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 December 31, 1996

                                       OR

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

                         Commission File 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 January 31, 1997.

     Class                                      Outstanding at January 31, 1997
     -----                                      -------------------------------
Common Stock, $.50 Par Value                                          7,907,556


<PAGE>


               CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                                     INDEX



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


Part I.     Financial Information


            Item 1.  Financial Statements

                  Consolidated Balance Sheets --                               3
                     December 31, 1996 and June 30, 1996

                  Consolidated Statements of Income --                         4
                     Three and Six Month Periods Ended
                     December 31, 1996 and 1995

                  Consolidated Statements of Cash Flows --                     5
                     Six Months Ended December 31, 1996 and 1995

                 Notes to Consolidated Financial Statements                    6


            Item 2.  Management's Discussion and Analysis of Financial         8
                       Condition and Results of Operations



Part II.    Other Information


            Item 4.  Submission of Matters to a Vote of Security Holders      12

            Item 5.  Other Information                                        12

            Item 6.  Exhibits and Reports on Form 8-K                         13

                                       2


<PAGE>


                         PART I.  Financial Information

               CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                     (In thousands, except per share data)


<TABLE>
<CAPTION>


                                                                                   December 31,            June 30,
                                                                                       1996                 1996
                                                                                   ------------         -------------
                                                                                    (Unaudited)
<S> <C>
ASSETS
Current assets:
    Cash and cash equivalents                                                      $      1,565         $       1,141
    Accounts receivable, net                                                             70,622                76,889
    Inventories                                                                          22,198                23,486
    Deferred income taxes                                                                 2,305                 2,150
    Prepaid expenses and other                                                            4,996                 6,062
                                                                                    -----------          ------------

           Total current assets                                                         101,686               109,728

Property, plant, and equipment (net of accumulated depreciation
    of $92,449 at December 31, 1996 and $87,474 at June 30, 1996)                       118,066               116,365
Other assets                                                                              3,775                 3,824
Goodwill, net                                                                            50,951                52,846
                                                                                    ------------         -------------

    Total Assets                                                                   $    274,478         $     282,763
                                                                                    ============         =============


LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Short-term borrowings                                                          $        ---         $       3,323
    Current maturities of long-term debt                                                    526                   136
    Accounts payable                                                                     24,798                26,361
    Accrued expenses and other liabilities                                               19,446                20,351
                                                                                    ------------         -------------

           Total current liabilities                                                     44,770                50,171

Long-term debt                                                                          102,647               106,665
Other long-term liabilities                                                               6,607                 9,555
Deferred income taxes                                                                     9,800                 8,804

Shareholders' equity:
    Common stock ($.50 par value; authorized shares-16,000,000 shares; issued and
       outstanding shares-7,908,000 at December 31, 1996 and June 30, 1996)               3,954                 3,954
    Capital in excess of par value                                                       52,971                52,971
    Retained earnings                                                                    53,729                50,643
                                                                                    ------------         -------------

           Total shareholders' equity                                                   110,654               107,568
                                                                                    ------------         -------------

    Total Liabilities and Shareholders' Equity                                     $    274,478         $     282,763
                                                                                    ============         =============

</TABLE>



See accompanying Notes to Consolidated Financial Statements.


                                       3


<PAGE>



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

<TABLE>
<CAPTION>


                                                          Three Months Ended                       Six Months Ended
                                                             December 31,                             December 31,
                                                   --------------------------------        --------------------------------
                                                       1996               1995                  1996              1995
                                                   ------------       ------------         --------------     -------------
<S> <C>
Net sales                                         $      97,232      $      85,835        $       191,154    $      160,508

Operating expenses:
     Cost of sales                                       76,167             65,090                148,874           121,893
     Selling and administrative                          15,175             14,988                 31,276            28,906
     Restructuring gain                                     ---                ---                   (250)              ---
                                                   ------------       ------------         --------------     -------------

