<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ------------

                                    Form 10-Q
                                  ------------
(Mark One)

    (X)           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 2000

                                       OR

    (  )          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934
                        For the transition period from ____ to ____
                                     -------

                         Commission File Number 0-12954


                        CADMUS COMMUNICATIONS CORPORATION
                        ---------------------------------
             (Exact name of registrant as specified in its charter)


           Virginia                               54-1274108
-------------------------------                -------------
(State or other jurisdiction of                 (I.R.S. Employer
 incorporation or organization)              Identification Number)

                        6620 West Broad Street, Suite 240
                            Richmond, Virginia 23230
           (Address of principal executive offices including zip code)


               Registrant's telephone number, including area code:
                                 (804) 287-5680


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X  No
                                      ---   ---

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of April 30, 2000.

                  Class                         Outstanding at April 30, 2000
                  -----                         -----------------------------
Common Stock, $.50 Par Value                             8,937,592
<PAGE>

               CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                                      INDEX
<TABLE>
<CAPTION>

                                                                                                            Page Number
                                                                                                            -----------

Part I.      Financial Information

<S> <C>
             Item 1.      Financial Statements

                  Condensed Consolidated Balance Sheets --                                                        3
                  March 31, 2000 (unaudited) and June 30, 1999

                  Condensed Consolidated Statements of Income (unaudited) --                                      4
                  Three and Nine Months Ended March 31, 2000 and 1999

                  Condensed Consolidated Statements of Cash Flows (unaudited) --                                  5
                  Nine Months Ended March 31, 2000 and 1999

                  Condensed Consolidated Statements of Shareholders' Equity --
                  Nine Months Ended March 31, 2000 (unaudited) and year ended June 30, 1999                       6

                  Notes to Condensed Consolidated Financial Statements (unaudited)                                7


             Item 2.      Management's Discussion and Analysis of Financial                                      11
                          Condition and Results of Operations

             Item 3.      Quantitative and Qualitative Disclosures about Market Risk                             16


Part II.     Other Information

             Item 6.      Exhibits and Reports on Form 8-K                                                       16

</TABLE>
                                       2
<PAGE>

                          PART I. FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
               CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (In thousands, except per share data)
<TABLE>
<CAPTION>

                                                                                 March 31,            June 30,
                                                                                   2000                 1999
                                                                               ----------------      -----------
                                                                                (Unaudited)
<S> <C>
ASSETS
Current assets:
   Cash and cash equivalents                                                    $      1,456         $     5,068
   Accounts receivable, net                                                           58,054              92,532
   Inventories                                                                        28,477              30,586
   Deferred income taxes                                                               4,766               5,842
   Prepaid expenses and other                                                          4,606               6,230
                                                                               ----------------      --------------

        Total current assets                                                          97,359             140,258

Property, plant, and equipment (net of accumulated depreciation
   of  $119,503 at March 31, 2000 and $115,382 at June 30, 1999)                     153,298             173,085
Goodwill and other intangibles, net                                                  185,532             198,570
Other assets                                                                          10,720              11,933
                                                                               ----------------      --------------

TOTAL ASSETS                                                                    $    446,909         $   523,846
                                                                               ================      ==============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Short-term borrowings                                                        $      3,600         $        --
   Current maturities of long-term debt                                               10,115               6,637
   Accounts payable                                                                   35,554              42,017
   Accrued expenses                                                                   31,483              31,275
   Restructuring reserve                                                               3,870                  --
                                                                               ----------------      --------------

        Total current liabilities                                                     84,622              79,929

Long-term debt, less current maturities                                              207,399             269,242
Other long-term liabilities                                                           33,804              29,426
Deferred income taxes                                                                  4,626               8,716

Shareholders' equity:
    Common stock ($.50 par value;  authorized  shares-16,000,000  shares; issued
        and outstanding shares - 8,938,000 at
        March 31, 2000 and 9,011,000 at June 30, 1999)                                 4,469               4,505
   Capital in excess of par value                                                     67,363              68,001
   Retained earnings                                                                  45,002              64,403
   Accumulated other comprehensive loss
                                                                                        (376)               (376)
                                                                               ----------------      --------------

        Total shareholders' equity                                                   116,458             136,533
                                                                               ----------------      --------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                      $    446,909         $   523,846
                                                                               ================      ==============
</TABLE>

See accompanying Notes to Condensed Consolidated Financial Statements.

                                       3
<PAGE>

               CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                      (In thousands, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                         Three Months Ended                   Nine Months Ended
                                                             March 31,                            March 31,
                                                     ---------------------------          ---------------------------
                                                         2000           1999                  2000           1999
                                                      ------------   -----------           ------------   ------------

<S> <C>
 Net sales                                           $   121,706    $   100,001           $    377,859   $    308,596
                                                      ------------   -----------           ------------   ------------

 Operating expenses:
     Cost of sales                                        93,734         80,248                295,154        246,266
      Selling and administrative                          16,785         14,907                 52,153         44,402
     Net gain on divestitures                                 --         (9,521)                   --         (9,521)
     Restructuring and other charges                       1,583             --                 34,144            --
                                                      ------------   -----------           ------------   ------------
                                                         112,102         85,634                381,451        281,147
                                                      ------------   -----------           ------------   ------------

