UNITED STATES

                       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 No. 333-50995

                               PHOENIX COLOR CORP.

             (Exact name of Registrant as specified in its charter)

                 Delaware                             22-2269911
                 --------                             ----------
      (State or other jurisdiction of      (I.R.S. Employer Identification No.)
      incorporation or organization)

       540 Western Maryland Parkway
          Hagerstown, Maryland                           21740
       ----------------------------                      -----
 (Address of principal executive offices)              (Zip Code)

Registrant's telephone number, including area code:    (301) 733-0018
                                                       --------------


     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 of each of the Registrant's classes of common
stock, as of the latest practicable date:  Not Applicable


<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                          Index to Financial Statements
                          -----------------------------
                                                                        Page No.
                                                                        --------
Consolidated Balance Sheets                                                1
         December 31, 1999 and March 31, 2000


Consolidated Statements of Operations                                      2
         Three Months Ended March 31, 1999 and March 31, 2000


Consolidated Statements of Cash Flows                                      3
         Three Months Ended March 31, 1999 and March 31, 2000


Notes to Consolidated Financial Statements                                 4




<PAGE>

                      PHOENIX COLOR CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                    December 31, 1999  March 31, 2000
                                                                                        (Audited)       (Unaudited)
                                                                                    -----------------  --------------
                                     ASSETS


<S>                                                                                    <C>              <C>
Current assets:
      Cash and cash equivalents ....................................................   $     270,585    $     544,183
      Accounts receivable, net of allowance for doubtful accounts and rebates of
       $1,119,300 in 1999 and $746,507 in 2000 .....................................      21,184,283       22,412,269
      Inventory ....................................................................       5,375,775        5,548,010
      Income tax receivable ........................................................       2,827,423        3,514,823
      Prepaid expenses and other current assets ....................................       1,070,989          762,375
      Deferred income taxes ........................................................         627,438          627,438
                                                                                       -------------    -------------
            Total current assets ...................................................      31,356,493       33,409,098

Property, plant and equipment, net .................................................      81,942,743       82,274,102
Goodwill, net ......................................................................      24,905,065       24,153,376
Deferred financing costs, net ......................................................       4,171,005        4,040,913
Other assets .......................................................................       9,129,466       10,406,236
                                                                                       -------------    -------------
            Total assets ...........................................................   $ 151,504,772    $ 154,283,725
                                                                                       =============    =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
      Notes payable ................................................................   $      45,684    $      13,290
      Accounts payable .............................................................      13,154,518       12,909,919
      Accrued expenses .............................................................       7,944,589        5,208,510
                                                                                       -------------    -------------
            Total current liabilities ..............................................      21,144,791       18,131,719

10 3/8% Senior subordinated notes ..................................................     105,000,000      105,000,000
Revolving line of credit ...........................................................       9,264,053       15,663,339
Notes payable ......................................................................          52,596           17,512
Deferred income taxes ..............................................................       3,572,711        3,572,711
                                                                                       -------------    -------------
            Total liabilities ......................................................     139,034,151      142,385,281
                                                                                       -------------    -------------

Commitments and contingencies (Note 8)

Stockholders' equity:
      Common Stock, Class A, voting, par value $0.01 per share, authorized
             20,000 shares, 14,560 issued shares, 11,100 outstanding shares ........             146              146
      Common Stock, Class B, non-voting, par value $0.01 per share, authorized
             200,000 shares, 9,794 issued shares, 7,794 outstanding shares .........              98               98
      Additional paid in capital ...................................................       2,126,804        2,126,804
      Retained earnings ............................................................      12,250,195       11,668,918
      Stock subscriptions receivable ...............................................        (137,392)        (128,292)
      Treasury stock, at cost:  Class A, 3,460 shares and Class B, 2,000 shares ....      (1,769,230)      (1,769,230)
                                                                                       -------------    -------------
            Total stockholders' equity .............................................      12,470,621       11,898,444
                                                                                       -------------    -------------
            Total liabilities & stockholders' equity ...............................   $ 151,504,772    $ 154,283,725
                                                                                       =============    =============