                                                         91,342             80,078                179,900           150,799

Operating income                                          5,890              5,757                 11,254             9,709

Interest and other expenses:
     Interest                                             2,093              1,395                  4,169             2,817
     Other, net                                             272                (23)                   783                34
                                                   ------------       ------------         --------------     -------------
                                                          2,365              1,372                  4,952             2,851
Income before income taxes and
extraordinary item                                        3,525              4,385                  6,302             6,858

Income taxes                                              1,343              1,649                  2,426             2,606
                                                   ------------       ------------         --------------     -------------

Income before extraordinary item                          2,182              2,736                  3,876             4,252

Extraordinary loss on early  extinguishment of
debt (net of income tax benefit of $487)                    ---                795                   ---                795
                                                   ------------       ------------         --------------     -------------

Net income                                        $       2,182     $        1,941        $         3,876    $        3,457
                                                   ============      =============         ==============     =============


Earnings per share:

    Income before extraordinary item              $         .27      $         .38        $           .48    $          .62

    Extraordinary loss on early
        extinguishment of debt                              ---                .12                    ---               .12
                                                   ------------       ------------         --------------     -------------

    Net income per share                          $         .27      $         .26        $           .48    $          .50
                                                   ============       ============         ==============     =============

Weighted average common shares
    outstanding                                           8,061              7,458                  8,045             6,886
                                                   ============       ============         ==============     =============

Cash dividends per  common share                  $         .05      $         .05        $           .10    $          .10
                                                   ============       ============         ==============     =============


</TABLE>


See accompanying Notes to Consolidated Financial Statements.


                                       4


<PAGE>


               CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                  (Unaudited)
                                                            Six Months Ended
                                                              December 31,
                                                        -----------------------
                                                          1996           1995
                                                        ---------     ---------
OPERATING ACTIVITIES
Net income                                             $    3,876    $    3,457
Adjustments to reconcile net income to net cash
     provided by operating activities:
     Restructuring gain                                      (250)          ---
     Extraordinary loss on debt prepayment                    ---           795
     Depreciation and amortization                          9,187         6,443
     Other, net                                             1,316           786
                                                        ---------     ---------

                                                           14,129        11,481
                                                        ---------     ---------
Changes in assets and  liabilities,  excluding debt
    and effects of  acquisitions
    and dispositions:
    Accounts receivable, net                                4,326       (11,008)
    Inventories                                             1,369        (5,129)
    Accounts payable and accrued expenses                  (3,869)        7,300
    Payment to fund pension plan                           (2,837)          ---
    Other, net                                                911        (1,144)
                                                        ---------     ---------
                                                             (100)       (9,981)
                                                        ---------     ---------
Net cash provided by operating activities                  14,029         1,500
                                                        ---------     ---------

INVESTING ACTIVITIES
Proceeds from sale of consumer publishing division          6,500           ---
Capital expenditures                                      (11,959)      (11,880)
Proceeds from sales of property, plant, and equipment       1,241           104
Cash paid for businesses acquired                             ---        (8,834)
Other, net                                                   (936)         (287)
                                                        ---------     ---------
Net cash used in investing activities                      (5,154)      (20,897)
                                                        ---------     ---------

FINANCING ACTIVITIES
Net repayment of short-term borrowings                     (3,323)       (3,775)
Proceeds from long-term borrowings                         59,000           ---
Repayment of long-term borrowings                         (63,042)      (11,318)
Penalty on early extinguishment of debt                       ---        (1,282)
Proceeds from stock offering, net                             ---        38,684
Dividends paid                                               (790)         (696)
Proceeds from exercise of stock options                       ---           326
Other, net                                                   (296)          (58)
                                                        ---------     ---------

Net cash provided (used) by financing activities           (8,451)       21,881
                                                        ---------     ---------

Increase in cash and cash equivalents                         424         2,484

Cash and cash equivalents at beginning of period            1,141           226
                                                        ---------     ---------

Cash and cash equivalents at end of period             $    1,565    $    2,710
                                                        =========     =========




See accompanying Notes to Consolidated Financial Statements.