 Operating income (loss)                                   9,604         14,367                 (3,592)        27,449
                                                      ------------   -----------           ------------   ------------

 Interest and other (income) expenses:
     Interest                                              5,661          1,878                 17,658          6,085
     Securitization costs                                    465             --                    876             --
     Other, net                                             (300)           250                   (697)           (66)
                                                      ------------   -----------           ------------   ------------
                                                           5,826          2,128                 17,837          6,019
                                                      ------------   -----------           ------------   ------------

 Income (loss) before income taxes                         3,778         12,239                (21,429)        21,430

 Income tax expense (benefit)                              1,929          4,712                 (3,376)         8,251
                                                      ------------   -----------           ------------   ------------

 Net income (loss)                                   $     1,849    $     7,527           $    (18,053)  $     13,179
                                                       ==========     ==========           ============   ===========


 Earnings per share - basic:
     Net income (loss) per share                     $        .21   $        .96          $     (2.00)   $       1.67
                                                      ===========    ===========           ===========    ===========
     Weighted-average common shares
       outstanding                                          8,995          7,835                 9,008          7,872
                                                      ===========    ===========           ===========    ===========

 Earnings per share - diluted:
     Net income (loss) per share                     $        .21   $        .94          $     (2.00)   $       1.63
                                                      ===========    ===========           ===========    ===========
     Weighted-average common shares
       outstanding                                          8,997          7,968                 9,008          8,073
                                                      ===========    ===========           ===========    ===========




 Cash dividends per common share                     $        .05   $        .05          $       .15            $.15
                                                      ===========    ===========           ==========     ===========

</TABLE>

See accompanying Notes to Condensed Consolidated Financial Statements.

                                       4
<PAGE>

               CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                        Nine Months Ended
                                                                                             March 31,
                                                                                    -----------------------------

                                                                                       2000              1999
                                                                                    ------------      -----------
<S> <C>
Operating Activities
Net income (loss)                                                                   $  (18,053)       $   13,179
Adjustments to reconcile net income (loss) to net cash provided by
    operating activities:
    Depreciation and amortization                                                       19,538            14,326
    Net gain on divestitures                                                                 -            (9,521)
    Restructuring and other charges                                                     34,144                 -
    Other, net                                                                             931             6,461
                                                                                    ------------      -----------

                                                                                        36,560            24,445
                                                                                    ------------      -----------
Changes in assets and  liabilities,  excluding debt and effects of  acquisitions
   and dispositions:
   Accounts receivable, net                                                              4,947            (4,523)
   Inventories                                                                            (192)           (4,846)
   Accounts payable and accrued expenses                                                (4,662)           (8,928)
   Restructuring reserve (due to cash payments)                                         (7,339)           (1,236)
   Other, net                                                                            1,250            (1,394)
                                                                                    ------------      -----------

                                                                                        (5,996)          (20,927)
                                                                                    ------------      -----------

Net cash provided by operating activities                                               30,564             3,518
                                                                                    ------------      -----------

Investing Activities
Purchases of property, plant, and equipment                                            (12,515)          (12,340)
Proceeds from sales of property, plant, and equipment                                    5,236               962
Payments for businesses acquired                                                             -            (5,192)
Net proceeds from divested businesses                                                    3,868            34,971
Other, net                                                                              (2,586)             (295)
                                                                                    ------------      -----------

Net cash (used in) provided by investing activities                                     (5,997)           18,106
                                                                                    ------------      -----------

Financing Activities
Proceeds from short-term borrowings                                                      3,600            10,070
Proceeds from sale of accounts receivable                                               27,900                 -
Repayment of long-term revolving credit facility                                       (55,350)          (23,500)
Repayment of tax-exempt bonds                                                           (1,600)                -
Repayment of long-term borrowings                                                       (1,415)           (4,852)
Dividends paid                                                                          (1,348)           (1,183)
Repurchase and retirement of common stock                                                    -            (3,864)
Issuance of stock                                                                            -             1,986
Proceeds from exercise of stock options                                                     34                 -
                                                                                    ------------      -----------

Net cash used in financing activities                                                  (28,179)          (21,343)
                                                                                    ------------      -----------

Increase (decrease) in cash and cash equivalents                                        (3,612)              281

Cash and cash equivalents at beginning of period                                         5,068                 -
                                                                                    ------------      -----------

Cash and cash equivalents at end of period                                          $    1,456        $      281
                                                                                    ============      ===========

</TABLE>

See accompanying Notes to Condensed Consolidated Financial Statements.


