................................       390,353        360,556

Long-term liabilities:
Long-term debt ............................................       506,783        445,240
Other liabilities .........................................        76,122         59,719
                                                                 --------       --------
Total long-term liabilities ...............................       582,905        504,959

Shareholders' equity:
Common Stock, $0.001 par value, 23,969 shares issued
 and 23,632 shares outstanding at the end of fiscal 1999,
 and 23,516 shares issued and 23,277 shares
 outstanding at the end of fiscal 1998 ....................            24             24
Capital surplus ...........................................       153,654        140,819
Notes receivable from executives ..........................        (1,544)        (2,523)
Retained earnings (deficit) ...............................      (143,209)      (161,197)
Cumulative foreign exchange translation adjustments .......        (2,867)          (500)
Treasury stock ............................................        (8,792)        (5,845)
                                                                 --------       --------
Total shareholders' equity (deficit) ......................        (2,734)       (29,222)
                                                                 --------       --------
Total liabilities and shareholders' equity ................     $ 970,524      $ 836,293
                                                                 ========       ========

           The accompanying Notes to the Consolidated Financial Statements are
                          an integral part of these statements.
</TABLE>


                               -30-
<PAGE>
<TABLE>
<CAPTION>
                        Bell & Howell Company and Subsidiaries
                         Consolidated Statements of Cash Flows
                            Fiscal Years 1999, 1998 and 1997
                                 (Dollars in thousands)


                                                        1999          1998          1997
                                                      --------      --------      -------
<S>                                                  <C>           <C>           <C>
Operating activities:
Earnings from continuing operations
 before extraordinary items ........................ $  18,452     $  39,780     $ 18,870
Extraordinary losses ...............................        --            --      (28,889)
Depreciation and amortization ......................    58,470        52,482       61,366
Debt accretion .....................................        --            --       18,038

Changes in operating assets and liabilities:
Accounts receivable ................................   (27,084)      (32,453)     (15,585)
Inventory ..........................................    (3,326)        4,889           30
Other current assets ...............................      (594)          143         (501)
Long-term receivables ..............................     2,569          (121)     (11,918)
Income taxes .......................................     1,729        22,171      (21,748)
Accounts payable ...................................    (9,938)        3,457          178
Accrued expenses ...................................     5,322         3,088       (5,559)
Deferred income and other long-term liabilities ....     8,353        16,894        9,348
Other, net .........................................   (15,311)      (17,667)      18,400
                                                      --------      --------      -------
Cash provided by continuing operations .............    38,642        92,663       42,030
Cash provided (used) by discontinued operations ....     1,419         8,574      (21,083)
                                                      --------      --------      -------
Cash provided by operating activities ..............    40,061       101,237       20,947

Investing activities:
Expenditures for property, plant and equipment .....   (45,134)      (36,403)     (36,380)
Acquisitions .......................................  (119,089)       (7,020)     (18,638)
Proceeds from asset sales ..........................    20,904            --           --
                                                      --------      --------      -------
Cash used by investing activities ..................  (143,319)      (43,423)     (55,018)
Financing activities:
Proceeds from short-term debt ......................    34,200        14,493        8,648
Repayment of short-term debt .......................   (11,369)      (14,405)     (12,511)
Proceeds from long-term debt .......................   108,982        54,616      383,673
Repayment of long-term debt ........................   (48,888)     (104,182)    (485,538)
Proceeds from (purchases of) Common Stock, net .....     7,602        (4,081)     138,430
                                                      --------      --------      -------
Cash provided (used) by financing activities .......    90,527       (53,559)      32,702
Effect of exchange rate changes on cash ............      (570)          480         (792)
                                                      --------      --------      -------
Increase (decrease) in cash and cash equivalents ...   (13,301)        4,735       (2,161)
Cash and cash equivalents, beginning of period .....    18,074        13,339       15,500
                                                      --------      --------      -------
Cash and cash equivalents, end of period ........... $   4,773     $  18,074     $ 13,339
                                                      ========      ========      ========

          The accompanying Notes to the Consolidated Financial Statements are
                         an integral part of these statements.

</TABLE>


                               -31-
<PAGE>
<TABLE>
<CAPTION>
                                   Bell & Howell Company and Subsidiaries
                               Consolidated Statements of Shareholders' Equity
                                      Fiscal Years 1999, 1998 and 1997
                                      (Dollars and shares in thousands)


                                                                       Notes                Accumulated
                                          Common  Stock              Receivable   Retained     Other
                                         ----------------  Capital      from      Earnings  Comprehensive
                                         Issued  Treasury  Surplus   Executives   (Deficit)    Income         Total
                                         ------  --------  --------  -----------  ----------  -----------  ----------
<S>                                      <C>     <C>       <C>       <C>          <C>          <C>         <C>
Balance, at the end of fiscal 1996
 (Common stock, 18,359 shares;
 treasury stock, 50 shares) .........    $  18   $(1,633)  $  1,402   $  (1,444)  $(165,851)   $    616    $(166,892)
Comprehensive income:
    Net loss ........................                                               (32,460)                 (32,460)
    Foreign exchange
     translation adjustments ........                                                            (3,538)      (3,538)
                                                                                                             -------
Total comprehensive income                                                                                   (35,998)

Common stock, 5,066 shares ..........        5              137,258                                          137,263
Notes receivable from executives ....                                      (263)                                (263)
Treasury stock, net 40 shares .......              1,342                                                       1,342
                                         -----    ------    -------     -------    --------     -------     --------
Balance, at the end of fiscal 1997
 (Common stock, 23,425 shares;
 treasury stock, 10 shares) .........       23      (291)   138,660      (1,707)   (198,311)     (2,922)     (64,548)
Comprehensive income:
    Net earnings ....................                                                37,114                   37,114
    Foreign exchange
     translation adjustments ........                                                             2,422        2,422
                                                                                                             -------
Total comprehensive income                                                                                    39,536
Common stock, 91 shares .............        1                2,159                                            2,160
Notes receivable from executives ....                                     (816)                                 (816)
Treasury stock, net 229 shares ......             (5,554)                                                     (5,554)
                                         -----    ------   --------    -------      --------     ------      -------
Balance, at the end of fiscal 1998
 (Common stock, 23,516 shares;
 treasury stock, 239 shares) ........       24    (5,845)   140,819     (2,523)    (161,197)       (500)     (29,222)
Comprehensive income:
    Net earnings ....................                                                17,988                   17,988
    Foreign exchange
     translation adjustments ........                                                            (2,367)      (2,367)
                                                                                                             -------
Total comprehensive income ..........                                                                         15,621
Common stock, net 453 shares ........                         9,701                                            9,701
Tax benefit from stock options
 exercised ..........................                         3,074                                            3,074
Notes receivable from executives ....                                      979                                   979
Treasury stock, net 98 shares .......             (2,947)        60                                           (2,887)
                                         -----    ------   --------    -------     --------      ------      -------
Balance, at the end of fiscal 1999
 (Common stock, 23,969 shares;
 treasury stock, 337 shares) ........   $   24   $(8,792)  $153,654   $ (1,544)   $(143,209)    $(2,867)    $ (2,734)
                                         =====    ======    =======    =======     ========      ======      =======

                      The accompanying Notes to the Consolidated Financial Statements are
                                     an integral part of these statements.

</TABLE>


                                         -32-
<PAGE>

                Bell & Howell Company and Subsidiaries

           Notes to the Consolidated Financial Statements

      (Dollars and shares in thousands, except per share data)


Note 1 - Significant Accounting Policies

     Nature of Operations/Spin-Off of Information Access Business
Segment.  Bell & Howell Company and its subsidiaries (collectively
the "Company") is a leading global information solutions and
services provider.  The Company consists of three business
segments, Information Access, Mail and Messaging Technologies and
Imaging.  Within its Information Access segment, Bell & Howell
develops and markets information services and systems that are
focused on the needs of its customers in select vertical niches,
including libraries of all kinds (government, college/university,
corporate and public) and transportation and vehicle dealers.
Within its Mail and Messaging Technologies segment, the Company
develops and markets a complete range of high volume mail
processing systems and services, which increasingly utilize the
Company's proprietary (nonetheless, open standards-based) software
to expand the capabilities and improve the efficiency and
effectiveness of customers' mailing operations.  Within its Imaging
segment, the Company develops and markets imaging systems and
components that enable its customers to effectively file and access
their documents and records, with a focus on financial
institutions, governmental agencies and other paper intensive
industries.