                                       5


<PAGE>


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

1. The  accompanying  unaudited  consolidated  financial  statements  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, 1996. 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.

2. Net income per  common  share is  computed  based upon the  weighted  average
   number of shares outstanding during the periods presented.  Shares issuable
   upon exercise of  currently  exercisable  stock  options are treated as
   common  stock equivalents  for purposes of computing  primary and fully
   diluted net income per share.  Weighted average shares outstanding reflects
   shares issued in connection with the Company's  equity  offering  completed
   in the second  quarter of fiscal 1996.

3. Inventories are valued at the lower of cost or market.  Inventory costs have
   been  determined  by the first-in,  first-out  method for  approximately  70%
   of inventories  at December 31, 1996 and at June 30, 1996.  Costs for the
   remaining inventories  have been  determined  by the  last-in,  first-out
   (LIFO)  method. Because the  inventory  determination  under the LIFO method
   can only be made at year-end  based  on  the  current  inventory  levels  and
   costs,  interim  LIFO determination, including that at December 31, 1996,
   must necessarily be based on management's  estimates of expected year-end
   inventory levels and costs.  Since future estimates of inventory levels and
   costs are subject to many forces beyond the  control of  management,  interim
   financial  results  are  subject to final year-end LIFO inventory  amounts.
   Components of net inventories at December 31, 1996 and June 30, 1996 were as
   follows (in thousands):

                                                  December 31,       June 30,
                                                     1996              1996
                                                  ------------       --------

               Raw materials and supplies           $ 6,452          $ 8,055
               Work in process                       15,698           14,482
               Finished goods                         1,947            2,848
               LIFO reserve                          (1,899)          (1,899)
                                                     ------           ------
               Inventories                          $22,198          $23,486
                                                    =======          =======

4. Results of  operations  for the six months  ended  December 31, 1996, include
   recognition of a $0.3 million gain resulting from a restructuring of the
   Company's publishing operations.  The restructuring gain included income of
   $0.7 million  related to the  September  30, 1996,  sale of its  consumer
   publishing division,  for total consideration of $6.5 million,  which was
   offset by charges of $0.4 million related to the  restructuring  and
   repositioning  of its custom publishing division into the Company's Marketing
   Group.


5. In October  1996,  the  Company  entered  into an  agreement  for a revolving
   credit/term  loan facility of $160 million with its banks,  replacing the
   former $115 million revolving credit/term loan facility.  The $160 million
   agreement is composed of a $120 million  revolving credit facility,  expiring
   in October 2001 and a $40 million,  seven-year  term loan expiring in October
   2003. The interest rate options and commitment  fees are  essentially  the
   same as under the former $115  million  facility.  Also in October  1996, the
   Company  entered  into an interest rate swap

                                       6

<PAGE>


   agreement  with a notional  amount of $40 million.  This swap,  which expires
   in September  2001,  effectively  converts  $40  million of  variable-rate
   debt to fixed-rate debt.  Under the terms of this agreement,  the Company
   makes payments at a fixed rate of 6.7% and receives payments based on 30-day
   LIBOR.

   Also in October 1996, using the additional capacity available under the new
   $160 million  facility  referred to above,  the  Company  repaid $40 million
   of 6.74% senior  unsecured notes which were borrowed in fiscal 1994 to fund
   the Company's fiscal  1994  acquisition  of the net assets of the  Waverly
   Press  division of Waverly, Inc. There was no prepayment penalty associated
   with this debt retirement.


                                       7

<PAGE>


               CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Cadmus  Communications  Corporation  is  an  integrated  communications  company
offering  products  and  services in three  broad  areas:  periodicals,  graphic
communications,  and marketing.  Headquartered in Richmond,  Virginia, Cadmus is
one of the largest graphic communications companies in North America.