                                       5
<PAGE>

               CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
                                 (In thousands)

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------
                                                                                     Accumulated
                                                         Capital in                     Other
                                       Common Stock       Excess of     Retained    Comprehensive
(in thousands)                        Shares   Amount     Par Value     Earnings    Income (Loss)    Total
----------------------------------------------------------------------------------------------------------------
<S> <C>
Balance at June 30, 1998              7,921  $  3,961     $ 53,532      $  52,323   $      --   $  109,816

Net income                               --        --           --         13,713          --       13,713
Change in minimum pension liability      --        --           --             --        (376)        (376)
                                                                           ------        -----      ------
Comprehensive income                                                       13,713        (376)      13,337
                                                                           ------        -----      ------

Cash dividends - $.20 per share          --        --           --         (1,633)         --       (1,633)
Repurchase and retirement
   of common stock                     (201)     (101)      (3,763)            --          --       (3,864)
Issuance of common stock for
   business acquisitions              1,288       644       18,204             --          --       18,848
Net shares issued upon exercise
  of stock options                        3         1           28             --          --           29
----------------------------------------------------------------------------------------------------------------
Balance at June 30, 1999              9,011     4,505       68,001         64,403        (376)     136,533
 (the following data is unaudited)
Net loss (and comprehensive loss)        --        --           --        (18,053)         --      (18,053)
Cash dividends - $.15 per share          --        --           --         (1,348)         --       (1,348)
Net shares retired                      (76)      (38)        (670)            --          --         (708)
Net shares issued upon exercise
  of stock options                        3         2           32             --          --           34
----------------------------------------------------------------------------------------------------------------
Balance at March 31, 2000             8,938  $  4,469     $ 67,363      $  45,002   $    (376)  $  116,458
----------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying Notes to Condensed Consolidated Financial Statements.



                                       6
<PAGE>

               CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.   The  accompanying  unaudited  consolidated  financial  statements of Cadmus
     Communications Corporation (the "Company") have been prepared in accordance
     with  generally  accepted  accounting   principles  for  interim  financial
     reporting,  and with  applicable  quarterly  reporting  regulations  of the
     Securities  and  Exchange  Commission.  They  do  not  include  all  of the
     information  and  footnotes  required  by  generally  accepted   accounting
     principles for complete financial  statements and,  accordingly,  should be
     read in conjunction with the consolidated  financial statements and related
     footnotes  included  in the  Company's  annual  report on Form 10-K for the
     fiscal year ended June 30, 1999.

     In the  opinion  of  management,  all  adjustments  (consisting  of  normal
     recurring  adjustments)  considered  necessary for a fair  presentation  of
     interim financial information have been included. The results of operations
     for the period  ended March 31, 2000,  are not  necessarily  indicative  of
     results for the entire fiscal year.

     Certain  previously  reported amounts have been  reclassified to conform to
     the current-year presentation.

2.   Basic  earnings  per share is  computed  on the  basis of  weighted-average
     common  shares  outstanding  from the date of issue.  Diluted  earnings per
     share  is  computed  on  the  basis  of   weighted-average   common  shares
     outstanding  plus common  shares  contingently  issuable  upon  exercise of
     dilutive  stock  options.  Incremental  shares for dilutive  stock  options
     (computed  under the treasury  stock method) were 2,000 and 133,000 for the
     three months  ended,  and 0 and 201,000 for the nine months ended March 31,
     2000 and 1999, respectively.

3.   Components of net inventories at March 31, 2000 and June 30, 1999, were as
     follows (in thousands):

                                     March 31,               June 30,
                                       2000                    1999
                                   -------------           ------------
                                   (unaudited)

     Raw materials and supplies    $    9,197              $     9,389
     Work in process                   17,701                   17,485
     Finished goods                     1,579                    3,712
                                   -------------           ------------
                                   $    28,477             $    30,586
                                   =============           ============

4.   The  Company  is  organized  around  two  business  groups:   Professional
     Communications,  serving customers who publish information,  and Marketing
     Communications,   serving   customers  who  convey   marketing   messages.
     Professional   Communications,   which  serves  both   not-for-profit  and
     commercial  publishers,  is comprised of three product lines:  STM journal
     services,  special interest magazines,  and soft cover  books/directories.
     Professional   Communications   provides  a  full  range  of  composition,
     editorial,  prepress, printing,  warehousing and distribution services. In
     addition,  this group provides a full  complement of digital  products and
     services,  including website design and architecture,  content management,
     Internet and CD ROM-based electronic archiving, electronic peer review and
     online publishing.  Marketing Communications includes specialty packaging,
     promotional printing, and catalog photography and design services.

     The accounting  policies for the groups are the same as those  described in
     Note 1 "Significant  Accounting  Policies" in the fiscal 1999 Annual Report
     on Form 10-K.  The  Company  primarily  evaluates  the  performance  of its
     operating  groups  based on operating  income,  excluding  amortization  of
     goodwill and restructuring charges.  Intergroup sales for the third quarter
                                       7
<PAGE>

     and first  nine  months of fiscal  2000 are not  significant.  The  Company
     manages income taxes on a consolidated basis.

     Summarized group data is as follows:
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------
                                           Professional             Marketing
     (In thousands)                       Communications         Communications         Total
-------------------------------------------------------------------------------------------------
 <S> <C>
     Three Months Ended March 31, 2000:
         Net sales                        $    92,675           $    29,031        $   121,706
         Operating income                      13,899                   780             14,679

     Three Months Ended March 31, 1999:
         Net sales                        $    52,098           $    47,903        $   100,001
         Sales between groups                      --                    --                 --
         Operating income                       7,457                  (253)             7,204



     Nine Months Ended March 31, 2000:
         Net sales                        $   271,069           $   106,790        $   377,859
         Operating income                      38,158                 1,548             39,706

     Nine Months Ended March 31, 1999:
         Net sales                        $   154,272           $   155,144        $   309,416
         Sales between groups                    (820)                   --               (820)
         Operating income                      23,642                 1,003             24,645
</TABLE>