</TABLE>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                       1
<PAGE>

                      PHOENIX COLOR CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>


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

<S>                                                <C>             <C>
Net sales ......................................   $ 33,303,845    $ 36,283,486
Cost of sales ..................................     25,675,791      28,173,852
                                                   ------------    ------------
Gross profit ...................................      7,628,054       8,109,634
                                                   ------------    ------------
Operating expenses:
       Selling and marketing expenses ..........      1,921,806       1,664,425
       General and administrative expenses .....      4,153,691       4,426,548
                                                   ------------    ------------
Total operating expenses .......................      6,075,497       6,090,973
                                                   ------------    ------------
Income from operations .........................      1,552,557       2,018,661
Other expenses:
       Interest expense ........................      4,969,245       3,191,996
       Other (income) expense ..................       (239,450)         76,722
                                                   ------------    ------------
Loss before income taxes .......................     (3,177,238)     (1,250,057)
Income tax benefit .............................       (317,000)       (668,780)
                                                   ------------    ------------
Net loss .......................................   $ (2,860,238)   $   (581,277)
                                                   ============    ============
</TABLE>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.



                                       2
<PAGE>

                      PHOENIX COLOR CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>

                                                                                         Three Months Ended March 31,
                                                                                       -------------------------------
                                                                                            1999              2000
                                                                                       --------------   --------------
<S>                                                                                    <C>              <C>
Operating activities
     Net loss ......................................................................   $  (2,860,238)   $    (581,277)
     Adjustments to reconcile net loss to net cash provided by operating activities:
          Depreciation and amortization of property, plant and equipment ...........       2,947,085        3,011,125
          Amortization of goodwill .................................................         717,980          751,689
          Amortization of deferred financing costs .................................       1,180,948          130,093
          Provision for uncollectible accounts .....................................            --             55,000
          Loss on disposal of assets ...............................................            --             91,714
     Increase (decrease)in cash resulting from changes in assets and liabilities:
          Accounts receivable ......................................................      (3,817,732)      (1,282,986)
          Inventory ................................................................         (55,044)        (172,235)
          Prepaid expenses and other assets ........................................         984,570          170,136
          Accounts payable .........................................................         134,141       (1,050,764)
          Accrued expenses .........................................................       2,088,743       (2,768,473)
          Income tax refund receivable .............................................        (359,102)        (687,400)
                                                                                       -------------    -------------
          Net cash (used in) provided by operating activities ......................         961,351       (2,333,378)
                                                                                       -------------    -------------
     Investing activities:
          Capital expenditures .....................................................        (458,404)      (2,618,850)
          Increase in equipment deposits ...........................................      (3,083,863)      (1,147,476)
          Purchase of businesses, net of cash acquired .............................     (17,617,055)            --
                                                                                       -------------    -------------
               Net cash used in investing activities ...............................     (21,159,322)      (3,766,326)
                                                                                       -------------    -------------
     Financing activities:
          Proceeds from issuance of senior subordinated notes ......................     105,000,000             --
          Net (repayments) borrowings from revolving line of credit ................      (9,139,949)       6,399,286
          Principal payments on long term borrowings ...............................     (77,978,502)         (35,084)
          Principal payments on capital lease obligations ..........................      (7,653,925)            --
          Debt financing costs .....................................................      (3,939,536)            --
          Payment of stock subscription ............................................           8,100            9,100
                                                                                       -------------    -------------
               Net cash provided by financing activities ...........................       6,296,188        6,373,302
                                                                                       -------------    -------------
               Net increase (decrease) in cash .....................................     (13,901,783)         273,598
     Cash and cash equivalents at beginning of period ..............................      14,834,035          270,585
                                                                                       -------------    -------------
     Cash and cash equivalents at end of period ....................................   $     932,252    $     544,183
                                                                                       =============    =============

     Non-cash investing and financing activities:

          Equipment included in accounts payable ...................................   $   6,610,968    $     806,165
                                                                                       =============    =============
</TABLE>
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.