     In January 2000, the Company announced its plans to split into
two new companies to maximize the growth prospects of its
businesses.  One company will consist of the Information Access
business segment and the second company will consist of the Mail
and Messaging Technologies and Imaging business segments.  The
Company expects to complete the split by the end of fiscal 2000.

     Use of Estimates.  The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses
during the reporting period.  Subsequent actual results may differ
from those estimates.


                               -33-
<PAGE>
     Principles of Consolidation.  The consolidated financial
statements include the accounts of the Company and its subsidiaries
except where control is temporary.

     In December 1999, the Company combined its kindergarten
through twelfth grade ("K-12") internet business with the K-12
internet business from Infonautics, Inc. to form bigchalk.com. At
the end of fiscal 1999, the Company owned 69% of the common equity
of bigchalk.com (such control was temporary, as in January 2000,
venture capital financing was raised which lowered the Company's
ownership interest to approximately 45%).  In fiscal 1999, the
Company's interest in the equity of bigchalk.com was a loss of
$950.

     In December 1997, the Company adopted a plan to divest its
postal contracting business, and accordingly the operating results
and net assets of this business have been segregated from the
Company's continuing operations, and are separately reported as
discontinued operations in the consolidated financial statements.
(See Note 6 to the Consolidated Financial Statements).

     Fiscal Year.  The Company's fiscal year ends on the Saturday
nearest to December 31.  References to fiscal 1999 are for the 52
weeks ended January 1, 2000, references to fiscal 1998 are for the
52 weeks ended January 2, 1999, and references to fiscal 1997 are
for the 53 weeks ended January 3, 1998.

     Revenue Recognition.  Product sales include sales of
equipment, software and subscriptions.  Equipment and software
license sales are recognized upon shipment, when all significant
contractual obligations are satisfied and collection of the
resulting receivable is reasonably assured.  Revenues from
subscriptions are deferred and recognized in the periods the
subscriptions are fulfilled.  For new on-line subscriptions in the
Information Access segment, revenues are recognized commensurate
with costs incurred in order to yield a constant gross margin
percentage throughout the initial subscription period.  As such
subscriptions are renewed, revenues are recognized equally
throughout the subsequent subscription period. Per the provisions
of Staff Accounting Bulletin No. 101 "Revenue Recognition in
Financial Statements" (issued December 1999, effective in fiscal
2000), revenues for new on-line subscriptions will be recognized
equally over the initial subscription period, with the cumulative
effect (which the Company is currently evaluating) as of the
beginning of fiscal 2000 being recognized as a change in accounting
principle which will be reflected in the first quarter of fiscal
2000.


                               -34-
<PAGE>
     Service sales represent amounts earned by providing equipment
maintenance services.  Where such services are provided under
annual agreements, revenues are recognized equally over the periods
of the agreements.  Other service revenues are recognized when the
services are performed.

     The Company periodically reviews its accounts receivable
balances and estimates required allowances for doubtful accounts.
Allowances for doubtful accounts at the end of fiscal 1999 and 1998
were $10,447 and $15,910, respectively.

     Foreign Currency Translation.  The financial position and
results of operations of each of the Company's foreign subsidiaries
are measured using the local currency as the functional currency.
Revenues and expenses are translated at average exchange rates
prevailing during the respective fiscal periods.  Assets and
liabilities are translated into U.S. dollars using the exchange
rates at the end of the respective fiscal periods.  Balance sheet
translation adjustments arising from differences in exchange rates
from period to period are included as a separate component of
shareholders' equity, and are included in the determination of the
Company's comprehensive income.

     Net Earnings (Loss) per Common Share.  Basic net earnings
(loss) per common share is computed by dividing net earnings (loss)
by the weighted average number of common shares outstanding during
the period.  Diluted net earnings (loss) per common share is
computed by dividing net earnings (loss) by the weighted average
number of common shares outstanding during the period, and assumes
the issuance of additional common shares for all dilutive stock
options outstanding during the period.  A reconciliation of the
weighted average number of common shares and equivalents
outstanding used in the calculation of basic and diluted net earnings
(loss) per common share is shown in the table below for the periods
indicated:
<TABLE>
<CAPTION>
                                                     1999          1998          1997
                                                    ------        ------        ------
<S>                                                 <C>           <C>           <C>
Basic ...........................................   23,569        23,388        19,756
Dilutive effect of stock options.................      284           181           144
                                                    ------        ------        ------
Diluted .........................................   23,853        23,569        19,900
                                                    ======        ======        ======

</TABLE>



                               -35-
<PAGE>
     Earnings per share in fiscal 1999 includes the impact of
significant restructuring efforts (preceding the aforementioned
split into two new companies) and the impact of the Company's
equity investment in its affiliate (bigchalk.com):
<TABLE>
<CAPTION>

Diluted Earnings Per Common Share from Continuing Operations before Extraordinary Items
---------------------------------------------------------------------------------------
<S>                                               <C>           <C>           <C>
Earnings before restructuring charge and
 equity in earnings (loss) of affiliate ........  $  2.00       $  1.69       $   .95
Restructuring charge ...........................    (1.19)           --            --
Equity in earnings (loss) of affiliate .........    (0.04)           --            --
                                                   ------        ------        ------
Earnings per common share ......................  $   .77       $  1.69       $   .95
                                                   ======        ======        ======
</TABLE>

     Cash and Cash Equivalents.  The Company considers all highly
liquid investments with maturities of three months or less (when
purchased) to be cash equivalents.  The carrying amount reported in
the consolidated balance sheets approximates fair value.

     Inventory.  Inventory is valued at cost determined by the
last-in, first-out ("LIFO") and the first-in, first-out ("FIFO")
methods, with the following balances at the end of fiscal 1999 and
1998:
<TABLE>
<CAPTION>
           Year end                          LIFO        FIFO         Total
           --------                        --------    --------     --------
           <S>                             <C>         <C>          <C>
           1999 .........................  $ 73,081    $ 31,350     $104,431
           1998 .........................    66,477      32,453       98,930
</TABLE>

     The Company uses the LIFO method of valuing the majority of
domestic inventories.  The excess of replacement cost over the LIFO
values of inventory was approximately $4,302 and $4,900 at the end
of fiscal 1999 and 1998, respectively.  Inventory cost includes
material, labor and overhead and is valued at the lower of cost or
net realizable value.

     Property, Plant and Equipment.  Property, plant and equipment
is recorded at cost.  The straight-line method of depreciation is
primarily used, except for Information Access product masters
(which represent the cost to create electronic and microform master
document copies which are subsequently used in the production
process to fulfill customers' information requirements), which are
depreciated on the double declining balance method. Estimated lives
range from 10 to 40 years for buildings and building improvements,
3 to 15 years for machinery and equipment and 10 years for product
masters.

     Goodwill.  Goodwill, which represents the excess of purchase
price over the fair value of net assets of acquired businesses, is
amortized on a straight-line basis over the expected future periods
to be benefitted, which range from 15 to 40 years.  The Company
periodically assesses the recoverability of this


                               -36-
<PAGE>
intangible asset by determining whether the amortization of the
goodwill balance over its remaining life can be recovered through
related forecasted future cash flows.  The Company's restructuring
charge in fiscal 1999 included $17.4 million of goodwill write-offs
in the Imaging business segment related to impaired asset values
(see Note 4 to the Consolidated Financial Statements).  Accumulated
amortization at the end of fiscal 1999 and 1998 was $57,855 and
$47,873, respectively.