     A reconciliation of group data to consolidated data is as follows:

<TABLE>
<CAPTION>

                                                              Three Months Ended               Nine Months Ended
                                                                  March 31,                        March 31,
                                                          ---------------------------       -------------------------
           (In thousands)                                      2000          1999              2000           1999
                                                           -------------   ----------       -----------    -----------
<S> <C>
           Earnings from operations:
           Reportable group operating income              $     14,679    $   7,204        $   39,706     $   24,645
           Amortization of goodwill                             (1,291)        (487)           (3,966)        (1,453)
           Unallocated shared services and other
             corporate expenses                                 (2,201)      (1,871)           (5,188)        (5,264)
           Gain on divestitures, net                                --        9,521                --          9,521
           Restructuring and other charges                      (1,583)          --           (34,144)            --
           Interest expense, net                                (5,661)      (1,878)          (17,658)        (6,085)
           Securitization costs                                   (465)          --              (876)            --
           Other income, net                                       300         (250)              697             66
                                                           -------------   ----------       -----------    -----------
           Income (loss) before income taxes              $      3,778    $  12,239        $  (21,429)    $   21,430
                                                           -------------   ----------       -----------    -----------

</TABLE>


5.   In  October  1999,  the  Company  announced  organizational  changes  and a
     restructuring  plan intended to 1) effect  additional  planned synergies in
     connection  with its April  1999  acquisition  of the Mack  Printing  Group
     ("Mack")  and  2)  focus  the  Company's   resources  on  the  professional
     communications and specialty packaging markets.  The restructuring plan has
     the following broad components:

     o closing the  Atlanta-based  Cadmus Point of Purchase  ("POP") business
       unit;
     o implementing  additional,  planned synergies  associated with the
       integration of Mack;
     o divesting  the  Company's  Richmond-  and  Charlotte-based   marketing
       agencies;
     o consolidating certain corporate functions and overhead.

     As of March 31, 2000, the following restructuring actions had taken place:

     o The POP business unit was closed in October, 1999.
     o The workflows of two composition  facilities in Lancaster,  Pennsylvania
       were substantially integrated.
                                       8
<PAGE>

     o The Richmond  agency  business was closed in July,  1999,  and the
       Company sold its  Charlotte-based  agency  operation in September,
       1999.
     o The Company consolidated  certain corporate  functions,  including
       eliminating   the   overhead   associated   with   its   Marketing
       Communications sector.
     o The Company eliminated certain overhead within the Professional
       Communications group.

     The Company recorded first quarter restructuring and other charges totaling
     $16.6 million  ($14.1  million net of taxes).  These  charges  included the
     write-off of  intangible  assets  related to the  Company's POP business of
     $11.1 million, the write-off of redundant  manufacturing software resulting
     from the  integration  of Mack of $6.2  million,  and a net  gain  from the
     closure and divestiture of the two marketing businesses of $0.7 million.

     The  Company  recorded  second  quarter  restructuring  and  other  charges
     totaling $16.0 million ($10.0 million net of taxes).  These charges related
     to the closure of the  company's  POP business,  the  consolidation  of two
     composition   facilities,   and  the  consolidation  of  certain  corporate
     functions and overhead. Total restructuring and other charges in the second
     quarter  consisted  of  asset  write-downs  of  $7.9  million,  involuntary
     termination  costs  of $4.5  million,  contract  termination  costs of $3.0
     million, and other post closure shutdown costs of $0.6 million. Involuntary
     termination costs relate to approximately 170 associates  located primarily
     at  the  POP  business,  two  composition  facilities,  and  the  corporate
     location.

     The Company  recorded  third quarter  restructuring  charges  totaling $1.6
     million ($1.4 million net of taxes.) These charges related primarily to the
     continued  consolidation  of  duplicate  facilities  and  overhead  in  the
     Professional Communications group. Total restructuring and other charges in
     the third quarter  consisted of asset  write-offs of $.6 million,  contract
     termination costs of $.2 million, and involuntary  termination costs of $.8
     million.   Involuntary   termination   costs  relate  to  approximately  50
     associates located primarily within the Professional Communications group.

     For the nine month period ended March 31, 2000,  the company made severance
     payments  totaling $4 million to  approximately  190  associates.  The $3.9
     million  restructuring  reserve  at  March  31,  2000 is  comprised  of the
     following: $1.3 million for involuntary termination costs, $1.3 million for
     contract  termination  costs,  and $1.3  million  for  other  post  closure
     shutdown  costs.  The Company  expects all  restructuring  actions  will be
     completed within the next 9 months.