                                       3
<PAGE>

                      PHOENIX COLOR CORP. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       Basis of Presentation.

     The accompanying  interim  financial  statements of Phoenix Color Corp. and
its  subsidiaries  (the  "Company")  do not include all of the  information  and
disclosures   generally  required  for  annual  financial   statements  and  are
unaudited.  In the opinion of management,  the accompanying  unaudited financial
statements  contain all material  adjustments  (consisting  of normal  recurring
accruals)  necessary to present  fairly the Company's  financial  position as of
March 31,  2000,  and the results of its  operations  for the three month period
ended March 31, 2000 and 1999. The unaudited interim financial statements should
be read  in  conjunction  with  the  Company's  audited  Consolidated  Financial
Statements  for the year ended  December  31,  1999,  included in the  Company's
Annual Report filed on Form 10-K.

2.       Inventory.

         Inventory consists of the following:

<TABLE>
<CAPTION>
                     December 31, 1999    March 31, 2000
                     -----------------    --------------

<S>                      <C>                <C>
Raw materials .......    $3,943,701         $4,038,524
Work in process .....     1,432,074          1,509,486
                         ----------         ----------
                         $5,375,775         $5,548,010
                         ==========         ==========
</TABLE>


3.       Other Assets.

     Other  assets at December  31, 1999 and March 31,  2000  include  equipment
deposits of $5,196,228 and $6,334,704, respectively.


4.       Accrued Expenses.

     Accrued  expenses at December 31, 1999 and March 31, 2000  include  accrued
interest expense of $4,664,455 and $1,933,662, respectively.



                                       4
<PAGE>

5.       Acquisitions.

     On January 4, 1999, the Company  acquired all of the issued and outstanding
capital stock of Mid-City Lithographers, Inc. ("Mid-City") and certain assets of
Viking Leasing  Partnership,  a related party of Mid-City,  for $10.8 million in
cash and the assumption of $1.7 million of indebtedness.  Mid-City supplies book
components  primarily to the elementary and high school textbook  segment of the
book publishing market.  Mid-City was merged into the Company and does not exist
as a  subsidiary.  During the fourth  quarter of 1999,  the  Company  decided to
relocate  the  Mid-City  facility to  Hagerstown,  Maryland  and  completed  the
relocation in December 1999. On February 12, 1999,  the Company  acquired all of
the   issued   and   outstanding   capital   stock   of   TechniGraphix,    Inc.
("TechniGraphix"),  a producer of  print-on-demand  books  located in  Sterling,
Virginia,  for a purchase  price of $7.3 million.  During the fourth  quarter of
1999, the Company decided to relocate the TechniGraphix  facility to Hagerstown,
Maryland and completed the relocation in January 2000. These  transactions  have
been accounted for as purchase business combinations.

6.       Debt.

     On February 2, 1999,  the Company  issued $105.0  million of 10 3/8% Senior
Subordinated Notes due 2009 ("Senior  Subordinated Notes") in a private offering
under  Rule  144A  of  the  Securities  and  Exchange  Commission.   The  Senior
Subordinated  Notes were  issued  under an  indenture  and are  uncollateralized
senior   subordinated   obligations   of  the  Company  with  interest   payable
semiannually  on  February  1  and  August  1 of  each  year.  Net  proceeds  of
approximately  $101.0  million from the Senior  Subordinated  Notes were used to
repay  substantially  all outstanding  short-term and long-term debt and capital
leases existing at December 31, 1998, to fund the  acquisition of  TechniGraphix
(see Note 5) and for working capital requirements.  All of the Company's current
and future  "restricted  subsidiaries,"  as  defined in the Senior  Subordinated
Notes  indenture,  are  guarantors  of  the  Senior  Subordinated  Notes  on  an
uncollateralized  senior  subordinated  basis.  During March 1999, in connection
with the issuance of the Senior Subordinated Notes,  approximately $1,140,000 of
deferred  financing  costs  incurred in  connection  with a 1998  financing  was
written off. The Senior Subordinated Notes indenture contains limitations on the
payment of dividends,  the distribution or redemption of stock,  sales of assets
and  subsidiary  stock,  limitations on additional  Company and subsidiary  debt
subject to certain financial covenants.