     Stock Option Plan.  As permitted by Statement of Financial
Accounting Standards ("SFAS") No. 123, "Accounting for Stock Based
Compensation", the Company accounts for its stock option plan in
accordance with the provisions of Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees"
and related Interpretations.  As such, compensation expense would
be recorded on the date of grant only if the current market price
of the underlying stock exceeded the exercise price.  Pro forma net
income and earnings per share disclosures for employee stock option
grants based on the fair value-based method (defined in SFAS No.
123), whereby the fair value of stock-based awards at the date of
grant would be subsequently expensed over the related vesting
periods, are included in Note 12 to the Consolidated Financial
Statements.

     Derivative Financial Instruments.  The Company does not invest
in any derivatives for trading purposes.  The Company periodically
utilizes interest rate swaps, caps and collars in order to hedge
its exposure to interest rate risk on debt outstanding.  The
Company also periodically utilizes foreign currency forward or
option contracts in order to hedge its exposure to changes in
foreign currency rates and periodically utilizes equity swaps to
hedge its exposure under certain retirement plans.  Amounts related
to derivative contracts are recorded using the hedge accounting
approach.  The Company currently does not recognize the fair values
of these derivative financial investments or their changes in fair
value in its consolidated financial statements.


Note 2 - Business Segments

     The Company, which is organized on the basis of products and
services, has three reportable business segments, Information
Access, Mail and Messaging Technologies and Imaging. (Refer to Note
1 to the Consolidated Financial Statements for a description of
segment operations).  The Company evaluates the performance of and
allocates resources to each of the segments based on their
operating results excluding interest and taxes.  The accounting
policies for each of the segments are described in the summary of
significant accounting policies in Note 1 to the Consolidated
Financial Statements.



                               -37-
<PAGE>
     Information concerning the Company's reportable business
segments and operations by geographic area for fiscal 1999, 1998
and 1997 for its continuing operations was as follows (dollars in
millions):
<TABLE>
<CAPTION>
                                                                          Earnings from Continuing
                                                                      Operations Before Income Taxes,
                                                                        Equity in Earnings (Loss) of
                                               Net Sales             Affiliate and Extraordinary Items
                                     ----------------------------   -----------------------------------
  Business Segments                   1999       1998       1997      1999 (1)     1998        1997
  -----------------                  ------     ------     ------     --------   --------    --------
  <S>                                <C>        <C>        <C>         <C>        <C>         <C>
  Information Access ..............  $358.8     $320.5     $306.1      $ 59.3     $ 55.0      $ 52.6
  Mail and Messaging Technologies .   429.8      404.4      377.5        30.6       36.4        23.4
  Imaging .........................   174.7      175.3      173.4        21.8       14.5        10.4
                                      -----      -----      -----       -----      -----       -----
    Total .........................   963.3      900.2      857.0       111.7      105.9        86.4
  Interest expense, net ...........                                     (19.9)     (24.4)      (40.6)
  Corporate expenses ..............                                     (12.3)     (15.2)      (14.4)
                                      -----      -----      -----       -----      -----       -----
  Consolidated ....................  $963.3     $900.2     $857.0      $ 79.5     $ 66.3      $ 31.4
                                      =====      =====      =====       =====      =====       =====
</TABLE>
<TABLE>
<CAPTION>
                                        Capital Expenditures           Depreciation and Amortization (2)
                                     ----------------------------     -------------------------------
                                      1999       1998       1997        1999       1998        1997
                                     ------     ------     ------      ------     ------      ------
  <S>                               <C>         <C>        <C>         <C>        <C>         <C>
  Information Access .............. $  34.7     $ 29.6     $ 27.9      $ 43.6     $ 39.4      $ 36.9
  Mail and Messaging Technologies .     6.6        4.4        4.7         7.9        6.4         7.2
  Imaging .........................     3.4        2.1        3.4         5.9        5.7         5.6
                                      -----      -----      -----       -----      -----       -----
    Total .........................    44.7       36.1       36.0        57.4       51.5        49.7
  Corporate .......................      .4         .3         .4          .6         .5          .5
                                      -----      -----      -----       -----      -----       -----
  Consolidated .................... $  45.1     $ 36.4     $ 36.4      $ 58.0     $ 52.0      $ 50.2
                                      =====      =====      =====       =====      =====       =====
</TABLE>
<TABLE>
<CAPTION>
                                          Identifiable Assets
                                     ----------------------------
                                      1999       1998       1997
                                     ------     ------     ------
  <S>                                <C>        <C>        <C>
  Information Access ..............  $494.3     $354.2     $358.9
  Mail and Messaging Technologies .   282.0      270.3      225.5
  Imaging .........................   113.4      114.4      108.2
                                      -----      -----      -----
    Total .........................   889.7      738.9      692.6
  Corporate .......................    73.5       88.2       86.8
  Discontinued operations .........     7.3        9.2       20.5
                                      -----      -----      -----
  Consolidated ....................  $970.5     $836.3     $799.9
                                      =====      =====      =====


(1) Excludes restructuring charge of $36.8 million ($1.6 million for Information Access, $4.0
    million for Mail and Messaging Technologies, $22.1 million for Imaging and $9.1 million for
    Corporate).

(2) Excludes amortization/write-off of deferred financing costs.
</TABLE>


                               -38-
<PAGE>
<TABLE>
<CAPTION>
                                            1999       1998       1997
                                           ------     ------     ------
<S>                                       <C>        <C>        <C>
Geographic Area Data
Net Sales (3):
 United States .........................  $ 714.3    $ 670.0    $ 633.2
 Europe ................................    195.4      168.8      162.7
 Other .................................     53.6       61.4       61.1
                                           ------     ------     ------
Total ..................................  $ 963.3    $ 900.2    $ 857.0
                                           ======     ======     ======

Identifiable Assets:
 United States .........................  $ 697.6    $ 628.4    $ 602.6
 Europe ................................    173.9       95.2       76.0
 Other .................................     18.2       15.3       14.0
                                           ------     ------     ------
   Total ...............................    889.7      738.9      692.6
 Corporate .............................     73.5       88.2       86.8
 Discontinued operations ...............      7.3        9.2       20.5
                                           ------     ------     ------
Consolidated ...........................  $ 970.5    $ 836.3    $ 799.9
                                           ======     ======     ======

(3)  Revenue is classified according to its country of destination (including exports
     to such areas).
</TABLE>

Note 3 - Sales of Assets

     The fiscal 1999 sales of assets included the sale of:
<TABLE>
<CAPTION>
                                                       Proceeds      Gain on Sale
                                                     ------------    ------------
     <S>                                               <C>             <C>
     Microfilm conversion business within the
      imaging segment ............................     $ 4,500         $ 3,791

     Product line in the Netherlands within the
      Mail and Messaging Technologies segment ....       3,449           2,803

     A portion of the Company's investment in its
      affiliate (bigchalk.com) within the
      Information Access segment .................       3,500           2,626

     Vacant land adjacent to one of the Company's
      manufacturing operations ...................       9,455           2,526
                                                        ------          ------
                                                       $20,904         $11,746
                                                        ======          ======

</TABLE>


                               -39-
<PAGE>
Note 4 - Restructuring

     In December 1999, the Company announced a plan to restructure
and consolidate certain of its operations, which resulted in the
Company recording a charge of $36,765 ($28,277 after-tax).  The
restructuring plan resulted from management's desire to enhance the
future profitability of each of the Company's business segments and
is related to management's decision to split into two new companies
(See Note 1 to the Consolidated Financial Statements).  The
restructuring plan will be substantially completed over the next
twelve to eighteen months, with the fiscal 1999 charge consisting
of the following costs:
<TABLE>
<CAPTION>
<S>                                                               <C>
Severance (for approximately 400 employees comprised of
 salaried and hourly employees at certain of the Company's
 North American and European subsidiaries) ....................   $10,316

Asset impairment costs (primarily resulting from goodwill
 write-offs in the Imaging business segment) ..................    18,742

Obligations under various noncancellable leases ...............     7,707
                                                                   ------
                                                                  $36,765
                                                                   ======
</TABLE>
     Prior to the end of fiscal 1999, the restructuring plan was
approved by the Company's Board of Directors, with the related
severance costs based on preexisting severance agreements and the
number, job classification and location of affected employees to be
terminated.  At the end of fiscal 1999, no portion of the severance
cost approved has been paid to affected employees.  Accrued costs
for obligations under various noncancellable leases relate to
contractual payments that were committed to prior to approving the
restructuring plan, for which no economic benefit to the Company
will be subsequently realized.  The restructuring plan identifies
all significant actions to be taken and significant changes to such
plan are not likely.