6.   The Company entered into a receivables  securitization  program on October
     26,  1999.  Under the  program,  the Company  entered into an agreement to
     sell,  on a  revolving  basis,  certain of its  accounts  receivable  to a
     wholly-owned subsidiary, which entered into an agreement to transfer, on a
     revolving  basis,  an  undivided   percentage   ownership  interest  in  a
     designated  pool  of  accounts  receivable  to an  unrelated  third  party
     purchaser  up to a  maximum  of  $35.0  million.  These  transactions  are
     accounted for as a sale of accounts  receivable.  At March 31, 2000, $27.9
     million of accounts  receivable had been sold and reflected as a reduction
     of  accounts  receivable,  the  proceeds  of  which  were  used to repay a
     corresponding  amount of the Company's  senior bank credit  facility.  The
     fees arising from the  securitization  transaction of $0.5 million for the
     three months  ended March 31,  2000,  and $0.9 million for the nine months
     ended  March  31,  2000,  are  reported  as  securitization  costs  on the
     condensed consolidated  statements of income for the three and nine months
     ended March 31, 2000.  These fees vary,  based on the level of receivables
     sold and commercial paper rates plus a margin, providing a lower effective

                                       9
<PAGE>

     rate than that available under the Company's  senior bank credit facility.
     The Company  maintains an allowance  for  doubtful  accounts  based on the
     expected collectibility of all accounts receivable,  including receivables
     sold.

7.   On May 11, 2000, the Company  announced that Mr. C. Stephenson  Gillispie,
     Jr. will retire as chairman,  president and chief executive officer and as
     a  director  effective  June 30,  2000.  Mr.  Bruce V.  Thomas,  currently
     executive  vice  president  and chief  operating  officer,  was elected to
     replace Mr.  Gillispie  as  president  and chief  executive  officer.  Mr.
     Russell M. Robinson, II, was elected to serve as nonexecutive chairman.

     In connection with the announced retirement, the Company has effected a
     retirement agreement with Mr. Gillispie. The components total approximately
     $3.0 million, with a present value of $2.2 million, and consist of the
     following:

     o Salary continuation payments, including benefits, totaling $1.4 million,
       with a present value of $1.3 million ;

     o Additional retirement benefits totaling $1.5 million, with a present
       value of $0.9 million; and

     o Certain health and welfare continuation benefits valued at $0.1 million.

     In addition, under the terms of the agreement, all unexercised Cadmus
     stock options held by Mr. Gillispie, which totaled 244,200 shares at March
     31, 2000, were cancelled. The agreement also provides for ongoing
     consultation by Mr. Gillispie and contains certain restrictive covenants
     which prohibit Mr. Gillispie from competing, either directly or indirectly,
     with the Company or becoming a party to any transaction which would effect
     a "change in control" of the Company.

     The Company  expects to recognize a special charge in the fourth quarter of
     fiscal  2000 in the amount of  approximately  $2.4  million  related to the
     items above.


                                       10
<PAGE>

                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


GENERAL
Headquartered in Richmond,  Virginia, Cadmus Communications Corporation provides
customers with integrated,  end-to-end information and communications solutions.
The  Company is  organized  around two  primary  business  groups:  Professional
Communications,   serving  customers  who  publish  information,  and  Marketing
Communications,  serving customers who convey marketing messages.  Cadmus is the
largest  provider of production  services to  scientific,  technical and medical
journal  publishers in the world,  the fourth  largest  publications  printer in
North America,  and a leading national provider of specialty  packaging products
and services.

In  October  1999,   the  Company   announced   organizational   changes  and  a
restructuring  plan  intended  to 1)  effect  additional  planned  synergies  in
connection  with its April 1999  acquisition of the Mack Printing Group ("Mack")
and 2) focus the  Company's  resources on the  professional  communications  and
specialty  packaging  markets.  The  restructuring  plan has the following broad
components:

        o closing the Atlanta-based Cadmus Point of Purchase ("POP") business
          unit;
        o implementing additional, planned synergies associated with the
          integration of Mack;
        o divesting the Company's Richmond- and Charlotte-based marketing
          agencies; and
        o consolidating certain corporate functions and overhead.

The company  estimates that the annualized  improvement in operating income from
its restructuring plan will exceed $6 million and that net funds liquidated will
result in  approximately  $1  million  in annual  interest  savings  from  these
activities.

As of March 31, 2000, the following restructuring actions had taken place:

        o The POP business unit was closed in October, 1999.
        o The workflows of two composition facilities in Lancaster,
          Pennsylvania were substantially integrated.
        o The Richmond agency business was closed in July, 1999,  and the
          Company sold its Charlotte-based agency operation in September, 1999.
        o The Company consolidated certain corporate functions, including
          eliminating the overhead associated with its Marketing
          Communications sector.
        o The Company eliminated certain overhead within the Professional
          Communications group.

The Company expects all restructuring  actions will be completed over the next 9
months.



                                       11
<PAGE>

RESULTS OF OPERATIONS
The  following   table  presents  the  major   components   from  the  Condensed
Consolidated  Statements  of Income as a percent  of net sales for the three and
nine months periods ended March 31, 2000 and 1999:
<TABLE>
<CAPTION>

                                                 Three Months Ended             Nine Months Ended
                                                     March 31,                      March 31,
                                                     ---------                      ---------
                                                   2000        1999             2000        1999
                                                   ----       -----             ----        ----
<S> <C>
Net sales                                         100.0%        100.0%          100.0%     100.0%
Cost of sales                                      77.0          80.2            78.1       79.8
                                                  -----       -------           -----     ------
Gross profit                                       23.0          19.8            21.9       20.2
Selling and administrative expenses                13.8          14.9            13.8       14.4
Net gain on divestitures                             --          (9.5)             --       (3.1)
Restructuring and other charges                     1.3            --             9.1         --
                                                 ------       -------            -----    -------
Operating income (loss)                             7.9          14.4            (1.0)       8.9
Interest expense                                    4.6           1.9             4.7        2.0
Securitization costs                                0.4            --             0.2         --
Other expenses (income), net                       (0.2)          0.3            (0.2)        --
                                                 -------     --------           -------   -------
Income (loss) before income taxes                   3.1          12.2            (5.7)       6.9
Income tax expense (benefit)                        1.6           4.7            (0.9)       2.6
                                                 -------     --------           -------   -------
Net income (loss)                                   1.5%          7.5%           (4.8)%      4.3%
                                                 =======     ========           =======   =======
</TABLE>



