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, 2001

                                       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, 2000 and March 31, 2001


Consolidated Statements of Operations..............................       2
         Three Months Ended March 31, 2000 and 2001


Consolidated Statements of Cash Flows..............................       3
         Three Months Ended March 31, 2000 and 2001


Notes to Consolidated Financial Statements.........................       4




<PAGE>


                      PHOENIX COLOR CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>


                                                                                 December 31, 2000     March 31, 2001
                                                                                     (Audited)          (Unaudited)
                                                                                 -----------------    ---------------
                                     ASSETS
<S>                                                                                <C>                <C>
Current assets:
      Cash and cash equivalents ................................................   $     367,866      $     191,647
      Accounts receivable, net of allowance for doubtful accounts and rebates of
       $1,084,800 in 2000 and $1,174,300 in 2001 ...............................      20,296,011         20,039,891
      Inventory ................................................................       5,501,544          5,477,126
      Income tax receivable ....................................................         805,905            813,569
      Prepaid expenses and other current assets ................................       1,321,909          1,168,441
      Deferred income taxes ....................................................       1,032,798          2,333,557
                                                                                   -------------      -------------
            Total current assets ...............................................      29,326,033         30,024,231

Property, plant and equipment, net .............................................      73,552,022         71,404,304
Goodwill, net ..................................................................      15,984,065         15,313,751
Deferred financing costs, net ..................................................       3,650,637          3,520,545
Other assets ...................................................................      10,559,495         11,486,806
                                                                                   -------------      -------------
       Total assets ............................................................   $ 133,072,252      $ 131,749,637
                                                                                   =============      =============



                       LIABILITIES & STOCKHOLDERS' DEFICIT
Current liabilities:
      Revolving line of credit  and other notes payable ........................   $      20,806      $  11,422,480
      Accounts payable .........................................................      10,489,654          9,692,279
      Accrued expenses .........................................................      11,055,808          9,028,085
                                                                                   -------------      -------------
            Total current liabilities ..........................................      21,566,268         30,142,844

10 3/8% Senior subordinated notes ..............................................     105,000,000        105,000,000

Revolving line of credit .......................................................       8,659,042               --
MICRF Loan .....................................................................         500,000            500,000
                                                                                   -------------      -------------
            Total liabilities ..................................................     135,725,310        135,642,844
                                                                                   -------------      -------------

Commitments and contingencies (Note 7)

Stockholders' deficit
      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
      Accumulated deficit ......................................................      (2,911,384)        (4,161,133)
      Stock subscriptions receivable ...........................................         (99,492)           (89,892)
      Treasury stock, at cost:  Class A, 3,460 shares and Class B, 2,000 shares       (1,769,230)        (1,769,230)
                                                                                   -------------      -------------
            Total stockholders' deficit ........................................      (2,653,058)        (3,893,207)
                                                                                   -------------      -------------
            Total liabilities & stockholders' deficit ..........................   $ 133,072,252      $ 131,749,637
                                                                                   =============      =============
</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,
                                                  -------------------------------
                                                       2000             2001
                                                  --------------   --------------