     In September  1998,  the Company  entered into an Amended and Restated Loan
Agreement (the "Senior Credit Facility") with a commercial bank for a three year
$20,000,000  revolving credit facility.  Borrowings under the 1998 Senior Credit
Facility  are subject to a borrowing  base as defined in the  agreement  and are
collateralized  by all of the assets of the Company.  The Senior Credit Facility
contains limitations on the payment of dividends, the distribution or redemption
of stock,  sales of assets  and  subsidiary  stock,  limitations  on  additional
Company and subsidiary debt and compliance with certain financial  covenants and
ratios.  The  Company  was not in  compliance  with  its  total  leverage  ratio
contained in the Senior Credit


                                       5
<PAGE>


Facility  for the  compliance  period  ending  March 31,  2000.  The Company has
obtained a waiver from its lending  bank for its  noncompliance  with respect to
this covenant for that period.

7.       Income Taxes.

     The  effective  income tax rate for the three month  period ended March 31,
2000 of 53.5%  differed  from the 1999 year end rate of 17.7%  primarily  due to
anticipated  improvement  in taxable  income for the year 2000 compared with the
loss for 1999.

8.       Commitments and Contingencies.

     In December  1998, the Company filed a complaint  against  Krause  Biagosch
GmbH and Krause  America  ("Krause"),  which is  pending  in the  United  States
District  Court for the  District of  Maryland,  based on breach of contract and
statutory  warranties on certain prepress equipment which the Company had agreed
to purchase from Krause.  The Company  attempted to operate the  equipment,  and
contends that the equipment has failed to perform as warranted. During 1999, the
Company removed the portion of the equipment actually delivered,  and is seeking
recovery of the approximately $2.0 million paid to date on this equipment, which
includes  an  amount  for  deposits  on the  balance  of the  equipment  not yet
delivered.  As  of  December  31,  1999,  the  Company  has  included  in  other
non-current  assets a  receivable  from Krause of  approximately  $2.0  million.
Krause has counterclaimed for $1.5 million for the balance of the purchase price
for all the equipment (whether or not delivered),  plus incidental charges.  The
Company has  vigorously  prosecuted its claims  against  Krause.  On January 27,
2000, the court granted summary judgment in favor of the Company with respect to
the three machines previously delivered to the Company.  Accordingly,  the court
ordered that after the  conclusion of the trial with respect to the machines not
delivered to the Company,  Krause will be required to refund  approximately $1.1
million to the Company, subject to Krause's right to appeal.

     The Company has filed a complaint against Motion Technology Horizons,  Inc.
in the Circuit Court for Washington  County,  Maryland to recover  approximately
$300,000 in deposits  made on equipment  which  failed to perform in  accordance
with  manufacturer's  warranties,  and $703,000  for the purchase of  substitute
equipment.  Motion Technology has counterclaimed for $250,000 for the balance of
the purchase price for the equipment,  plus incidental  charges. As of March 15,
2000, the Company was in the early stages of discovery.

     The  Company  is not a party to any other  legal  proceedings,  other  than
claims and lawsuits arising in the normal course of the Company's business.  The
Company does not believe that such claims and lawsuits,  individually  or in the
aggregate,  will  have a  material  adverse  effect on the  Company's  business,
financial condition, results of operations and cash flows.