Sales
Sales for the third quarter of fiscal 2000 were $121.7  million,  a 22% increase
from sales of $100.0 million in the third quarter of fiscal 1999.  Sales for the
first nine  months of fiscal  2000 also  increased  22% to $377.9  million.  The
increase for the three and nine-month  periods was driven by double-digit  sales
growth  from  the  specialty  packaging  business,  as well  as the  incremental
contribution  from the Mack  acquisition.  Adjusted for the acquisition of Mack,
and divested  businesses,  net sales  increased 5% and 7% for the three and nine
months periods ended March 31, 2000, respectively.

Professional  Communications  sales rose 78% and 76% for the third  quarter  and
first nine  months of fiscal  2000,  respectively,  compared  to the prior year.
Adjusted  for the  acquisition  of Mack,  sales  increased  by 2% for the  third
quarter of fiscal 2000 and declined 1% for the first nine months of fiscal 2000,
compared  to the  corresponding  periods  of  fiscal  1999.  The  third  quarter
improvement  was due to  increased  new  business  development.  The nine  month
decrease  was  primarily  due to a higher than normal  customer  attrition  rate
experienced in the first half of the fiscal year.

In  the  Marketing  Communications  group,  the  Company's  specialty  packaging
business  recorded a 26% increase in sales in the third  quarter of fiscal 2000,
and a 37%  increase in sales year to date over the prior year.  These  increases
were due  primarily to expanded  volume in both new and existing  accounts.  The
graphic  solutions  business  experienced  an 11% decline in sales for the third
quarter and a 2%  increase  in sales for the first nine  months of fiscal  2000,
compared to the prior year.  The decline in sales in the thirds  quarter was due
to  soft  commercial  printing  market  conditions  in  the  third  quarter  and
competitive pressures.  Divested and closed operations had no sales in the third
quarter  and  contributed  $12.3  million in sales to the first  nine  months of
fiscal 2000,  respectively,  compared to $21.5  million and $78.6 million in the
corresponding periods of the prior year.

                                       12
<PAGE>

Gross Profit
Gross profit increased to 23.0% and 21.9% of net sales for the third quarter and
first nine months of fiscal 2000, respectively,  compared to 19.8% and 20.2% for
the same periods of fiscal 1999.  The  improvement  in gross profit  margins was
primarily due to savings  resulting from the restructure  actions,  higher plant
utilization resulting from volume gains and improved plant efficiencies.

Selling and Administrative Expenses
Selling and  administrative  expenses,  as a percentage of net sales, were 13.8%
for both the third  quarter  and first nine  months of fiscal  2000  compared to
14.9%  and  14.4% in the same  periods  of the  prior  year.  This  decline  was
primarily  attributable to the favorable impact resulting from the restructuring
actions  involving the integration of Mack and divestiture of certain  marketing
business.  Partially offsetting these benefits was higher goodwill  amortization
expense related to the Mack acquisition.

Restructuring and Other Charges
The Company  recorded  first quarter  restructuring  and other charges  totaling
$16.6 million ($14.1 million net of taxes). These charges included the write-off
of intangible assets related to the Company's POP business of $11.1 million, the
write-off of redundant  manufacturing software resulting from the integration of
Mack of $6.2 million, and a net gain from the closure and divestiture of the two
marketing businesses of $0.7 million.

The Company  recorded second quarter  restructuring  and other charges  totaling
$16.0 million ($10.0 million net of taxes). These charges related to the closure
of the company's POP business, the consolidation of two composition  facilities,
and the  consolidation  of  certain  corporate  functions  and  overhead.  Total
restructuring  and  other  charges  in the  second  quarter  consisted  of asset
write-downs  of $7.9  million,  involuntary  termination  costs of $4.5 million,
contract  termination  costs of $3.0  million,  and other post closure  shutdown
costs of $0.6 million. Involuntary termination costs relate to approximately 170
associates  located primarily at the POP business,  two composition  facilities,
and the corporate  location.  For the six month period ended  December 31, 1999,
the company made severance  payments  totaling $2.1 million to approximately 150
associates.  The $5.5  million  restructuring  reserve at  December  31, 1999 is
comprised of the following: $2.4 million for involuntary termination costs, $1.7
million for contract  termination  costs and $1.4 million for other post closure
shutdown costs.

The Company recorded third quarter  restructuring  charges totaling $1.6 million
($1.4 million net of taxes.) These  charges  related  primarily to the continued
consolidation of duplicate facilities in the Professional  Communications group.
Total  restructuring  and other charges in the third quarter  consisted of asset
write-offs  of $.6  million,  contract  termination  costs of $.2  million,  and
involuntary  termination  costs of $.8 million.  Involuntary  termination  costs
relate to approximately 50 associates  located primarily in Cadmus  Professional
Communications organization

The Company expects all restructuring  actions will be completed over the next 9
months.