<S>                                               <C>             <C>
Sales .........................................   $ 36,283,486    $  32,144,028
Cost of sales .................................     28,173,852       25,482,523
                                                  ------------    -------------
Gross profit ..................................      8,109,634        6,661,505
                                                  ------------    -------------
Operating expenses:
       Selling and marketing expenses .........      1,664,425        2,049,954
       General and administrative expenses ....      4,426,548        4,078,402
                                                  ------------    -------------
Total operating expenses ......................      6,090,973        6,128,356
                                                  ------------    -------------
Income from operations ........................      2,018,661          533,149
Other expenses:
       Interest expense .......................      3,191,996        3,122,891
       Other expense (income) .................         76,722          (39,234)
                                                  ------------    -------------
Loss before income taxes ......................     (1,250,057)      (2,550,508)
Income tax benefit ............................       (668,780)      (1,300,759)
                                                  ------------    -------------
Net loss ......................................   $   (581,277)   $  (1,249,749)
                                                  ============    =============
</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,
                                                                                      -------------------------------
                                                                                          2000               2001
                                                                                      ------------       ------------
<S>                                                                                   <C>                <C>
Operating activities
      Net loss ....................................................................   $  (581,277)       $(1,249,749)
      Adjustments to reconcile net loss to net cash used in operating activities:
            Depreciation and amortization of property, plant and equipment ........     3,011,125          2,620,305
            Amortization of goodwill ..............................................       751,689            670,314
            Amortization of deferred financing costs ..............................       130,093            130,092
            Provision for uncollectible accounts ..................................        55,000             68,493
            Deferred income taxes .................................................          --           (1,300,759)
            Loss on disposal of assets ............................................        91,714               --
      Increase (decrease) in cash resulting from changes in assets and liabilities:
            Accounts receivable ...................................................    (1,282,986)           187,627
            Inventory .............................................................      (172,235)            24,418
            Prepaid expenses and other assets .....................................       170,136            181,274
            Accounts payable ......................................................    (1,050,764)          (972,475)
            Accrued expenses ......................................................    (2,768,473)        (2,027,723)
            Income tax refund receivable ..........................................      (687,400)            (7,664)
                                                                                      -----------        -----------
            Net cash used in operating activities .................................    (2,333,378)        (1,675,847)
                                                                                      -----------        -----------
      Investing activities:
            Capital expenditures ..................................................    (2,618,850)          (297,487)
            Increase in equipment deposits ........................................    (1,147,476)          (955,117)
                                                                                      -----------        -----------
                  Net cash used in investing activities ...........................    (3,766,326)        (1,252,604)
                                                                                      -----------        -----------
      Financing activities:
            Net borrowings from revolving line of credit ..........................     6,399,286          2,745,932
            Principal payments on long term borrowings ............................       (35,084)            (3,300)
            Payment of stock subscription .........................................         9,100              9,600
                                                                                      -----------        -----------
                  Net cash provided by financing activities .......................     6,373,302          2,752,232
                                                                                      -----------        -----------
                  Net increase (decrease) in cash .................................       273,598           (176,219)
      Cash and cash equivalents at beginning of period ............................       270,585            367,866
                                                                                      -----------        -----------
      Cash and cash equivalents at end of period ..................................   $   544,183        $   191,647
                                                                                      ===========        ===========


      Non-cash investing and financing activities:
                  Equipment included in accounts payable ..........................   $   806,165        $   175,100
                                                                                      ===========        ===========
</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,  2001,  and the results of its  operations  for the three month period
ended March 31, 2001 and 2000. The unaudited interim financial statements should
be read  in  conjunction  with  the  Company's  audited  Consolidated  Financial
Statements  for the year ended  December  31,  2000,  included in the  Company's
Annual Report filed on Form 10-K.


2.   Inventory.

     Inventory consists of the following:

<TABLE>
<CAPTION>

                                   December 31, 2000    March 31, 2001
                                   -----------------    --------------
     <S>                              <C>                 <C>
     Raw materials...............     $4,273,345          $3,690,364
     Work in process.............      1,228,199           1,786,762
                                      ----------          ----------
                                      $5,501,544          $5,477,126
                                      ==========          ==========
</TABLE>


3.   Other Assets.

     Other  assets at December  31, 2000 and March 31,  2001  include  equipment
deposits of $3,636,062 and $4,591,179, respectively.


4.   Accrued Expenses.

     Accrued  expenses at December 31, 2000 and March 31, 2001  include  accrued
interest expense of $4,558,462 and $1,962,991, respectively.


                                       4
<PAGE>


5.   Restructuring.

     In  September  2000,  the  Company  announced  a plan  to  restructure  its
operations, which resulted in the Company recording a one-time operating expense
totaling  $11.4  million.   The  restructuring  plan  involved  the  closing  of
TechniGraphix,  Inc. and the Company's Taunton,  Massachusetts facility in order
to reduce costs and improve productivity.

     The following table displays the activity and balances of the restructuring
accrual  account from  January 1, 2001 to March 31,  2001:

                              January 1,                              March 31,
                                2001                                    2001
Type of Cost                   Balance     Additions   Deductions      Balance
                              ----------   ---------   ----------    ----------

Lease termination costs...    $3,656,000      -         $112,000     $3,544,000



6.   Debt.

     In February  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 Act of 1933.  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.  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. 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.