                                       6
<PAGE>

9.       Guarantor Subsidiaries.

     The following summary sets forth the information  regarding the Company and
its  subsidiaries as of December 31, 1999 and March 31, 2000 and for each of the
three months in the periods ended March 31, 1999 and 2000:

<TABLE>
<CAPTION>
                                         Phoenix          PCC
                                          Color         Express     Technigraphix   Phoenix (MD.)
                                          Corp.           Inc.          Inc.        Realty, LLC    Eliminations       Total
                                     --------------   ----------   --------------  -------------- -------------  -------------
<S>                                  <C>              <C>          <C>             <C>            <C>            <C>
Balance sheet information
 March 31, 2000 (Unaudited)
  Current assets ................... $  36,058,314    $  19,229    $ 1,485,614     $     --       $(4,154,059)   $  33,409,098
  Noncurrent assets ................   120,456,010      135,242      7,088,375      2,038,789      (8,843,789)     120,874,627
  Current liabilities ..............    16,943,884      631,623      4,690,884           --        (4,134,672)      18,131,719
  Noncurrent liabilities ...........   124,236,050         --           17,512           --              --        124,253,562
 December 31, 1999 (Audited)
  Current assets ...................    33,854,573       14,197      1,476,905           --        (3,989,182)      31,356,493
  Noncurrent assets ................   119,729,718      181,652      7,041,909      2,038,789      (8,843,789)     120,148,279
  Current liabilities ..............    19,956,706      636,407      4,516,055           --        (3,964,377)      21,144,791
  Noncurrent liabilities ...........   117,836,764         --           52,596           --              --        117,889,360
Statement of operations
     information:
 March 31, 2000 (Unaudited)
  Sales ............................    34,956,944      251,278      1,326,542           --          (251,278)      36,283,486
  Gross profit .....................     8,763,571      (36,231)      (607,527)          --           (10,179)       8,109,634
  Income (loss) from operations ....     2,018,661      (36,514)      (974,036)          --         1,010,550        2,018,661
  Net (loss) income ................      (581,277)     (36,594)      (978,115)          --         1,014,709         (581,277)
 March 31, 1999 (Unaudited)
  Sales ............................    32,469,628      230,500        834,217           --          (230,500)      33,303,845
  Gross profit .....................     7,505,681      (24,277)       122,373           --            24,277        7,628,054
  Income (loss) from operations ....     1,552,577      (25,448)      (128,128)          --           153,576        1,552,577
  Net (loss) income ................    (2,860,238)     (25,448)      (134,452)          --           159,900       (2,860,238)
</TABLE>


                                       7
<PAGE>




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


Forward Looking Statements

     The  statements in this report that relate to future  plans,  expectations,
events  or  performance,  or  which  use  forward-looking  terminology  such  as
"estimate" or "anticipate", contain forward-looking information. Actual results,
events  or  performance  may  differ   materially   from  such   forward-looking
statements,  due to a variety of factors,  including  the risk factors and other
information presented in the Company's Registration Statement (the "Registration
Statement")  filed with the Securities and Exchange  Commission (the "SEC") File
No. 333-50995, and which became effective on May 13, 1999. Readers are cautioned
not to place undue  reliance on these  forward-looking  statements,  which speak
only as of the date hereof.  The Company  undertakes  no  obligation to publicly
release the result of any revisions to these forward-looking statements that may
be made to reflect events or  circumstances  after the date hereof or to reflect
the occurrence of unanticipated events.

Results of Operations

     The  following  table  sets  forth,  for  the  periods  indicated,  certain
information  derived from the  Company's  Consolidated  Statements of Operations
(dollars in millions):

<TABLE>
<CAPTION>


                                             Three Months Ended March 31,
                                    --------------------------------------------
                                      2000          %         1999          %
                                    --------     -------    --------     -------
<S>                                 <C>           <C>       <C>           <C>
Sales ........................      $  36.3       100.0     $  33.3       100.0
Cost of sales ................         28.2        77.6        25.7        77.2
Gross profit .................          8.1        22.4         7.6        22.8
Operating expenses ...........          6.1        16.8         6.1        18.3
Income from operations .......          2.0         5.6         1.5         4.5
Interest .....................          3.2         8.8         5.0        15.0
Other (income) expense .......          0.1         0.2        (0.2)       (0.6)
Loss before income taxes .....         (1.3)       (3.4)       (3.2)       (9.6)
Income tax benefit ...........         (0.7)       (1.8)       (0.3)       (0.9)
Net loss .....................         (0.6)       (1.6)       (2.9)       (8.7)
</TABLE>

Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999

     Net sales increased $3.0 million, or 9.0%, to $36.3 million for the quarter
ended  March 31,  2000,  from $33.3  million  for the same  period in 1999.  The
increase  was a result  of  higher  sales at the  Company's  book  manufacturing
facilities in the juvenile and educational markets.