Operating Income
The Company  recorded  operating income of $9.6 million for the third quarter of
fiscal 2000  compared  to $14.4  million in the  corresponding  period of fiscal
1999.  The decline in operating  income was due  primarily  to two factors:  (1)
restructuring  charges  recorded in the third  quarter of fiscal 2000 related to
the  continued   consolidation  of  duplicate  facilities  in  the  Professional
Communications  group and (2) a net gain a $9.5  million  recorded  in the third
quarter of fiscal 1999 related to the  divestiture  of the  Company's  financial
communications and custom publishing product lines.

The Company recorded an operating loss of $3.6 million for the nine month period
ended March 31, 2000, compared to operating income of $27.4 million in the prior
year. This decline was due primarily to $34.1 million in restructuring  charges
related to actions  taken in the first three  quarters of fiscal 2000 and a gain
of $9.5  million  recorded  in fiscal  1999  related to the  divestiture  of the
Company's  financial  communications and custom publishing product lines and the


                                       13
<PAGE>

inclusion of Mack results.  Excluding restructuring and other charges, operating
income  rose to 9.2% and 8.1% of net sales for the third  quarter and first nine
months of fiscal 2000,  respectively,  up from 4.8% and 5.8% of net sales in the
corresponding  periods of the prior year, primarily due to the inclusion of Mack
results in fiscal 2000.

Interest and Other Expenses and Income Taxes
Interest expense  increased $3.8 million and $11.6 million for the third quarter
and first nine months of fiscal 2000 over the same periods in fiscal  1999.  The
increase in interest  expense was due primarily to higher debt levels  resulting
from the acquisition of Mack,  along with higher interest rates on the Company's
senior credit facility and senior  subordinated notes issued in conjunction with
the Mack  acquisition.  The Company  reduced debt by $26.9  million in the first
nine  months  of  fiscal  2000,   exclusive  of  debt   reduction   due  to  the
securitization  program.  The effects of lower debt  levels on interest  expense
were offset by higher short-term interest rates in fiscal 2000.

As a result of its implementation of a receivables  securitization  program with
its lead bank, the Company incurred $0.5 million in securitization  costs in the
third  quarter of fiscal 2000 and $0.9  million in  securitization  fees year to
date. These fees vary based on commercial paper rates plus a margin, providing a
lower effective rate than that available under the Company's  senior bank credit
facility.  The Company  anticipates that Mack's receivables will be brought into
the receivables securitization program during the fourth quarter of fiscal 2000.

The Company  recognized income tax expense at an effective tax rate of 51.1% for
the third  quarter and income tax benefits at an effective  tax rate of 5.7% for
the first nine months of fiscal  2000,  respectively,  compared to an income tax
rate of 38.5% in the  comparable  periods of fiscal 1999.  The  reduction in the
effective  tax  rate  for the  first  nine  months  of  fiscal  2000 is  largely
attributable to the  non-deductibility of restructuring  charges associated with
the write-off of certain intangible assets.

LIQUIDITY AND CAPITAL RESOURCES

Operating Activities
Net cash  provided by operating  activities  for the first nine months of fiscal
2000 totaled $30.6  million,  compared to $3.5 million for the first nine months
of fiscal 1999.  This $27.1 million  improvement  was  attributable to increased
operating   earnings  (before   depreciation,   amortization  and  restructuring
charges),  including  the impact of reporting  Mack's  results in the first nine
months of fiscal  2000,  and improved  working  capital  management.  Changes in
working  capital  during the first nine months  required  $6.0  million in cash,
primarily  attributable to cash outlays  related to the Company's  restructuring
plan.  The $18.3 million  improvement  in working  capital cash flow,  excluding
restructuring  cash  requirements,  resulted  from 1)  improved  collections  on
accounts receivable, 2) improved inventory and payables management, and 3) lower
sales and management incentives paid in the first half of fiscal 2000.

Investing Activities
Net cash used in investing activities was $6.0 million for the first nine months
of fiscal  2000,  as compared to net cash  provided by investing  activities  of
$18.1 million in the prior year. Net proceeds from divested  businesses  totaled
$3.9  million  in the  third  quarter  of  fiscal  2000,  from  the  sale of the
Charlotte-based  direct  marketing  agency in  fiscal  2000,  compared  to $35.0
million from the sale of the financial  communications  business in fiscal 1999.
Proceeds from the sale of property,  plant and equipment totaled $5.2 million in
the current year, and related primarily to the sale of a manufacturing  facility
and related equipment in the point of purchase  business.  Capital  expenditures
remained  consistent  with  the  prior  year  at  $12.5  million,  and  included
investments primarily in prepress and manufacturing  equipment, and new business
and manufacturing  systems.  The Company estimates that capital expenditures for
fiscal 2000 will  approximate  $20  million.  In the first nine months of fiscal
2000, the Company made  additional  payments of $2.6 million in connection  with

                                       14
<PAGE>

its acquisition of Mack in April, 1999. Net cash used in investing activities in
fiscal 1999 included $5.2 million of cash paid for the purchase of the assets of
Beacon Press, Incorporated and the stock of Dynamic Diagrams.