Note 5 - Income Taxes

     The earnings from continuing operations, before income taxes,
equity in earnings (loss) of affiliate and extraordinary items, on
which income taxes were provided in fiscal 1999, 1998 and 1997
were:
<TABLE>
<CAPTION>
                                                 1999          1998           1997
                                               --------       -------        -------
<S>                                            <C>            <C>            <C>
United States ...............................  $35,689        $60,589        $27,199
Foreign .....................................    7,012          5,711          4,251
                                                ------         ------         ------
Earnings from continuing operations before
 income taxes, equity in earnings (loss) of
 affiliate and extraordinary items ........... $42,701        $66,300        $31,450
                                                ======         ======         ======

</TABLE>


                               -40-
<PAGE>
     The provision for income taxes in fiscal 1999, 1998 and 1997
included the following:
<TABLE>
<CAPTION>
                                                 1999           1998           1997
                                               --------       --------       --------
<S>                                            <C>            <C>            <C>
Current income tax expense (benefit):
United States ...............................  $ 8,823        $ 6,370        $ 5,977
State and local .............................    2,379            485             (7)
Foreign .....................................    2,842          2,986          2,918
                                                ------         ------         ------
Current income tax expense ..................   14,044          9,841          8,888
                                                ------         ------         ------
Deferred income tax expense (benefit):
United States ...............................    8,179         14,414          2,576
State and local .............................      495          3,231          1,683
Foreign .....................................      581           (966)          (567)
                                                ------         ------         ------
Deferred income tax expense .................    9,255         16,679          3,692
                                                ------         ------         ------
Income tax expense ..........................  $23,299        $26,520        $12,580
                                                ======         ======         ======
</TABLE>

     The significant components of deferred income tax expense in
fiscal 1999, 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
                                                 1999           1998           1997
                                               --------       --------       --------
<S>                                            <C>            <C>            <C>
Deferred income tax expense (benefit),
 exclusive of components listed below .......  $ 7,505        $ 1,220        $(2,585)
Operating loss carryforwards ................    4,736         20,761         13,636
Tax credits .................................   (2,986)        (5,302)        (7,359)
                                                ------         ------         ------
Deferred income tax expense .................  $ 9,255        $16,679        $ 3,692
                                                ======         ======         ======
</TABLE>


                               -41-
<PAGE>
     Deferred income taxes are primarily provided for temporary
differences between the financial reporting bases and the tax bases
of the Company's assets and liabilities.  The tax effects of the
major temporary differences that gave rise to the deferred tax
asset (liability) at the end of fiscal 1999 and 1998 were as
follows:
<TABLE>
<CAPTION>
                                                                 1999             1998
                                                               --------         --------
    <S>                                                        <C>              <C>
    Deferred tax assets are attributable to:
    Accrued expenses .......................................   $ 12,105         $  9,232
    Deferred compensation ..................................     13,939           11,475
    Postretirement benefits ................................      3,834            3,703
    Accounts receivable ....................................      3,169            5,872
    Operating loss carryforwards ...........................      5,492            9,112
    Tax credits ............................................     15,510           13,005
    Other ..................................................         --            5,180
                                                                 ------          -------
    Total gross deferred tax assets ........................     54,049           57,579
    Valuation allowance ....................................     (4,935)          (5,151)
                                                                 ------          -------
    Net deferred tax assets ................................     49,114           52,428

    Deferred tax liabilities are attributable to:
    Property, plant and equipment ..........................    (11,845)         (12,379)
    Intangibles ............................................    (20,677)         (17,387)
    Deferred income ........................................    (33,597)         (34,053)
    Undistributed foreign earnings .........................     (3,035)          (3,157)
    Other ..................................................     (2,165)              --
                                                                -------          -------
    Total gross deferred tax liabilities ...................    (71,319)         (66,976)
                                                                -------          -------
    Net deferred tax liabilities ...........................   $(22,205)        $(14,548)
                                                                =======          =======
</TABLE>

     Net deferred tax liabilities, including amounts related to
discontinued operations, are classified as other long-term
liabilities in the balance sheet.  Valuation allowances are
established for certain foreign jurisdictions where the future
realization of deferred tax assets have not been assumed.

     At the end of fiscal 1999, the net deferred tax assets of
$49,114 are expected to be realized through the reversal of taxable
temporary differences which generate future taxable income.

     The differences between the Company's effective rate for
income taxes and the statutory federal income tax rate in fiscal
1999, 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
                                                          1999         1998         1997
                                                        --------     --------     --------
<S>                                                       <C>          <C>          <C>
Statutory federal income tax rate ...................     35.0%        35.0%        35.0%
Increase (reduction) in taxes resulting from:
State income taxes, net of federal benefit ..........      6.7          5.3          5.3
Foreign earnings ....................................      2.0           .6          2.6
Amortization/write-off of intangibles ...............     15.2          1.5          3.2
Repatriation of foreign earnings ....................     (0.3)          .2         (0.9)
Other ...............................................     (4.0)        (2.6)        (5.2)
                                                         -----        -----        -----
Effective income tax rate ...........................     54.6%        40.0%        40.0%
                                                         =====        =====        =====

</TABLE>


                               -42-
<PAGE>
     At the end of fiscal 1999, the foreign net operating loss
carryforwards were $11,462 and expire as follows: $1,301 in 2000,
$10 in 2001, $4,583 in 2002, $4,260 in 2003, $183 in 2004, $327 in
2005 and $798 in 2007.

     In the United States, the Company's current tax liability is
the greater of its regular tax or alternative minimum tax ("AMT").
 To the extent that AMT exceeds regular tax, the Company is
entitled to an AMT credit.  At the end of fiscal 1999, the Company
has AMT credits of $15,306 that may be carried forward indefinitely
and used as credits in future tax returns against regular tax in
the event that the regular tax exceeds the AMT.

     Net income taxes paid for fiscal 1999, 1998 and 1997 were
$20,629, $2,571 and $5,533, respectively.


Note 6 - Discontinued Operations

     In December 1997, the Company adopted a plan to divest its
postal contracting business, and accordingly the operating results
and net assets of this business have been segregated from
continuing operations.  The Consolidated Statements of Operations
separately reflect the earnings (loss) of the postal contracting
business, which includes an allocation of the Company's interest
expense based on proportionate net assets.  The Consolidated
Balance Sheets separately reflect the net assets of the postal
contracting business as a non-current asset.

     Results from discontinued operations for Fiscal Years 1999,
1998 and 1997 are as follows:
<TABLE>
<CAPTION>
                                                           1999        1998        1997
                                                         --------    --------    --------
    <S>                                                  <C>         <C>         <C>
    Net sales ......................................     $ 26,081    $ 44,996    $ 28,256

    Earnings (loss) before income taxes ............         (773)     (4,444)    (37,401)
    Income tax expense (benefit) ...................         (309)     (1,778)    (14,960)
                                                          -------     -------     -------
    Earnings (loss) from discontinued operations ...     $   (464)   $ (2,666)   $(22,441)
                                                          =======     =======     =======
</TABLE>

     At the end of fiscal 1999, the Company has substantially wound
down its postal contracting business via contract completions, sale
of technology, and the collection of outstanding balances for
products delivered/services performed.  Future sales to postal
contracting authorities (related to
pre-existing initiatives), will not have a material impact on the
Company's consolidated financial statements and will be included in
the Mail and Messaging Technologies segment.



                               -43-
<PAGE>
Note 7 - Extraordinary Losses

    The fiscal 1997 extraordinary losses of $28,889 ($42,734
pretax) were comprised of the debt repurchase premiums and
write-off of unamortized debt issuance costs associated with the
repurchases of $229,712 (accreted value) of the 11 1/2% Senior
Discount Debentures, $80,000 of the 9 1/4% Senior Notes and $57,080
of the 10 3/4% Senior Subordinated Notes.