     Gross profit for the quarter ended March 31, 2000  increased  $500,000,  or
6.6%,  to $8.1  million  from $7.6  million  for the same  period in 1999.  This
increase was attributable to

                                       8
<PAGE>

increased efficiencies in component  manufacturing resulting in a decline in the
percentage of material  costs relative to net sales of 3.1% and a decline in the
percentage of labor  relative to sales of 1.1%.  The  percentage of gross profit
relative to sales declined 0.4% to 22.4% from 22.8% primarily as a result of the
new book manufacturing facility.

     Operating  expenses  were  unchanged  for the quarter  ended March 31, 2000
remaining at $6.1 million for 2000 and 1999. This was primarily  attributable to
a reduction in freight and delivery costs.

     Interest expense decreased $1.8 million,  or 36.0%, to $3.2 million for the
quarter ended March 31, 2000,  from $5.0 million for the same period in 1999. In
the first quarter of 1999, the Company incurred one time charges of $2.7 million
associated  with the  write  off of  deferred  financing  costs  and  prepayment
premiums  to repay  equipment  debt.  If the  one-time  charges  were  excluded,
interest  expense would have increased  $900,000,  or 39.1%, to $3.2 million for
the quarter  ended March 31,  2000,  from $2.3 million for the same period 1999.
This increase was  primarily  the result of only two months of interest  expense
for the first quarter of 1999 compared to three months for 2000 as the Company's
$105 million bond offering was consummated on February 2, 1999.

         The  Company's  effective tax rate,  on an  annualized  basis,  for the
quarter ended March 31, 2000 was 53.5%  compared to 10.0% for the same period in
     1999. The increase is primarily attributable to anticipated improvement in
taxable income for the year 2000 compared with the loss for 1999.

     Net loss decreased $2.3 million to a loss of $581,000 for the quarter ended
March 31, 2000 from $2.9 million for the same period in 1999.  The change in net
loss was due to the factors described above.

Liquidity and Capital Resources

     Cash flow during the first quarter of 2000 was approximately  $274,000. Net
cash from operating activities used $2.3 million, which consisted principally of
depreciation  and  amortization  charges of $3.9 million,  offset by the loss of
$581,000 and a $5.8 million investment in additional  working capital.  Net cash
from  investing  activities  used $3.8  million  due to  capital  and  equipment
expenditures.  Net cash provided by financing activities was $6.4 million, which
is the borrowings on the revolver.

     Working  capital  increased $5.1 million to $15.3 million at March 31, 2000
from $10.2 million at December 31, 1999. This increase is primarily attributable
to an increase in accounts  receivable  of $1.3  million,  reduction  in accrued
interest of $2.7 million and reduction in accounts payable of $1.1 million.


                                       9
<PAGE>

     The Company's  capital  expenditures  for 2000 are  currently  estimated to
total approximately $7.0 million. Of this amount, $3.8 million has been expended
during the three months ended March 31, 2000.

     The Company  historically  has  financed  its  operations  with  internally
generated funds,  external short and long-term  borrowings and operating leases.
The  Company  believes  that funds  generated  from  operations,  together  with
existing  cash and  available  credit under the Senior  Credit  Facility will be
sufficient  to finance its current  operations,  remaining  capital  expenditure
requirements and internal growth over the next twelve months.

     If the Company were to make any significant  acquisitions  for cash, it may
be  necessary to obtain  additional  debt or equity  financing.  There can be no
assurance that such financing will be available on satisfactory terms or at all.
The  Company  has no  current  commitments  or  agreements  with  respect to any
acquisitions.


Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

     The Company  has some  exposure  to market  risk based upon  interest  rate
changes.  Because  approximately 93% of the Company's debt bears a fixed rate of
interest, the Company's exposure is immaterial.

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

     In December  1998, the Company filed a complaint  against  Krause  Biagosch
GmbH and Krause  America  ("Krause"),  which is  pending  in the  United  States
District  Court for the  District of  Maryland,  based on breach of contract and
statutory  warranties on certain prepress equipment which the Company had agreed
to purchase from Krause.  The Company  attempted to operate the  equipment,  and
contends that the equipment has failed to perform as warranted. During 1999, the
Company removed the portion of the equipment actually delivered,  and is seeking
recovery of the approximately $2.0 million paid to date on this equipment, which
includes  an  amount  for  deposits  on the  balance  of the  equipment  not yet
delivered.  As  of  December  31,  1999,  the  Company  has  included  in  other
non-current  assets a  receivable  from Krause of  approximately  $2.0  million.
Krause has counterclaimed for $1.5 million for the balance of the purchase price
for all the equipment (whether or not delivered),  plus incidental charges.  The
Company has  vigorously  prosecuted its claims  against  Krause.  On January 27,
2000, the court granted summary judgment in favor of the Company with respect to
the three machines previously delivered to the Company.  Accordingly,  the court
ordered that after the  conclusion of the trial with respect to the machines not
delivered to the Company,  Krause will be required to refund  approximately $1.1
million to the Company, subject to Krause's right to appeal.


                                       10
<PAGE>

     The Company has filed a complaint against Motion Technology Horizons,  Inc.
in the Circuit Court for Washington  County,  Maryland to recover  approximately
$300,000 in deposits  made on equipment  which  failed to perform in  accordance
with  manufacturer's  warranties,  and $703,000  for the purchase of  substitute
equipment.  Motion Technology has counterclaimed for $250,000 for the balance of
the purchase price for the equipment,  plus incidental  charges. As of March 15,
2000, the Company was in the early stages of discovery.

     The  Company is not a party to any legal  proceedings,  other  than  claims
previously  disclosed in its reports filed under the Securities  Exchange Act of
1934,  as  amended,  and claims  arising in the normal  course of the  Company's
business.   The  Company  does  not  believe  that  such  claims  and  lawsuits,
individually  or in the  aggregate,  will have a material  adverse effect on the
Company's business, financial condition, results of operations and cash flows.


Item 2. Change in Securities and Use of Proceeds.

         None.


Item 3. Defaults upon Senior Securities.

     The Company was not in compliance  with its total leverage ratio  contained
in the Senior Credit  Facility for the compliance  period ending March 31, 2000.
The Company has  obtained a waiver from its lending  bank for its  noncompliance
with respect to this covenant for that period.


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

         None.


Item 5. Other Information.

         None.


                                       11
<PAGE>

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

(a)  Exhibits.


