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 June 30, 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 June 30, 2000


Consolidated Statements of Operations                                  2
        Three and Six Months Ended June 30, 1999 and 2000


Consolidated Statements of Cash Flows                                  3
        Six Months Ended June 30, 1999 and 2000


Notes to Consolidated Financial Statements                             4




<PAGE>



                      PHOENIX COLOR CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                  December 31, 1999  June 30, 2000
                                                                                      (Audited)       (Unaudited)
                                                                                  -----------------  -------------
                                                            ASSETS
<S>                                                                                 <C>              <C>
Current assets:
      Cash and cash equivalents .................................................   $     270,585    $     734,687
      Accounts receivable, net of allowance for doubtful accounts and rebates of
       $1,119,300 in 1999 and $964,138 in 2000 ..................................      21,184,283       22,939,352
      Inventory .................................................................       5,375,775        6,571,719
      Income tax receivable .....................................................       2,827,423        2,611,239
      Prepaid expenses and other current assets .................................       1,070,989          887,074
      Deferred income taxes .....................................................         627,438          627,438
                                                                                    -------------    -------------
            Total current assets ................................................      31,356,493       34,371,509

Property, plant and equipment, net ..............................................      81,942,743       76,116,839
Goodwill, net ...................................................................      24,905,065       23,449,823
Deferred financing costs, net ...................................................       4,171,005        3,910,821
Other assets ....................................................................       9,129,466        9,958,714
                                                                                    -------------    -------------
            Total assets ........................................................   $ 151,504,772    $ 147,807,706
                                                                                    =============    =============

                                             LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
      Notes payable .............................................................   $      45,684    $      13,077
      Accounts payable ..........................................................      13,154,518       11,975,533
      Accrued expenses ..........................................................       7,944,589        8,081,730
                                                                                    -------------    -------------
            Total current liabilities ...........................................      21,144,791       20,070,340

10 3/8% Senior subordinated notes ...............................................     105,000,000      105,000,000
Revolving line of credit ........................................................       9,264,053       10,931,486
MICRF Loan ......................................................................            --            500,000
Notes payable ...................................................................          52,596           14,142
Deferred income taxes ...........................................................       3,572,711           61,775
                                                                                    -------------    -------------
            Total liabilities ...................................................     139,034,151      136,577,743
                                                                                    -------------    -------------

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 share .......             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       10,990,837
      Stock subscriptions receivable ............................................        (137,392)        (118,692)
      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       11,229,963
                                                                                    -------------    -------------
            Total liabilities & stockholders' equity ............................   $ 151,504,772    $ 147,807,706
                                                                                    =============    =============

</TABLE>

The accompanying notes are an integral part of these consolidated
financial statements.

<PAGE>




                      PHOENIX COLOR CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                        (Unaudited)                      (Unaudited)
                                                Three Months Ended June 30,        Six Months Ended June 30,
                                              ------------------------------     -----------------------------
                                                   1999             2000             1999             2000
                                              -------------     ------------     ------------     ------------
<S>                                            <C>              <C>              <C>              <C>
Net sales ...................................  $ 35,860,929     $ 37,057,467     $ 69,164,774     $ 73,340,953
Cost of sales ...............................    26,771,962       29,141,035       52,447,753       57,314,887
                                               ------------     ------------     ------------     ------------
Gross profit ................................     9,088,967        7,916,432       16,717,021       16,026,066
                                               ------------     ------------     ------------     ------------
Operating expenses:
       Selling and marketing expenses .......     1,098,620        2,012,096        3,017,993        3,676,521
       General and administrative expenses ..     4,205,344        4,165,385        8,361,468        8,591,933
       Loss on sale of assets ...............       229,025        2,006,702          229,025        2,098,416
                                               ------------     ------------     ------------     ------------
Total operating expenses ....................     5,532,989        8,184,183       11,608,486       14,366,870
                                               ------------     ------------     ------------     ------------
Income (loss) from operations ...............     3,555,978         (267,751)       5,108,535        1,659,196
Other expenses:
       Interest expense .....................     3,592,412        3,263,586        8,561,657        6,455,582
       Other (income) expense ...............        29,348          (11,100)        (210,102)         (26,092)
                                               ------------     ------------     ------------     ------------
Loss before income taxes ....................       (65,782)      (3,520,237)      (3,243,020)      (4,770,294)
Income tax benefit ..........................        (7,555)      (2,590,894)        (324,555)      (3,510,936)
                                               ------------     ------------     ------------     ------------
Net loss ....................................  $    (58,227)    $   (929,343)    $ (2,918,465)    $ (1,259,358)
                                               ============     ============     ============     ============

</TABLE>

The accompanying notes are an integral part of these consolidated
financial statements.