Financing Activities
Net cash used in  financing  activities  was $28.2  million  for the first  nine
months of fiscal  2000  compared  to $21.3  million in fiscal  1999.  Short-term
borrowings  and cash  provided by operations  were used to fund working  capital
requirements, to pay down $26.9 million in debt (exclusive of the securitization
program), and to fund $1.3 million in dividend payments.

On October 26,  1999,  the Company  entered  into a  receivables  securitization
program.  Under the program, the Company entered into an agreement to sell, on a
revolving  basis,   certain  of  its  accounts   receivable  to  a  wholly-owned
subsidiary,  which entered into an agreement to transfer,  on a revolving basis,
an undivided  percentage  ownership  interest in a  designated  pool of accounts
receivable  to an  unrelated  third  party  purchaser  up to a maximum  of $35.0
million.  These transactions are accounted for as a sale of accounts receivable.
At March 31,  2000,  $27.9  million  of  accounts  receivable  had been sold and
reflected as a reduction of accounts receivable, the proceeds of which were used
to repay a corresponding  amount of the term loan facility under the senior bank
credit facility.

For the nine months ended March 31, 1999,  the Company  decreased its borrowings
by $18.3  million.  This  decline  in total  debt  was  attributable  to the net
proceeds from the sale of the financial communications business, which were used
to reduce debt in the third  quarter of fiscal  1999.  Additional  uses of funds
included the repurchase of common stock for $3.9 million,  and dividend payments
of $1.2 million.

Total debt at March 31, 2000, was $221.1 million, down $54.8 million from $275.9
million at June 30, 1999. The Company's debt to capital ratio was 65.4% at March
31, 2000,  down from 66.9% at June 30, 1999,  primarily  due to the reduction in
overall debt levels offset by the impact on equity resulting from  restructuring
charges recognized in the first nine months of fiscal 2000.

The primary  cash  requirements  of the Company  are for debt  service,  capital
expenditures, and working capital. The primary sources of liquidity will be cash
flow  provided by  operations  and unused  capacity  under its senior credit and
receivables  securitization  facilities. The Company believes that these sources
will provide sufficient  liquidity and capital resources to meet its anticipated
debt  service   requirements,   capital   expenditures,   and  working   capital
requirements.  The future  operating  performance  and the ability to service or
refinance  the  Company's  debt depends on the ability to implement the business
strategy  and  on  general  economic,   financial,   competitive,   legislative,
regulatory  and other  factors,  many of which are  beyond  the  control  of the
Company.


The previous discussions contain forward-looking  information, as defined by the
Private  Securities  Litigation Reform Act of 1995, and, as such, are subject to
certain  risks and  uncertainties  that  could  cause  actual  results to differ
materially.  Potential risks and  uncertainties  include but are not limited to:
(1) the  effective  execution  of the  restructuring  plan  and  the  successful
integration of recent  acquisitions,  (2) continuing  competitive pricing in the
markets  in which  the  Company  competes,  (3) the gain or loss of  significant
customers or the decrease in demand from existing customers,  (4) the ability of
the  Company to  continue  to obtain  improved  efficiencies  and lower  overall
production  costs,  (5)  changes in the  Company's  product  sales mix,  (6) the
performance  of new  management  and  leadership  teams in the  Company  and its
divisions, (7) the impact of industry consolidation among key customers, (8) the
ability of the Company to operate  profitably and effectively with higher levels
of  indebtedness,  and (9) the ability to retain key  employees  and managers in
light of lower-than-planned incentives and benefits

                                       15
<PAGE>

       ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

There have been no material changes to the information  concerning the Company's
"Quantitative  and  Qualitative  Disclosures  about Market  Risk" as  previously
reported in the Company's Report on Form 10-K for the year ended June 30, 1999.



PART II - OTHER INFORMATION

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

              a)  Exhibits:

                  Exhibit 27        Financial Data Schedule


              b)  Reports on Form 8-K:


                  On  February  3, 2000,  the  Company  filed a Form 8-K,  which
                  included the press  release dated  February 2, 2000  regarding
                  fiscal 2000 second  quarter  financial  results,  as well as a
                  copy of the  prepared  remarks  made on a  conference  call to
                  analysts on the same date.

                  On February  29,  2000,  the Company  filed a Form 8-K,  which
                  included an  amendment  to the  Company's  shareholder  rights
                  agreement   dated  as  of  February   15,  1999  (the  "Rights
                  Agreement").  Pursuant to the  amendment,  the  definition  of
                  "Acquiring  Person" contained in the Rights Agreement has been
                  amended to prevent the Rights  Agreement from being  triggered
                  in certain specified circumstances or inadvertently.


                                       16
<PAGE>

SIGNATURES




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


         CADMUS COMMUNICATIONS CORPORATION


Date:   May 15, 2000


         /s/ C. Stephenson Gillispie, Jr.
         --------------------------------
         C. Stephenson Gillispie, Jr.
         Chairman, President, and Chief Executive Officer



Date:   May 15, 2000


         /s/ David E. Bosher
         ---------------------------------
         David E. Bosher
         Sr. Vice President, Chief Financial Officer, and Treasurer








                                       17