     The Company has an Amended and Restated Loan  Agreement (the "Senior Credit
Facility") with a commercial bank for a three year $20,000,000  revolving credit
facility  through March 2002.  Borrowings  under the 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 on
November  13,  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.  As of March 31, 2001, the Company was
not in  compliance  with  covenants  regarding  its total  leverage and interest
coverage ratios and minimum EBITDA.  On May 14, 2001 the Company's lender waived
the violation of the financial covenants.  The Senior Credit Facility matures on
March 31, 2002, and  accordingly,  the outstanding debt has been classified as a
current  liability.  The Company and its lender are currently in negotiations to
implement a new long term agreement.

                                       5
<PAGE>

     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 March 31,  2001,  the
Company employed over 650 people in the state of Maryland.

7.   Commitments and Contingencies.

     In December  1998, the Company filed a complaint  against  Krause  Biagosch
GmbH and Krause America, Inc. ("Krause"), which was tried in October 2000 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  contended  that the  equipment  failed to perform as warranted.
During  1999,  the  Company  removed  the  portion  of  the  equipment  actually
delivered,  and sought recovery of the  approximately  $2.0 million paid on this
equipment,  which included  amounts for deposits on the balance of the equipment
not yet delivered.  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.  On October 26,  2000,  a jury  rendered a verdict in favor of the
Company on all but one of the  remaining  pieces of  equipment.  A  judgment  of
$1,899,247 has been entered  against Krause America,  Inc. Krause America,  Inc.
has filed an appeal,  and the Company has filed a cross  appeal with  respect to
the piece of  equipment  which was not  included  in the  original  verdict  and
judgment, and on the issue of pre-judgment interest. As of December 31, 2000 and
March 31, 2001, the Company  included in other  non-current  assets a receivable
from Krause of approximately $2.0 million.

     In August 1999,  the Company 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.  The
case is currently 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 for any quarterly or
annual period.

                                       6
<PAGE>

8.   Guarantor Subsidiaries.

     Phoenix Color Corp. ("Parent") currently has no independent  operations and
the guarantees made by all of its  subsidiaries,  which are all 100% owned,  are
full and  unconditional  and joint and several.  The Company  currently does not
have any direct or indirect non-guarantor subsidiaries. All consolidated amounts
in the Parent's  financial  statements would be  representative  of the combined
guarantors.

                                       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," "anticipate," "intends," "will," "should," "expects," "believes," or
"continue"  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,
                                         ---------------------------------------
                                           2001        %        2000        %
                                         -------     ------   -------     ------
<S>                                      <C>         <C>      <C>         <C>
Sales ..............................     $ 32.1      100.0    $ 36.3      100.0
Cost of sales ......................       25.5       79.3      28.2       77.6
Gross profit .......................        6.6       20.7       8.1       22.4
Operating expenses .................        6.1       19.0       6.1       16.8
Income (loss) from operations ......        0.5        1.7       2.0        5.6
Interest expense ...................        3.1        9.7       3.2        8.8
Other (income) expense .............         --         --       0.1        0.2
Loss before income taxes ...........       (2.6)      (8.0)     (1.3)      (3.4)
Income tax benefit .................       (1.3)      (4.0)     (0.7)      (1.8)
Net loss ...........................       (1.3)      (4.0)     (0.6)      (1.6)

</TABLE>


                                       8
<PAGE>

     Three Months Ended March 31, 2001 and 2000

     Net sales decreased $4.2 million,  or 11.6%, to $32.1 million for the three
months ended March 31, 2001, from $36.3 million for the same period in 2000. The
decrease  was a result of a decline  in  orders of book  components  caused by a
contraction in the publishing industry.

     Gross profit  decreased  $1.5  million,  or 18.5%,  to $6.6 million for the
three months ended March 31, 2001 from $8.1 million for the same period in 2000.
This decrease was primarily the result of decreased  sales, as noted above.  The
percentage of gross profit  relative to sales  declined 1.7% to 20.7% from 22.4%
primarily  as a result of  percentage  increases  in material  and labor of book
components.

     Operating  expenses remained unchanged at $6.1 million for the three months
ended March 31, 2001 and 2000.  Operating  expenses increased as a percentage of
sales to 19.0% for the three months ended March 31, 2001 from 16.8% for the same
period in 2000 due to the decline of book components sales as mentioned above.

     Interest expense decreased $100,000, or 3.1%, to $3.1 million for the three
months ended March 31, 2001 from $3.2  million for the same period in 2000.  The
decrease was the result of less average outstanding debt during the period.