<PAGE>


                      PHOENIX COLOR CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                          Six Months Ended June 30,
                                                                                        (Unaudited)      (Unaudited)
                                                                                           1999             2000
                                                                                      --------------    --------------
<S>                                                                                   <C>               <C>
Operating activities
   Net loss ......................................................................    $  (2,918,465)    $  (1,259,358)
   Adjustments to reconcile net loss to net cash provided by operating activities:
          Depreciation and amortization of property, plant and equipment .........        5,954,234         6,007,033
          Amortization of goodwill ...............................................        1,438,255         1,503,377
          Amortization of deferred financing costs ...............................        1,371,846           260,184
          Provision for uncollectible accounts ...................................           50,000           116,942
          Deferred income taxes ..................................................             --          (3,510,936)
          Loss on disposal of assets .............................................          229,025         2,098,416
   Increase (decrease) in cash resulting from changes in assets and liabilities:
          Accounts receivable ....................................................       (4,973,126)       (1,872,011)
          Inventory ..............................................................         (247,874)       (1,195,944)
          Prepaid expenses and other assets ......................................        1,124,136          (150,350)
          Accounts payable .......................................................         (367,470)       (1,692,576)
          Accrued expenses .......................................................        4,303,384           137,141
          Income tax refund receivable ...........................................         (372,439)          216,184
                                                                                      -------------     -------------
          Net cash provided by operating activities ..............................        5,591,506           658,102
                                                                                      -------------     -------------
   Investing activities:
          Proceeds from sale of equipment ........................................          850,000           825,000
          Capital expenditures ...................................................       (2,558,616)       (3,171,714)
          (Increase) decrease in equipment deposits ..............................      (14,627,423)           37,642
          Purchase of businesses, net of cash acquired ...........................      (17,617,055)             --
                                                                                      -------------     -------------
                 Net cash used in investing activities ...........................      (33,953,094)       (2,309,072)
                                                                                      -------------     -------------
   Financing activities:
          Proceeds from issuance of senior subordinated notes ....................      105,000,000              --
          Net (repayments) borrowings from revolving line of credit ..............       (1,007,678)        1,667,433
          Proceeds from MICRF loan ...............................................             --             500,000
          Principal payments on long term borrowings .............................      (78,023,804)          (71,061)
          Principal payments on capital lease obligations ........................       (7,653,925)             --
          Debt financing costs ...................................................       (4,135,123)             --
          Payment of stock subscription ..........................................           16,200            18,700
                                                                                      -------------     -------------
                 Net cash provided by financing activities .......................       14,195,670         2,115,072
                                                                                      -------------     -------------
                 Net (decrease) increase in cash .................................      (14,165,918)          464,102
   Cash and cash equivalents at beginning of period ..............................       14,834,035           270,585
                                                                                      -------------     -------------
   Cash and cash equivalents at end of period ....................................    $     668,117     $     734,687
                                                                                      =============     =============

   Non-cash investing and financing activities:
          Equipment included in accounts payable .................................    $   3,287,341     $     513,591
                                                                                      =============     =============

</TABLE>

The accompanying notes are an integral part of these consolidated
financial statements.


<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
June 30,  2000,  and the results of its  operations  for the three and six month
periods ended June 30, 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   June 30, 2000
                                 -----------------   -------------

        <S>                         <C>                <C>
        Raw materials ..........    $3,943,701         $4,841,889
        Work in process ........     1,432,074          1,729,830
                                    ----------         ----------
                                    $5,375,775         $6,571,719
                                    ==========         ==========
</TABLE>


3.      Other Assets.

Other assets at December 31, 1999 and June 30, 2000 include  equipment  deposits
of $5,196,228 and $5,158,586, respectively.


4.      Accrued Expenses.

        Accrued  expenses at December 31, 1999 and June 30, 2000 include accrued
 interest expense of $4,664,455 and $4,622,754, respectively.




<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  were
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
as amended in March 2000, 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
covenants  regarding

<PAGE>

its total leverage, interest coverage and minimum EBITDA ratios contained in the
Senior  Credit  Facility for the  compliance  period  ending June 30, 2000.  The
Company has obtained a waiver from its lending bank for its  noncompliance  with
respect to these covenants for that period.

        In May 2000 the Company entered into a five year $500,000 loan agreement
with Maryland Industrial and Commercial Redevelopment Fund (MICRF) with interest
at 4.38% per annum.  Pursuant to its terms, if the Company employs 543 people in
Maryland  in each of the  years of the  loan,  then  the  loan  and all  accrued
interest thereon shall be forgiven.  If the Company does not meet the employment
requirements, it will be required to repay the loan and accrued interest thereon
in quarterly installments until repaid in full. As of June 30, 2000, the Company
employed over 650 people in the state of Maryland.