Effective July 1, 1996, the Company  reorganized its operational  structure into
the Periodicals,  Graphic Communications,  Marketing,  and Publishing groups. In
doing so, the Company also  realigned the various  product lines which  comprise
each group. Under this new structure the Periodicals Group includes the research
journals and magazine product lines; the Graphic  Communications  Group includes
the  financial  communications,   specialty  packaging,   promotional  printing,
marketing services,  and technology solutions product lines; the Marketing Group
includes the direct  marketing,  catalogs,  custom  publishing,  and  multimedia
product lines; and the Publishing Group included the consumer publishing product
line.  Effective with the sale of the Company's consumer  publishing division in
September 1996, the Publishing  Group ceased to exist and custom  publishing was
realigned into the Marketing  Group.  Therefore,  all discussion and analysis in
future  filings  will  include  references  to  only  the  Periodicals,  Graphic
Communications, and Marketing groups.

RESULTS OF OPERATIONS

The  following  table  presents  the  major  components  from  the  Consolidated
Statements  of Income as a percentage  of net sales for the three and six months
ended December 31, 1996 and 1995:

                                        Three Months Ended    Six Months Ended
                                           December 31,         December 31,
                                        ---------------------------------------
                                        1996        1995       1996       1995
                                        ----        ----       -----      -----
  Net sales                            100.0%       100.0%     100.0%     100.0%
  Cost of sales                         78.3         75.8       77.9       75.9
                                       -----        -----      -----      -----
  Gross profit                          21.7         24.2       22.1       24.1
  Selling and administrative expenses   15.6         17.5       16.3       18.0
  Restructuring gain                     ---          ---       (0.1)       ---
                                      ------       ------      ------    ------
  Operating income                       6.1          6.7        5.9        6.1
  Interest expense                       2.2          1.6        2.2        1.8
  Other expenses, net                    0.3          0.0        0.4        0.0
                                       -----        -----      -----      -----
  Income before income taxes and
  extraordinary item                     3.6          5.1        3.3        4.3
  Income  taxes                          1.4          1.9        1.3        1.6
                                       -----        -----      -----      -----
  Income before extraordinary item       2.2          3.2        2.0        2.7
  Extraordinary loss on early
  extinguishment of debt, net of tax     ---          0.9        ---         .5
                                      ------        -----     ------      -----
     Net income                          2.2%         2.3%       2.0%       2.2%
                                       =====        =====      =====      =====


                                       8


<PAGE>

RESULTS OF OPERATIONS (continued)

SALES

Net sales for the second  quarter of fiscal 1997  increased 13% to $97.2 million
compared to $85.8 million for the second  quarter of fiscal 1996.  Excluding the
impact of acquisitions and divestitures,  net sales declined by 5%. Lower prices
for paper  negatively  impacted  net sales in the second  quarter.  Adjusted for
lower paper prices,  acquisitions and  divestitures,  net sales increased 1% for
the second quarter of fiscal 1997.

Net  sales for the first six  months  of  fiscal  1997  increased  19% to $191.2
million from $160.5  million in the same period of fiscal 1996  primarily due to
the acquisitions of Lancaster Press, Inc. ("Lancaster") in the fourth quarter of
fiscal 1996 and  certain  assets of The  Software  Factory,  Inc.  (subsequently
renamed  "Cadmus  Technology  Solutions")  in the second quarter of fiscal 1996.
Excluding the impact of  acquisitions,  divestitures and declining paper prices,
net sales  increased 1% during the first six months of fiscal 1997 over the same
period of fiscal 1996.