Note 8 - Debt and Lines of Credit

     Debt at the end of fiscal 1999 and 1998 consisted of the
following:
<TABLE>
<CAPTION>
                                                                      1999        1998
                                                                    -------     -------
    <S>                                                            <C>         <C>
    Notes payable ...........................................      $ 25,646    $  3,776
                                                                    =======     =======
    Long-term debt:
     Revolving Credit Agreement .............................      $501,700    $441,100
     Other long-term debt ...................................         6,999       7,505
                                                                    -------     -------
    Long-term debt, including current maturities ............       508,699     448,605
    Less: current maturities ................................         1,916       3,365
                                                                    -------     -------
    Long-term debt ..........................................      $506,783    $445,240
                                                                    =======     =======
</TABLE>

     The weighted average interest rate on short-term borrowings at
the end of fiscal 1999 and 1998 was 7.07% for each period.

     At the end of fiscal 1999, the Company had foreign
short-term lines of credit totaling $36,932, of which $24,786
was unused.  These short-term credit lines are denominated in
foreign currencies and generally require no compensating balances
or commitment fees.

     In fiscal 1997, the Company entered into a $600,000 revolving
credit agreement ("Credit Agreement").  The final maturity date of
the Credit Agreement is December 31, 2003, with no principal
payments due until December 31, 2002, at which time the maximum
amount of the credit facility is reduced to $500,000. The interest
rate on borrowings under the Credit Agreement is determined at the
time of borrowing, and is based upon the Company's leverage ratio.
 At the end of fiscal 1999, the interest rate in effect was (at the
Company's option), either LIBOR + .50%, or the prime rate.  The
Credit Agreement requires compliance with leverage, fixed charge
and net worth covenants.  The Company and its domestic operating
subsidiaries, excluding Bell & Howell Financial Services Company,
along with its special purpose subsidiary (collectively, "BHFS"),
are jointly and severally liable as guarantors under the Credit
Agreement.  The Credit Agreement contains certain restrictions on
the payment of


                               -44-
<PAGE>
dividends on and repurchases of the Company's Common Stock.  At the
end of fiscal 1999, the Company had $95,657 of additional credit
available under the Credit Agreement.  Upon the aforementioned
split into two new companies, it is anticipated that the Credit
Agreement will be repaid with proceeds of new credit facilities to
be put in place at each of the new companies.

     The Company's financing subsidiary, BHFS, funds its operations
by selling lease receivables on a non-recourse basis under a
Receivable Purchase Agreement.  The agreement is renewable annually
and includes the buyer's commitment to purchase new lease
receivables.  During fiscal 1999 and 1998, BHFS sold lease
receivables of $27,000 and $56,300, respectively.

     For the five years subsequent to 1999, annual maturities of
long-term debt are: 2000 - $1,916; 2001 - $518; 2002 - $337;
2003 - $505,928; and 2004 - $0.

     Interest paid for fiscal 1999, 1998 and 1997 was $48,007,
$48,426 and $46,878, respectively.


Note 9 - Leases

     Lessor.  The Company provides sales-type leases for its
products and additionally leases products to customers under direct
financing leases, primarily through BHFS.  The Company's net
investment in sales-type and direct financing leases at the end of
fiscal 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
                                                                1999            1998
                                                               --------        --------
    <S>                                                        <C>             <C>
    Minimum lease payments receivable ....................     $ 97,542        $ 94,068
    Estimated unguaranteed residual values ...............       10,506           8,553
    Unearned income ......................................      (21,921)        (23,576)
    Allowance for doubtful accounts ......................       (2,732)         (3,819)
                                                                -------         -------
    Net investment .......................................     $ 83,395        $ 75,226
                                                                =======         =======
</TABLE>

     The scheduled maturities for sales-type and direct financing
lease receivables at the end of fiscal 1999 were as follows:
<TABLE>
<CAPTION>
            <S>                                                          <C>
            2000 .....................................................   $ 30,910
            2001 .....................................................     22,266
            2002 .....................................................     18,907
            2003 .....................................................     14,935
            2004 .....................................................     10,524
                                                                          -------
            Total minimum lease payments to be received ..............   $ 97,542
                                                                          =======

</TABLE>


                               -45-
<PAGE>
     Lessee.  The Company leases certain facilities and equipment
for production, selling and administrative purposes.  Future
minimum rental payments required under long-term noncancelable
operating leases at the end of fiscal 1999 were as follows:
<TABLE>
<CAPTION>
            <S>                                                          <C>
            2000 .....................................................   $ 28,746
            2001 .....................................................     21,601
            2002 .....................................................     13,557
            2003 .....................................................      9,219
            2004 .....................................................      7,520
            Subsequent to 2004 .......................................     24,069
                                                                          -------
                                                                         $104,712
                                                                          =======
</TABLE>

     Total rental expenses for fiscal 1999, 1998 and 1997 were
$25,761, $15,978 and $14,657, respectively.


Note 10 - Profit-Sharing, Pension, and Other Postretirement
          Benefit Plans

     Eligible employees of the Company's domestic and Canadian
operations who elect to do so participate in defined contribution
profit-sharing retirement plans.  The amounts charged to earnings
for fiscal 1999, 1998 and 1997 were $8,076, $7,307 and $7,025,
respectively.

     The Company also has defined benefit pension plans covering
certain domestic and most foreign employees.  The benefits are
primarily based on years of service and/or compensation during the
years immediately preceding retirement.  The Company funds its
foreign plans based on local statutes and funds its domestic plans
in amounts that fulfill the funding requirements of the Employee
Retirement Income Security Act of 1974.  Plan assets consist
principally of common stocks, fixed income securities and cash
equivalents.

     In addition, the Company has contributory and non-contributory
postretirement medical benefit plans and a non-contributory
postretirement life insurance benefit plan covering certain
domestic employees.  Each of these other postretirement benefit
plans are unfunded.

     The net cost of pension and other postretirement benefit plans
for fiscal 1999, 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
                                                                            Other Postretirement
                                                Pension Benefits                   Benefits
                                            --------------------------    -------------------------
                                             1999      1998      1997      1999      1998      1997
                                            ------    ------    ------    ------    ------    ------
<S>                                        <C>       <C>       <C>       <C>       <C>       <C>
Service cost ...........................   $ 3,200   $ 2,552   $ 2,413   $   262   $   233   $   211
Interest cost ..........................     5,738     5,286     5,143     1,148     1,014       985
Expected return on plan assets .........    (8,000)   (6,502)   (5,948)       --        --        --
Amortization of prior service cost .....       299       375       491        --        --        --
Recognized net actuarial (gain)/loss ...      (118)     (538)     (398)      461       286       195
                                            ------    ------    ------    ------    ------    ------
Net pension and other postretirement
 benefit cost...........................   $ 1,119   $ 1,173   $ 1,701   $ 1,871   $ 1,533   $ 1,391

</TABLE>


                               -46-
<PAGE>
     The status of pension and other postretirement benefit plans
at the end of fiscal 1999 and 1998 was as follows:
<TABLE>
<CAPTION>
                                                                     Other Postretirement
                                               Pension Benefits            Benefits
                                             --------------------    --------------------
                                               1999       1998         1999       1998
                                              -------    -------      -------    -------
<S>                                          <C>        <C>          <C>        <C>
Change in Benefit Obligation
----------------------------
Benefit obligation, beginning of year......  $ 86,546   $ 71,769     $ 13,980   $ 12,896

Service cost .. ...........................     3,200      2,552          262        233
Interest cost .............................     5,738      5,286        1,148      1,014
Plan participants contributions ...........       621        584          123        209
Actuarial (gain)/loss .....................    (4,427)     9,909          577        872
Benefits paid .............................    (4,204)    (3,554)      (1,263)    (1,244)
                                              -------    -------      -------    -------
Benefit obligation, end of year ...........  $ 87,474   $ 86,546     $ 14,827   $ 13,980
Change in Plan Assets
---------------------
Fair value, beginning of year .............  $ 81,861   $ 71,239     $     --   $     --
Actual return on plan assets ..............    15,218     11,591           --         --
Participant contributions .................       621        584          123        209
Company contributions .....................     2,040      2,001        1,140      1,035
Benefits paid .............................    (4,204)    (3,554)      (1,263)    (1,244)
                                              -------    -------      -------    -------
Fair value, end of year ...................  $ 95,536   $ 81,861     $     --   $     --