7.      Income Taxes.

        The  effective  income tax rate for the six month  period ended June 30,
2000 and 1999,  was a benefit of 73.6%  compared  to a provision  of 17.7%.  The
increase in the effective  rate is primarily  attributable  to the proportion of
non-deductible   amortization  expense  for  goodwill  resulting  from  a  prior
acquisition to pre-tax income (loss).

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
June 30, 2000 the Company was in the early stages of discovery.

<PAGE>

        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.




<PAGE>


9.      Guarantor Subsidiaries.

        The following summary sets forth  information  regarding the Company and
its  subsidiaries  as of December 31, 1999 and June 30, 2000 and for each of the
six month periods ended June 30, 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
 June 30, 2000 (Unaudited)
      Current assets .................    $  39,374,226    $  22,984    $ 1,535,556    $      --      $ (6,561,257)   $  34,371,509
      Noncurrent assets ..............      113,173,386      132,522      6,935,289      2,038,789      (8,843,789)     113,436,197
      Current liabilities ............       18,838,286      635,435      7,071,025           --        (6,474,406)      20,070,340
      Noncurrent liabilities .........      116,493,261         --           14,142           --              --        116,507,403
 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:
 June 30, 2000 (Unaudited)
      Sales ..........................       70,856,649      532,238      2,484,304           --          (532,238)      73,340,953
      Gross profit (loss) ............       17,317,574      (39,759)    (1,214,158)          --           (37,591)      16,026,066
      Income (loss) from operations...        1,659,196      (39,207)    (2,148,725)          --         2,187,932        1,659,196
      Net (loss) income ..............       (1,259,358)     (39,372)    (2,571,654)          --         2,611,026       (1,259,358)
 June 30, 1999 (Unaudited)
      Sales ..........................       66,726,684      514,715      2,438,090           --          (514,715)      69,164,774
      Gross profit ...................       16,551,685       56,352        209,886           --          (100,902)      16,717,021
      Income (loss) from operations...        5,108,535       54,014       (580,238)          --           526,224        5,108,535
      Net (loss) income ..............       (2,918,465)      54,014       (875,101)          --           821,087       (2,918,465)


</TABLE>



<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 June 30,                 Six Months Ended June 30,
                                         -------------------------------------      --------------------------------------
                                           2000       %         1999      %           2000       %        1999        %
                                         --------   ------   --------   ------      --------   ------   --------   -------

<S>                                      <C>        <C>      <C>        <C>         <C>        <C>      <C>         <C>
Sales ..............................     $  37.0    100.0    $  35.9    100.0       $  73.3    100.0    $  69.2     100.0
Cost of sales ......................        29.1     78.6       26.8     74.7          57.3     78.2       52.5      75.9
Gross profit .......................         7.9     21.4        9.1     25.3          16.0     21.8       16.7      24.1
Operating expenses .................         8.2     22.2        5.5     15.3          14.4     19.6       11.6      16.8
Income from operations .............        (0.3)    (0.8)       3.6     10.0           1.6      2.2        5.1       7.3
Interest ...........................         3.2      8.7        3.7     10.3           6.4      8.7        8.6      12.4
Other (Income) expense .............          --       --         --       --            --       --       (0.3)     (0.5)
Income (loss) before income taxes...        (3.5)    (9.5)      (0.1)    (0.3)         (4.8)    (6.5)      (3.2)     (4.6)
Income tax provision ...............        (2.6)    (7.1)        --       --          (3.5)    (4.8)      (0.3)     (0.4)
Net income (loss) ..................        (0.9)    (2.4)      (0.1)    (0.3)         (1.3)    (1.8)      (2.9)     (4.2)

</TABLE>

<PAGE>


Three Months Ended June 30, 2000 and 1999

        Net sales increased $1.1 million, or 3.1% to $37.0 million for the three
months ended June 30, 2000,  from $35.9 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  decreased $1.2 million,  or 13.2%, to $7.9 million for the
three  months ended June 30, 2000 from $9.1 million for the same period in 1999.
This decrease is due to the  operations of the Maryland book  manufacturing  and
the print-on-demand  divisions offset by increased efficiencies in the component
manufacturing and juvenile book manufacturing divisions. The percentage of gross
profit relative to sales declined 3.9% to 21.4% from 25.3% primarily as a result
of  inadequate  sales  and  start up costs  associated  with the  Maryland  book
manufacturing facility.

        Operating expenses increased $2.7 million, or 49.1%, to $8.2 million for
the three  months  ended June 30, 2000 from $5.5  million for the same period in
1999.  Operating expenses increased as a percent of sales to 22.2% for the three
months ended June 30, 2000 from 15.3% for the same period in 1999.  The increase
in  operating  expenses  in 2000 is due  principally  to the loss on the sale of
certain  assets.  In  addition,  the  Company  incurred  costs  associated  with
increased  sales  personnel  and customer  support  services  for Maryland  book
manufacturing.