     The Company's  effective tax rate, on an annualized  basis, for the quarter
ended March 31,  2001 was a benefit of 50.0%  compared to a benefit of 53.5% for
the same  period  in 2000.  The  decrease  in the  effective  rate is  primarily
attributable  to the change in the  proportion  of  non-deductible  amortization
expense for goodwill resulting from a prior acquisition to pre-tax loss.

     Net loss  increased  $700,000 to $1.3  million for the three  months  ended
March 31, 2001 from $600,000 for the same period in 2000. The change in net loss
was due to the factors described above.


                                       9
<PAGE>

Liquidity and Capital Resources

     Cash  flow  during  the  first  three  months  of 2001 was a use of cash of
approximately  $175,000,  offset by non-cash  charges of $2.1 million.  Net cash
used in operating  activities was  approximately  $1.7 million,  which consisted
principally  of a net loss of $1.3 million,  investment  in  additional  working
capital of $2.5  million,  and a deferred tax benefit of $1.3 million  offset by
depreciation  and  amortization  charges  of  $3.4  million.  Net  cash  used in
investing activities was $1.3 million due to capital and equipment expenditures.
Net cash  provided by financing  activities  was $2.8  million,  resulting  from
borrowings on the Senior Credit Facility.

     Working  capital  decreased  $7.9 million to a negative  $100,000 March 31,
2001,  from $7.8  million at December  31,  2000.  This  decrease  is  primarily
attributable  to  including  the Senior  Credit  Facility  ($11.4  million) as a
current  liability  (due to the  maturity  date of the Senior  Credit  Facility)
offset by a decrease in accrued liabilities of $2.1 million,  which is primarily
associated  with the pay down of accrued  interest  on the  Senior  Subordinated
Notes.

     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 for the year
2001. In addition,  the Company and its lender are currently in  negotiations to
implement a new long term agreement.

     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.


                                       10
<PAGE>

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

     In December  1998, the Company filed a complaint  against  Krause  Biagosch
GmbH and Krause America, Inc. ("Krause"), which was tried in October 2000 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  contended  that the  equipment  failed to perform as warranted.
During  1999,  the  Company  removed  the  portion  of  the  equipment  actually
delivered,  and sought recovery of the  approximately  $2.0 million paid on this
equipment,  which included  amounts for deposits on the balance of the equipment
not yet delivered.  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.  On October 26,  2000,  a jury  rendered a verdict in favor of the
Company on all but one of the  remaining  pieces of  equipment.  A  judgment  of
$1,899,247 has been entered  against Krause America,  Inc. Krause America,  Inc.
has filed an appeal,  and the Company has filed a cross  appeal with  respect to
the piece of  equipment  which was not  included  in the  original  verdict  and
judgment, and on the issue of pre-judgment interest. As of December 31, 2000 and
March 31, 2001, the Company  included in other  non-current  assets a receivable
from Krause of approximately $2.0 million.

     In August 1999,  the Company 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.  The
case is currently 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 for any quarterly or
annual period.


Item 2. Change in Securities and Use of Proceeds.

         None.


Item 3. Defaults upon Senior Securities.

         None


                                       11
<PAGE>

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

         None.

Item 5. Other Information.

         None.

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

         (a)  Exhibits.

<TABLE>
<CAPTION>

Exhibit                                                   Description
Number
-------     ----------------------------------------------------------------------------------------------------
<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.****
</TABLE>


                                       12
<PAGE>

         (a)  Exhibits (continued).

<TABLE>
<CAPTION>
Exhibit                                                   Description
Number
-------     ----------------------------------------------------------------------------------------------------
<S>         <C>
10.4(d)     Third Amendment to Credit Agreement date November 13, 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.*****
10.4(e)     Fourth Amendment to Credit Agreement date March 30, 2001 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**

</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 in the  Company's  1999 Annual Report on Form
        10-K filed on March 29, 2000. (Reg. No. 333-50995)

*****   Incorporated by reference in the Company's 1999 Quarterly Report on Form
        10-Q filed on November 14, 2000. (Reg. No. 333-50995)

******  Incorporated  by reference in the  Company's  2000 Annual Report on Form
        10-K filed on April 2, 2001. (Reg. No. 333-50995)


                                       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, 2001

                                      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>