The table  below  displays  net sales for each of these  groups  expressed  as a
percentage of net sales:


                                       Three Months Ended      Six Months Ended
                                           December 31,          December 31,
                                    -------------------------------------------
                                     1996        1995           1996      1995
                                     ----        ----           ----      ----
          Periodicals                53.0%       44.6%          52.9%      46.8%
          Graphic Communications     34.2        35.5           34.8       35.0
          Marketing                  12.8        17.0           11.1       15.1
          Publishing                  ---         2.9            1.2        3.1
                                    -----       -----          -----      -----
                                    100.0%      100.0%         100.0%     100.0%
                                    =====       =====          =====      =====


The Periodicals Group sales rose 33% and 34% in the second quarter and first six
months of fiscal 1997,  respectively,  due to the combination of the acquisition
of Lancaster  and  continued  growth in research  journal  sales.  Excluding the
effect of  Lancaster,  sales of research  journals  increased  4% and 2% for the
second  quarter  of  fiscal  1997 and the  first  six  months  of  fiscal  1997,
respectively.  Magazine  sales declined 27% for the second quarter and first six
months of fiscal  1997,  as a result of the  Company  continuing  to examine the
working relationships with slower-paying, disruptive, or otherwise non-strategic
customers, as well as declining paper prices.

The Graphic  Communications Group reported sales increases of 8% and 19% for the
second  quarter and first six months of fiscal 1997. The growth in sales was due
to the  acquisition  of certain  assets of Cadmus  Technology  Solutions  in the
second quarter of fiscal 1996, and continued growth from the Company's specialty
packaging and financial  communications product lines. Specialty packaging sales
rose 34% and 45% for the two  periods  due  primarily  to growth  from  existing
clients.  Financial  communications  sales  increased by 11% for the two periods
primarily  due to  increased  mutual fund  business  and growth in  full-service
contracts with financial  institutions.  Offsetting these gains was a decline in
marketing  services sales of 2% and 4% for the two periods as a result of delays
in promotional  campaigns and programs for quick service restaurant and beverage
clients.

The  Marketing  Group  reported  sales  decreases  of 13% and 12% for the second
quarter and first six months of fiscal 1997, respectively.  Excluding the impact
of  acquisitions,  sales  declined  by 30% and 25% for the two  periods.  Custom
publishing  sales declined 49% and 27% for the two periods due to large one-time
projects in fiscal 1996 which did not repeat in fiscal  1997.  Direct  marketing
sales declined 9% and 13% for the two periods due primarily to a change in sales
mix. Direct marketing agency fee income, which excludes pass through costs, rose
12% and 19% for the second quarter and first six months of fiscal 1997.


                                       9

<PAGE>


RESULTS OF OPERATIONS (continued)

OPERATING EXPENSES

Cost of sales  increased to 78.3% of net sales and 77.9% for the second  quarter
and first six months of fiscal  1997  compared  to 75.8% and 75.9% of net sales,
respectively,  for the  same  periods  of  fiscal  1996.  These  increases  were
primarily  attributable to margin erosion in the Company's  marketing  services,
interactive and custom publishing businesses, each of which experienced declines
in sales and  higher  production  costs.  Partially  offsetting  these  negative
factors was  significant  margin  improvement  from the  Periodicals  Group as a
result of an improved sales mix and improved manufacturing efficiencies.  Direct
marketing  cost of sales also  declined as a percent of sales due to a change in
mix to higher-value creative services revenues.

Selling and administrative expenses declined to 15.6% and 16.3% of net sales for
the second  quarter and first six months of fiscal  1997,  compared to 17.5% and
18.0%,  respectively,  for the same  periods of fiscal  1996.  This decline as a
percent of net sales is primarily due to the inclusion of Lancaster, which has a
lower selling and  administrative  ratio than the Company in  aggregate,  and to
cost  controls  imposed by  management  in fiscal 1997.  Excluding the Lancaster
acquisition, selling and administrative expenses would have been 17.1% and 18.0%
of  sales  for  the  second  quarter  and  first  six  months  of  fiscal  1997,
respectively.