Funded status .............................  $  8,062   $ (4,685)    $(14,827)  $(13,980)
Unrecognized net actuarial (gain)/loss ....   (14,204)    (3,200)       5,242      4,763
Unrecognized prior service cost ...........     1,187      1,520           --         --
                                              -------    -------      -------    -------
Prepaid (accrued) benefit cost ............  $ (4,955)  $ (6,365)    $ (9,585)  $ (9,217)
Amounts Recognized in the Consolidated
Balance Sheets
--------------------------------------
Prepaid benefit cost ......................  $ 12,892   $ 11,007     $     --   $     --
Accrued benefit liability .................   (17,847)   (17,372)      (9,585)    (9,217)
                                              -------    -------      -------    -------
Net amount recognized .....................  $ (4,955)  $ (6,365)    $ (9,585)  $ (9,217)

Weighted Average Assumptions as of End of Year
----------------------------------------------
Discount rate .............................      7.25%      6.75%        8.50%      7.50%
Expected return on plan assets ............     10.00%      9.00%          --         --
Rate of compensation increase .............      4.25%      4.50%          --         --
Rate of healthcare benefit cost increase ..        --         --         4.50%      4.50%
</TABLE>


     For the Company's unfunded pension plans, the projected
benefit obligation and accumulated benefit obligation at the end of
fiscal 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
                                                                1999            1998
                                                               --------        --------
    <S>                                                        <C>             <C>
    Project benefit obligation ...........................     $ 21,201        $ 22,289
    Accumulated benefit obligation .......................       19,117          20,621
</TABLE>


                               -47-
<PAGE>
     Assumed future health care cost trend rates have a significant
effect on postretirement medical benefit costs.  A one percentage
point change in the assumed health care cost trend rates would have
the following effects:
<TABLE>
<CAPTION>
   <S>                                                         <C>
    1% Increase
    Benefit obligation, end of fiscal 1999 ...............     $  1,300
    Net postretirement benefit cost for fiscal 1999 ......     $    138

    1% Decrease
    Benefit obligation, end of fiscal 1999................     $ (1,195)
    Net postretirement benefit cost for fiscal 1999 ......     $   (126)
</TABLE>


Note 11 - Common Stock

     The Company has 50,000 authorized shares of Common Stock,
($.001 par value per share), 23,632 of which were outstanding at
the end of fiscal 1999.  The Company's Credit Agreement contains
certain restrictions on the payment of dividends on and repurchases
of its Common Stock (See Note 8 to the Consolidated Financial
Statements).


Note 12 - Stock Compensation Plans

Stock Option Plan

     In fiscal 1995, the Company completed its initial public
equity offering of 5,000 shares of Common Stock (which were issued
at $15.50 per share).  Coincident with the initial public equity
offering, the Company adopted the 1995 Stock Option Plan (the
"Option Plan"), under which 2,160 shares of Common Stock were
reserved for issuance.  In fiscal 1998, the Company increased the
shares reserved for issuance under the Option Plan to 3,660.  The
Option Plan is administered by the Compensation Committee of the
Board of Directors which has authority to determine which officers
and key employees of the Company will be granted options. All
options are granted at not less than the fair market value on the
date of the grant.

     Additionally, coincident with the initial public equity
offering, the Company granted options for 1,115 shares to Messrs.
White, Roemer and Johansson (the "Senior Executive Grantees"), with
a series of six option exercise prices (the first of which equaled
the initial public equity offering price, with each subsequent
exercise price set at 120% of the preceding exercise price).  The
term for these options was six years, with the options vesting in
installments commencing after year three.  In fiscal 1999, the
unvested options set to expire in May 2000, were extended through
May 2005.  In fiscal 1998 and 1999, options for


                               -48-
<PAGE>
250 shares and 100 shares, respectively, were granted to Mr.
Roemer, which have a six year term and which vest after three
years.

     Options may be granted to other officers and key employees of
the Company (the "Key Executive Grantees"), selected by the
Compensation Committee.  At the end of fiscal 1999, the Company had
options outstanding for 914 shares to the Key Executive Grantees.
The term for these options is ten years, vesting in equal annual
increments over a five year period.

     Per the provisions of SFAS No. 123, the Company has elected to
continue to apply APB Opinion No. 25 and related Interpretations in
accounting for the Option Plan, and accordingly, no compensation
cost has been recognized.  Had compensation cost for the Option
Plan been determined based on the fair value of options granted
(consistent with SFAS No. 123), the Company's net income (loss) and
earnings (loss) per share would have been the pro forma amounts
indicated below:
<TABLE>
<CAPTION>

                                                1999           1998           1997
                                              --------       --------       --------
     <S>                                      <C>            <C>            <C>
     Net income (loss):
      As reported ..........................  $ 17,988       $ 37,114       $(32,460)
      Pro forma ............................    15,317         35,208        (33,610)

     Basic earnings (loss) per share:
      As reported ..........................  $    .76       $   1.59       $  (1.64)
      Pro forma ............................       .65           1.51          (1.70)

     Diluted earnings (loss) per share:
      As reported ..........................  $    .75       $   1.58       $  (1.63)
      Pro forma ............................       .65           1.51          (1.70)
</TABLE>


     The fair value of each option grant is estimated on the date
of grant using the Black-Scholes option pricing model with the
following assumptions:  volatility of 20%; risk free interest rate
of 6%; expected lives of 5 years; and no dividend yield.


                               -49-
<PAGE>
    A summary of the stock option transactions for fiscal 1997,
1998, and 1999 are as follows:
<TABLE>
<CAPTION>
                                        Senior Executive Grantees     Key Executive Grantees
                                        -------------------------     -----------------------
                                                  Weighted-                    Weighted-
                                        Shares    Average             Shares   Average
                                        (000)     Exercise Price      (000)    Exercise Price
                                        ------    ---------------     ------   --------------
      <S>                                <C>          <C>                <C>      <C>
      Balance at the end of
       fiscal 1996 .................     1,115        $   27.30          366      $   25.42

    1997:
      Granted ......................        --               --          305          23.49
      Exercised ....................        --               --          (15)         15.62
      Forfeited/Cancelled...........        --               --          (91)         24.92
      Options outstanding at            ------          -------       ------       --------
       the end of fiscal 1997 ......     1,115        $   27.30          565      $   24.73
                                        ======         ========       ======       ========
      Options exercisable at the
       end of fiscal 1997 ..........        --        $      --           72      $   23.75
                                        ------         --------       ------       --------
      Weighted average fair value of
       options granted during
       fiscal 1997 .................   $    --                       $  7.29
                                        ------                        ------
   1998:
      Granted ......................       250            26.88          296          27.06
      Exercised ....................        --               --          (26)         21.02
      Forfeited/Cancelled...........        --               --         (106)         26.34
      Options outstanding at            ------         --------       ------       --------
       the end of fiscal 1998 ......     1,365        $   27.22          729      $   25.55
                                        ======         ========       ======       ========
      Options exercisable at the
       end of fiscal 1998 ..........       624        $   24.87          173      $   24.40
                                        ------         --------       ------       --------
      Weighted average fair value of
       options granted during
       fiscal 1998 .................   $  8.34                       $  8.40
                                        ------                        ------
   1999:
      Granted ......................       382            34.58          355          32.80
      Exercised ....................      (318)           19.73         (114)         24.21
      Forfeited/Cancelled...........      (262)           35.25          (56)         26.89
      Options outstanding at            ------         --------       ------       --------
       the end of fiscal 1999 ......     1,167        $   29.87          914      $   28.45
                                        ======         ========       ======       ========
      Options exercisable at the
       end of fiscal 1999 ..........       470        $   28.06          196      $   25.43
                                        ------         --------       ------       --------
      Weighted average fair value of
       options granted during
       fiscal 1999 .................   $  7.43                       $ 10.17
                                        ------                        ------
</TABLE>