        Interest expense  decreased  $500,000,  or 8.3%, to $3.2 million for the
three months ended June 30, 2000, from $3.7 million for the same period in 1999.
The decrease is attributed to more effective cash management.

        The  Company's  effective  tax rate,  on an  annualized  basis,  for the
quarter  ended June 30, 2000 was a benefit of 73.6%  compared to a provision  of
10.0%  for the same  period  in 1999.  The  increase  in the  effective  rate is
primarily attributable to the proportion of non-deductible  amortization expense
for goodwill resulting from a prior acquisition to pre-tax income (loss).

        Net loss  increased  $800,000 to a loss of $900,000 for the three months
ended June 30, 2000 from $100,000 for the same period in 1999. The change in net
loss was due to the factors described above.


<PAGE>



Six Months Ended June 30, 2000 and 1999

        Net sales  increased  $4.1  million,  or 5.9%,  to $73.3 million for the
three  months  ended June 30,  2000,  from $69.2  million for the same period in
1999.  The  increase  was a result of higher  sales at the  Company's  thin book
manufacturing and Maryland book manufacturing facilities.

        Gross profit decreased  $700,000,  or 4.8%, to $16.0 million for the six
months ended June 30, 2000 from $16.7  million for the same period in 1999.  The
decrease  is due to  the  operations  of the  Maryland  book  manufacturing  and
print-on-demand  divisions  offset by increased  efficiencies  in the  component
manufacturing and juvenile book manufacturing divisions. The percentage of gross
profit relative to sales declined 2.3% to 21.8% from 24.1% primarily as a result
of lack of sales and start up costs associated with new equipment  installations
at the Maryland book manufacturing facility.

        Operating expenses increased $2.8 million or 24.1%, to $14.4 million for
the six months  ended June 30,  2000 from $11.6  million  for the same period in
1999.  This increase is primarily  attributable to losses incurred upon the sale
of certain assets. In addition, the Company incurred additional costs associated
with  increased  sales  personnel,  customer  support  personnel and other costs
associated with the Maryland book manufacturing division.

         Interest expense decreased $2.2 million,  or 25.6%, to $6.4 million for
the six months  ended June 30,  2000,  from $8.6  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  $600,000,  or 10.2%,  to $6.5
million for the six months ended June 30,  2000,  from $5.9 million for the same
period 1999.  This  increase was  primarily the result of six months of interest
expense  for 2000  compared  to five  months for 1999 since 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 six
months  ended June 30, 2000 was a benefit of 73.6%  compared  to a provision  of
10.0%  for the same  period  in 1999.  The  increase  in the  effective  rate is
primarily attributable to the proportion of non-deductible  amortization expense
for goodwill resulting from a prior acquisition to pre-tax income (loss).

        Net loss  decreased  $1.6 million or 55.2% to a loss of $1.3 million for
the six months  ended June 30,  2000 from $2.9  million  for the same  period in
1999. The change in net loss was due to the factors described above.
<PAGE>


Liquidity and Capital Resources

        Cash  flow  during  the  first  six  months  of 2000  was  approximately
$500,000.  Net cash from operating activities provided  approximately  $700,000,
which consisted  principally of depreciation  and  amortization  charges of $7.9
million,  a non-cash loss on assets sold of $2.1 million offset by a net loss of
$1.3  million,  a  deferred  tax  benefit  of $3.5  million,  and  $4.6  million
investment in additional  working  capital.  Net cash from investing  activities
used $2.3 million due to capital and equipment  expenditures.  Net cash provided
by financing  activities was $2.1 million,  which is primarily due to borrowings
on the revolver.

        Working capital increased $4.1 million to $14.3 million at June 30, 2000
from $10.2 million at December 31, 1999. This increase is primarily attributable
to an increase in accounts  receivable of $1.7 million, an increase in inventory
of $1.2 million, and a reduction in accounts payable of $1.2 million.

        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,  available  credit  under the Senior  Credit  Facility and other
financial  sources  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 91% 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

<PAGE>

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
June 30, 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  covenants  regarding its total
leverage  ratio,  its interest  coverage ratio and its minimum EBITDA  (Earnings
before Interest,  Taxes,  Depreciation and Amortization) contained in the Senior
Credit Facility for the compliance  period ending June 30, 2000. The Company has
obtained a waiver from its lending  bank for its  noncompliance  with respect to
these covenants for the period.


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

        None.

<PAGE>

Item 5. Other Information.

        None.


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.****

</TABLE>


<PAGE>

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

Exhibit
Number                                            Description
-------     --------------------------------------------------------------------------------------------
<S>         <C>
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**
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.




<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: August 11, 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





<PAGE>