In the first quarter of fiscal 1997 the Company  recorded a $0.3 million  pretax
gain to restructure  the Publishing  Group  operations as it was determined that
the consumer  publishing  division was no longer  consistent  with the Company's
strategy to become an integrated,  solutions-based  communications and marketing
company.  Therefore,  the consumer  publishing division was sold and the Company
recorded a $0.7 million gain from this sale.  The proceeds from the sale of this
division were used to pay down debt. In addition, as part of this restructuring,
the  Company   recorded  a  $0.4  million   charge   related  to  the  strategic
repositioning  of the custom  publishing  division into the Marketing Group. The
charge  included  costs  of $0.2  million  for  termination  benefits  for  five
associates and $0.2 million for costs related to  repositioning  the client base
to align with the Marketing Group strategies.

INTEREST AND OTHER EXPENSES AND INCOME TAXES

Interest  expense  increased $.7 million or 50% for the second quarter of fiscal
1997 over the same  period of fiscal  1996 and $1.4  million  or 48% for the six
month period ended  December 31, 1996,  over the same period of the  prior year.
These increases were primarily  attributable to additional debt incurred related
to the Lancaster  acquisition  in May 1996,  partially  offset by slightly lower
interest rates.

The  effective  tax rate was  38.5% for the  first  six  months of fiscal  1997,
consistent with 38.0% for the same period of fiscal 1996.


                                       10


<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

Management  believes that the Company has the financial  resources and access to
capital necessary to fund internal growth and acquisitions.  The Company's major
demands on capital are investments in property,  plant,  and equipment,  working
capital, and acquisitions.

Net cash  provided by operating  activities  totaled $14.0 million for the first
six months of fiscal  1997,  representing  a $12.5  million  increase  from $1.5
million provided by operating  activities in the comparable prior year period. A
portion of the increase  was  attributable  to a $2.6  million  increase in cash
generated from operations (net income plus  depreciation  and  amortization  and
other non-cash expenses).  In addition,  there was a $10.7 million  improvement,
from the  comparable  prior year period,  in net cash  requirements  to fund the
Company's working capital investment, offset by a $2.8 million cash contribution
in fiscal 1997, to the Company's  pension plan. The lower level of cash required
to fund the Company's  working  capital  investment was a result of lower sales,
excluding acquisitions,  for the first six months of fiscal 1997, improvement in
accounts receivable collection efforts, and lower inventory balances.

Net cash used in  investing  activities  totaled  $5.2 million for the first six
months of fiscal 1997,  as compared to $20.9 million used in the  comparable
prior year period.  This  reduction  was due primarily to proceeds of $6.5
million from the sale of the Company's  consumer  publishing  division in
September 1996 and $1.2 million in proceeds from the sale of certain  property,
plant,  and  equipment. Capital  expenditures  totaled  $12.0 million for the
first six months of fiscal 1997.  Major  projects  included new presses to
support the Company's  specialty packaging  and  financial  communications
product  lines,  the expansion of the Company's Charlotte  manufacturing
facility, and new business and manufacturing systems.

Net cash used in  financing  activities  was $8.5  million  in the first half of
fiscal 1997 compared with $21.9 million provided by financing  activities in the
comparable  prior  year  period.  The  excess  of  cash  provided  by  operating
activities over cash used in investing  activities and proceeds from fiscal 1997
dispositions  noted above were used to reduce debt by $7.4  million in the first
six months of fiscal 1997.

Total debt at December 31, 1996, was $103.2 million, down from $110.1 million at
June 30, 1996. In addition,  the Company's  debt-to-capital  ratio  continued to
improve,  down from 50.6% at June 30, 1996 to 48.3% at December 31,  1996,  as a
result of these lower debt levels.

In  October  1996,  the  Company  entered  into  an  agreement  for a  revolving
credit/term  loan facility of $160 million with its banks,  replacing the former
$115 million revolving credit/term loan facility.  The $160 million agreement is
composed of a $120 million  revolving  credit facility  expiring in October 2001
and a $40 million,  seven-year  term loan expiring in October 2003. The interest
rate options and commitment  fees are  essentially  the same as under the former
$115  million  facility.  Also in October  1996,  the  Company  entered  into an
interest rate swap agreement with a notional  amount of $40 million.  This swap,
which  expires  in  September   2001,   effectively   converts  $40  million  of
variable-rate  debt to fixed-rate debt.  Under the terms of this agreement,  the
Company makes  payments at a fixed rate of 6.7% and receives  payments  based on
30-day LIBOR.