                               -50-
<PAGE>
     The following table provides additional information with
respect to stock options outstanding at the end of fiscal 1999:
<TABLE>
<CAPTION>
                                          Options Outstanding                Options Exercisable
                                --------------------------------------       -----------------------
                                               Weighted
                                               Average        Weighted                      Weighted
                                Number         Remaining      Average        Number         Average
                                Outstanding    Contractual    Exercise       Exercisable    Exercise
     Range of Exercise Price    (000)          Life (Years)   Price          (000)          Price
     -----------------------    -----------    -----------    --------       -----------    --------
     <S>                          <C>              <C>        <C>                <C>        <C>
     $15.01 - $20.00                 120           3.1        $ 16.17            105        $ 16.27
      20.01 - $25.00                 180           5.2          21.58             99          21.85
      25.01 - $30.00                 767           4.9          26.96            205          26.86
      30.01 - $35.00                 773           6.6          32.50            165          31.86
      35.01 - $40.00                 241           4.1          38.35             92          38.50
                                  ------           ---         ------            ---         ------
                                   2,081           5.4        $ 29.20            666        $ 27.30
                                  ======           ===         ======            ===         ======
</TABLE>

Employee Stock Purchase Plan

     In fiscal 1996, the Company's Board of Directors adopted the
Associate Stock Purchase Plan (the "ASPP"), whereby employees are
afforded the opportunity to purchase shares in the Company, by
authorizing the sale of up to 500 shares of Common Stock.  The
purchase price of the shares is 95% of the lower of the closing
market price at the beginning or end of each quarter.  Under SFAS
No. 123, the ASPP is a non-compensatory plan.


Note 13 - Foreign Currency Transactions

     The Company has entered into various contracts to buy or sell
foreign currencies. The contracts have maturity dates extending
through May 2000, and are for an aggregate amount of $70,436 (which
approximates the fair value based on quoted market prices).  The
Company is exposed to market risk in the event of nonperformance by
the other parties (major international banks) to these contracts,
however, such nonperformance is not anticipated.

     Net foreign currency transaction gains(losses) for fiscal
1999, 1998 and 1997 of $184, $(319) and $113, respectively, have
been included in the earnings of the respective periods.


                               -51-
<PAGE>
Note 14 - Contingent Liabilities

      The Company is involved in various legal proceedings
incidental to its business.  Management believes that the outcome
of such proceedings will not have a material adverse effect upon
the consolidated operations or financial condition of the Company.


Note 15 - Related Party Transactions

     The Company has made loans (the balance of which totaled
$1,544 at the end of fiscal 1999) to certain key executives in
connection with their purchases of the Company's Common Stock.
Pursuant to the terms of such loans, the shares acquired are
pledged as security.  The following individuals have loans in
excess of $60 outstanding at the end of fiscal 1999:  Michael
Dering ($239), Joseph Reynolds ($238), Wayne Mickiewicz ($222),
Brian Longe ($199), Todd Buchardt ($161), Robert Rook ($136), and
Dwight Mater ($126).  Each loan is evidenced by an installment note
maturing five years from the date of the note and bearing interest
at the Company's marginal rate of borrowing (approximately 6% in
fiscal 1999).  Interest and principal may be deferred until the
maturity date.

     In January 2000, the Company's affiliate (bigchalk.com) raised
venture capital financing of $55,000, which reduced the Company's
ownership interest to approximately 45%.  One of the venture
capital firms providing such financing was Core Learning Group,
LLC., who contributed $20,000 in exchange for approximately 13% of
bigchalk.com.  Messrs. Oberndorf and Scully, directors of the
Company, own a majority interest in Core Learning Group, LLC.


                               -52-
<PAGE>
Note 16 - Interim Financial Information (unaudited)

     The following table presents the Company's quarterly results
of operations for fiscal 1999 and fiscal 1998:
<TABLE>
<CAPTION>
                                                     First       Second      Third      Fourth
                                                    Quarter     Quarter     Quarter     Quarter       Year
                                                    --------    --------    --------    --------    --------
<S>                                                 <C>         <C>         <C>         <C>         <C>
1999
Net Sales ......................................    $216,544    $240,353    $233,791    $272,585    $963,273
Gross profit....................................      80,643      92,893      91,632     100,041     365,209
Restructuring charge (1)..................                --          --          --     (36,765)    (36,765)
Earnings from continuing operations before
 equity in earnings (loss) of affiliate ........       5,513      11,053      13,713     (10,877)     19,402
Equity in earnings (loss) of affiliate .........          --          --          --        (950)       (950)
Earnings (loss) from discontinued operations ...        (437)        955        (736)       (246)       (464)
                                                     -------     -------     -------     -------     -------
  Net earnings (loss) ..........................    $  5,076    $ 12,008    $ 12,977    $(12,073)   $ 17,988
                                                     =======     =======     =======     =======     =======
Net earnings (loss) per basic share:
Earnings from continuing operations
 before restructuring charge and
 equity in earnings (loss) of affiliate ........    $   0.24    $   0.47     $  0.58    $   0.74    $   2.02
Restructuring charge ...........................          --          --          --       (1.20)      (1.20)
Equity in earnings (loss) of affiliate .........          --          --          --       (0.04)      (0.04)
Earnings (loss) from discontinued operations ...       (0.02)       0.04       (0.03)      (0.01)      (0.02)
                                                     -------     -------     -------     -------     -------
Net earnings (loss) per common share ...........    $   0.22    $   0.51    $   0.55    $  (0.51)   $   0.76
                                                     =======     =======     =======     =======     =======
Net earnings (loss) per diluted share:
Earnings from continuing operations
 before restructuring charge and
 equity in earnings (loss) of affiliate ........    $   0.23    $   0.46    $   0.57    $   0.73    $   2.00
Restructuring charge ...........................          --          --          --       (1.19)      (1.19)
Equity in earnings (loss) of affiliate .........          --          --          --       (0.04)      (0.04)
Earnings (loss) from discontinued operations ...       (0.02)       0.04       (0.03)      (0.01)      (0.02)
                                                     -------     -------     -------     -------     -------
Net earnings (loss) per common share ...........    $   0.21    $   0.50    $   0.54    $  (0.51)   $   0.75
                                                     =======     =======     =======     =======     =======
1998
Net Sales ......................................    $201,374    $220,123    $216,653    $262,000    $900,150
Gross profit....................................      77,567      86,363      84,647     105,317     353,894
Earnings from continuing operations ............       3,973       9,017      11,294      15,496      39,780
Earnings (loss) from discontinued operations ...        (726)       (719)        (45)     (1,176)     (2,666)
                                                     -------     -------     -------     -------     -------
Net earnings ...................................    $  3,247    $  8,298    $ 11,249    $ 14,320    $ 37,114
                                                     =======     =======     =======     =======     =======
Net earnings per basic share:
Earnings from continuing operations ............    $   0.17    $   0.38    $   0.48    $   0.67    $   1.70
Earnings (loss) from discontinued operations ...       (0.03)      (0.03)         --       (0.05)      (0.11)
                                                     -------     -------     -------     -------     -------
Net earnings per common share ..................    $   0.14    $   0.35    $   0.48    $   0.62    $   1.59
                                                     =======     =======     =======     =======     =======
Net earnings per diluted share:
Earnings from continuing operations ............    $   0.17    $   0.38    $   0.48    $   0.66    $   1.69
Earnings (loss) from discontinued operations ...       (0.03)      (0.03)         --       (0.05)      (0.11)
                                                     -------     -------     -------     -------     -------
Net earnings per common share ..................    $   0.14    $   0.35    $   0.48    $   0.61    $   1.58
                                                     =======     =======     =======     =======     =======

(1) See Note 4 to the Consolidated Financial Statements for a description of the Company's
restructuring charge.
</TABLE>
                               -53-
<PAGE>
Item 9.  Changes in and Disagreements with Accountants on
------   ------------------------------------------------
         Accounting and Financial Disclosure.
         -----------------------------------

     None.


Item 10.  Directors and Executive Officers of the Registrant.