<TABLE>
<CAPTION>

Exhibit
Number                                            Description
-------     --------------------------------------------------------------------------------------------
<S>         <C>
 2.1        Acquisition Agreement dated as of November 30, 1998 among the Company, Carl E.
            Carlson, Wayne L. Sorensen, Donald Davis, Margaret Davis and Viking Leasing Partnership
            (schedules and exhibits omitted)**
 2.2        Acquisition Agreement dated as of February 3, 1999 among the Company, TechniGraphix,
            Inc., Debra A. Barry and Jack L. Tiner (schedules and exhibits omitted)**
 2.3        Stock Purchase Agreement dated as of December 27, 1995 among the Company and various
            stockholders of New England Book Holding Corporation*
 2.4        Plan and Agreement of Merger of Phoenix Color Corp. (New York) into Phoenix Merger
            Corp. (Delaware)*
 3.1        Certificate of Incorporation of the Company*
 3.2        By-Laws of the Company*
 4.1        Note Purchase Agreement dated January 28, 1999 among the Company, the Guarantors and
            the Initial Purchasers**
 4.2        Indenture dated as of February 2, 1999 among the Company, the Guarantors and Chase
            Manhattan Trust Company, National Association, Trustee**
 4.3        Registration Rights Agreement dated as of February 2, 1999 among the Company, the
            Guarantors and the Initial Purchasers**
 4.4        Form of Initial Global Note (included as Exhibit A to Exhibit 4.2)**
 4.5        Form of Initial Certificated Note (included as Exhibit B to Exhibit 4.2)**
 4.6        Form of Exchange Global Note (included as Exhibit C to Exhibit 4.2)**
 4.7        Form of Exchange Certificated Note (included as Exhibit D to Exhibit 4.2)**
10.1        Employment Agreement dated as of February 12, 1999 between the Company and Jack L.
            Tiner**
10.4(a)     Credit Agreement dated as of September 15, 1998 among the Company, the Guarantors and
            First Union National Bank as Agent, as Issuer and as Lender (schedules omitted)**
10.4(b)     First Amendment to Credit Agreement date March 31, 1999 by and among Phoenix Color
            Corp. and its subsidiaries, and the lenders referenced therein and First Union National Bank
            as issuer of letters of credit and agent.****
10.4(c)     Second Amendment to Credit Agreement date March 23, 2000 by and among Phoenix Color
            Corp. and its subsidiaries, and the lenders referenced therein and First Union National Bank
            as issuer of letters of credit and agent.****
10.5        Revolving Credit Note dated as of September 15, 1998 executed by the Company and the
            Guarantors**
</TABLE>

                                       12
<PAGE>

(a)  Exhibits(continued).
<TABLE>
<CAPTION>

Exhibit
Number                                            Description
-------     --------------------------------------------------------------------------------------------
<S>         <C>
10.6        Master Security Agreement dated as of September 15, 1998 among the Company, the
            Guarantors and First Union National Bank as Collateral Agent (schedules omitted)***
10.7        Master Pledge Agreement dated as of September 15, 1998 executed by the stockholders of
            the Company in favor of First Union National Bank, as Collateral Agent (schedules
            omitted)**
10.8        Subsidiary Pledge Agreement dated as of September 15, 1998 executed by the Company
            (schedules omitted)**
10.10       Lease Agreement dated as of March 20, 1998 between the Company and Maurice M. Weill,
            Trustee Under Indenture Dated December 6, 1984 for the facility located at 40 Green Pond
            Road, Rockaway, NJ 07866**
10.11       Lease Agreement dated as of March 31, 1997 between the Company and Constitution Realty
            Company, LLC for the facility located at 555 Constitution Drive, Taunton, MA 02780**
10.12       Lease Agreement dated as of December 19, 1996 between the Company and CMC Factory
            Holding Company, L.L.C. for the facility located at 47-07 30th Place, Long Island City, NY
            11101**
27          Financial Data Schedule
</TABLE>

------

*    Incorporated by reference to the Company's  Registration  Statement on Form
     S-1 (Reg. No. 333-50995), filed on April 24, 1998.

**   Incorporated  by reference to the Company's  Amendment No. 1 on Form S-4 to
     Registration Statement on Form S-1 (Reg. No. 333-50995),  filed on March 8,
     1999.

***  Incorporated  by reference to the Company's  Amendment No. 2 on Form S-4 to
     Registration  Statement on Form S-1 (Reg. No.  333-50995),  filed on May 5,
     1999.

**** Incorporated  by reference to the Company's 1999 Annual Form 10-K (Reg. No.
     333-50995), filed on March 30, 2000.

(b) Reports on Form 8-K.

     No report on Form 8-K was filed during the period reported upon.



                                       13
<PAGE>



                                   SIGNATURES

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

DATE: May 15, 2000

                                        PHOENIX COLOR CORP.




                                        By:      /s/ Louis LaSorsa
                                                 -------------------------------
                                                 Louis LaSorsa, Chairman
                                                 and Chief Executive Officer

                                        By:      /s/ Edward Lieberman
                                                 -------------------------------
                                                 Edward Lieberman
                                                 Chief Financial Officer
                                                 and Chief Accounting Officer




                                       14
<PAGE>