Also in October 1996, using the additional capacity available under the new $160
million  facility  referred to above,  the  Company  repaid $40 million of 6.74%
senior  unsecured notes which were borrowed in fiscal 1994 to fund the Company's
fiscal  1994  acquisition  of the net assets of the  Waverly  Press  division of
Waverly,  Inc.  There  was no  prepayment  penalty  associated  with  this  debt
retirement.


                                       11


<PAGE>


                          PART II.  Other Information

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

      (a)     At the 1996 Annual Meeting of Shareholders of the Company ("Annual
              Meeting")  held on  November  13,  1996,  6,242,938  shares of the
              Company's  outstanding  common  stock were present in person or by
              proxy and entitled to vote.

      (b)     At the Annual Meeting, the following matters were voted upon and
              received the vote set forth below:

              (1)    Election of Directors.  Each nominee for director was
                     elected, having received the following vote:

                                                                      Broker
                     Nominee                  For        Withheld      Non-vote
                     --------              --------      --------      --------

                     Jeanne M. Liedtka     5,962,628     280,310            ---
                     John D. Munford, II   6,228,792      14,146            ---
                     Wallace Stettinius    6,227,242      15,696            ---

              (2)    Approval of Proposed Amendment to the 1990 Long-Term
                     Incentive Plan. The amendment was approved, having received
                     the following vote:

                       For:                                   5,339,813
                       Against:                                 720,698
                       Abstain:                                 178,628
                       Broker Non-vote:                           3,799

              (3)   Ratification  of  designation  of  Arthur  Andersen  LLP  as
                    independent public accountants for current year. Designation
                    of the auditors was ratified,  having received the following
                    vote:

                       For:                                   6,093,861
                       Against:                                 142,926
                       Abstain:                                   6,151
                       Broker Non-vote:                             ---

Item 5. Other Information

          On  February 12, 1997,  the Company announced the election of Jerry I.
          Reitman and G. Waddy Garrett to the Board of Directors of the Company
          as of such date.


                                       12

<PAGE>


Item 6. Exhibits and Reports on Form 8-K

a.     Exhibits:

       Exhibit              Description
       -------              -----------

       Exhibit 10        Cadmus 1990 Long-Term Incentive Stock Plan, as amended
                         effective August 14, 1996-incorporated by reference
                         from the Company's Proxy Statement on Schedule 14A
                         dated November 13, 1996.

       Exhibit 27        Financial Data Schedule

       Exhibit 99        Press Release announcing new additions to the Company's
                         Board of Directors.

b.     Reports on Form 8-K:

On October 3, 1996, the Company filed a Form 8-K, which included the press
release regarding the Company's sale of all the outstanding capital stock of
Tuff Stuff Publications, Inc. which constituted its Consumer Publishing
Division.


On October 24, 1996, the Company filed a Form 8-K, which included the press
release regarding fiscal 1997 first quarter financial results, as well as a copy
of the prepared remarks made on a conference call to analysts on the same date.

On November 25, 1996, the Company filed a Form 8-K, which included the speech
given by C. Stephenson Gillispie, Jr., President, Chairman and Chief Executive
Officer of the Company, at the Company's 1996 Annual Meeting of Shareholders.


                                       13

<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:   February  13, 1997
                               /s/ C. Stephenson Gillespie, Jr.
                               ------------------------------------------------
                               C. Stephenson Gillispie, Jr.
                               Chairman, President, and Chief Executive Officer



Date:   February 13, 1997

                               /s/ Bruce V. Thomas
                               ------------------------------------------
                               Bruce V. Thomas
                               Vice President and Chief Financial Officer


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