     Information regarding Directors and Executive Officers of the
Registrant is included at the end of Part I of this report.


Item 11.  Executive Compensation.
-------   ----------------------

     The information required by this Item is set forth in the
Company's Proxy Statement for the Annual Meeting of Stockholders to
be held on May 17, 2000 (under the captions "Compensation of
Directors", "Executive Compensation", "Supplemental Retirement
Plan", and "Compensation Committee Interlocks and Insider
Participation"), and is hereby incorporated by reference.


Item 12.  Security Ownership of Certain Beneficial Owners and
-------   ---------------------------------------------------
          Management.
          ----------

     The information required by this Item is set forth in the
Company's Proxy Statement for the Annual Meeting of Stockholders to
be held on May 17, 2000 (under the captions "Security Ownership of
Certain Beneficial Owners and Management", and "Information
Relating to Directors and Executive Officers"), and is hereby
incorporated by reference.


Item 13.  Certain Relationships and Related Transactions.
-------   ----------------------------------------------

     Information regarding Related Party Transactions is included
in Note 15 of this report.  The remaining information required by
this Item is set forth in the Company's Proxy Statement for the
Annual Meeting of Stockholders to be held on May 17, 2000 (under
the caption "Shareholders Agreement"), and is hereby incorporated
by reference.



                               -54-
<PAGE>
                           SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
therefore duly authorized.

Date: March 17, 2000               Bell & Howell Company

                                   By: /s/ James P. Roemer
                                   -----------------------
                                   James P. Roemer
                                   Chairman of the Board of Directors,
                                   President and Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
<TABLE>
<CAPTION
           Signature                               Title                        Date
--------------------------------       ---------------------------        ----------------
<S>                                     <C>                                <C>
/s/ James P. Roemer                     Chairman of the Board of           March 17, 2000
--------------------------------         Directors, President and
James P. Roemer                          Chief Executive Officer

/s/ Nils A. Johansson                   Executive Vice President,          March 17, 2000
--------------------------------         Chief Financial Officer
Nils A. Johansson                        and Director

/s/ Stuart T. Lieberman                 Vice President, Finance            March 17, 2000
--------------------------------         and Chief Accounting
Stuart T. Lieberman                      Officer

/s/ Todd W. Buchardt                    General Counsel and                March 17, 2000
--------------------------------         Secretary
Todd W. Buchardt

/s/ David Bonderman                     Director                           March 17, 2000
--------------------------------
David Bonderman

/s/ David G. Brown                      Director                           March 17, 2000
--------------------------------
David G. Brown

/s/ J. Taylor Crandall                  Director                           March 17, 2000
--------------------------------
J. Taylor Crandall

/s/ Daniel Doctoroff                    Director                           March 17, 2000
--------------------------------
Daniel Doctoroff

/s/ William E. Oberndorf                Director                           March 17, 2000
--------------------------------
William E. Oberndorf

/s/ Gary L. Roubos                      Director                           March 17, 2000
--------------------------------
Gary L. Roubos

/s/ John H. Scully                      Director                           March 17, 2000
--------------------------------
John H. Scully

/s/ William J. White                    Director                           March 17, 2000
--------------------------------
William J. White
</TABLE>
                               -55-
<PAGE>

Item 14.  Exhibits, Financial Statement Schedules, and Reports
-------   ----------------------------------------------------
          on Form 8-K.
          -----------

(a)  1.   Financial statements:
          The following consolidated financial statements of
          Bell & Howell Company are included in Part II, Item 8,
          Financial Statements and Supplementary Data:

          Independent Auditors' Report

          Consolidated Statements of Operations
           - Fiscal Years 1999, 1998, and 1997

          Consolidated Balance Sheets - At the end of fiscal
          years 1999 and 1998

          Consolidated Statements of Cash Flows
          - Fiscal Years 1999, 1998 and 1997

          Consolidated Statements of Shareholders'
          Equity - Fiscal Years 1999, 1998 and 1997

          Notes to Consolidated Financial Statements

     2.   Financial statement schedule filed as a part of
          this report:

          Financial Statement Schedules are omitted as the
          required information is either inapplicable or is
          presented in the Company's Consolidated Financial
          Statements or the Notes thereto.

     3.   Exhibits and Financial Statement Schedules

     (a)     Exhibits.

     Exhibit
       No.     Description
     -------   -----------
      *3.1     Form of Amended and Restated Certificate of
               Incorporation of Bell & Howell Company (f/k/a
               Bell & Howell Operating Company), Amended and
               Restated Registration No. 333-59994


      *3.2     By-laws of Bell & Howell Company (f/k/a Bell &
               Howell Operating Company) Registration
               No. 333-63556


                               -56-
<PAGE>
     *10.1     Amended and Restated Profit Sharing Retirement
               Plan is incorporated herein by reference to
               Exhibit 10.1 to Bell & Howell Company's
               (f/k/a Bell & Howell Operating Company)
               Registration Statement on Form S-1,
               as amended, Registration No. 33-63556

     *10.2     Amended and Restated Replacement Benefit Plan
               is incorporated herein by reference to Exhibit
               10.4 to Bell & Howell Company's
               Registration Statement on Form S-1, as amended,
               Registration No. 33-63556

     *10.3     Supplemental Retirement Plan is incorporated
               herein by reference to Exhibit 10.3 to
               Bell & Howell Company's Registration
               Statement on Form S-1, as amended, Registration
               No. 33-63556

     *10.4     Management Incentive Bonus Plan is incorporated
               herein by reference to Exhibit 10.5 to
               Bell & Howell Company's Registration
               Statement on Form S-1, as amended, Registration
               No. 33-63556

     *10.5     Long Term Incentive Plan II, 1993-1996, is
               incorporated herein by reference to Exhibit to
               Bell & Howell Company's Registration Statement
               on Form S-1, as amended, Registration No. 33-89992

     *10.6     Deferred Benefit Trust is incorporated herein
               by reference to Exhibit 10.10 to Bell & Howell
               Company's Registration Statement on Form S-1, as
               amended, Registration No. 33-63556

     *10.7     Shareholders Agreement dated May 10, 1988, as
               amended, among certain Management Stockholders
               (as defined therein) and Investor Shareholders
               (as defined therein) is incorporated herein by
               reference to Exhibit 10.17 to Bell & Howell
               Company's Registration Statement on Form S-1,
               as amended, Registration No. 33-59994


     *10.8     Registration Rights Agreement dated as of
               May 10, 1988 by and among Bell & Howell
               Group, Inc. and each of the Purchasers referred
               to therein is incorporated herein by reference
               to Exhibit 10.1 to Bell & Howell Company's
               Registration Statement on Form S-1,
               as amended, Registration No. 33-63556


                               -57-
<PAGE>
     *10.9     Amended and Restated Credit Agreement, dated as of
               September 4, 1996, among Bell & Howell Company
               (f/k/a Bell & Howell Operating Company), the
               Lenders listed therein and Bankers Trust Company,
               as Agent, Registration No. 33-59994

     *10.10    Supplement to Fourth Amendment to the
               Shareholders Agreement dated May 10, 1988, as
               amended, among certain Management Stockholders
               (as defined therein) and Investor Shareholders
               (as defined therein) Registration Statement on
               Form S-1, as amended, Registration No. 33-89992

     *10.11    Receivables Purchase Agreement dated May 1, 1996,
               between Bell & Howell Financial Services Company
               and the First National Bank of Chicago,
               Registration No. 33-59994

     *10.12    Bell & Howell Profit Sharing Retirement Plan and
               Bell & Howell Associate Stock Purchase Plan,
               Registration Statement on Form S-8,
               Registration No. 33-99982

     *10.13    Bell & Howell Company 1995 Stock Option Plan, as
               amended, Registration Statement on Form S-8,
               Registration No. 333-48425

     *10.14    Bell & Howell Company 1995 Non-Employee Director's
               Stock Option Compensation Plan, Registration
               on Form S-8, Registration No. 333-93099

       21.1    Subsidiaries of Bell & Howell Company

       23.1    Consent of KPMG LLP

       27.1    Financial Data Schedule

* As previously filed


                               -58-
<PAGE>