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                                                                  EXHIBIT 4.1(a)

                  FIRST SUPPLEMENTAL  INDENTURE (the "Supplement"),  dated as of
January 6, 2000, between Valassis  Communications,  Inc., a Delaware corporation
(the "Company"),  and The Bank of New York, a New York banking  corporation,  as
trustee (the "Trustee").

                               W I T N E S S E T H

                  WHEREAS,  the  Company  and  the  Trustee  have  executed  and
delivered  the  Indenture,  dated as of  November  15,  1994 (the  "Indenture"),
providing for the issuance thereunder by the Company, and the authentication and
delivery by the  Trustee,  of the  Company's  9.55%  Senior  Notes due 2003 (the
"Notes");

                  WHEREAS,  Section 1102 of the Indenture authorizes the Company
and the Trustee,  with the consent of the holders of not less than a majority in
aggregate  principal  amount of the  Notes,  to amend,  from  time-to-time,  the
Indenture by supplemental indenture for the purposes therein set forth;

                  WHEREAS,  the holders of not less than a majority in aggregate
principal  amount of the Notes have consented to the amendments to the Indenture
set  forth  herein  and  the  Company,  by  appropriate  corporate  action,  has
determined to supplement the Indenture in the manner  described  below,  and all
acts or  proceedings  necessary to authorize and  constitute  this  Supplement a
valid and binding agreement in accordance with the terms hereof,  have been done
and taken.

                  NOW,  THEREFORE,  in consideration of the premises herein, the
Company  covenants and agrees with the Trustee,  for the equal and proportionate
benefit of the respective holders of the Notes from time-to-time, as follows:

                  Section 1.  Indenture Supplement.

                  (a) Section 101 of the  Indenture  shall be amending by adding
the following defined terms:

                  "EBITDA"  for any  period  means the sum of  Consolidated  Net
Income,  plus  Consolidated  Interest  Expense plus the  following to the extent
deducted in calculating such Consolidated Net Income: (i) all income tax expense
of the Company and its consolidated  Subsidiaries,  (ii) depreciation expense of
the Company and its consolidated Subsidiaries, (iii) amortization expense of the
Company  and  its  consolidated  Subsidiaries  (excluding  amortization  expense
attributable  to a prepaid cash item that was paid in a prior period),  and (iv)
all other  non-cash  charges of the  Company and its  consolidated  Subsidiaries
(excluding any such non-cash  charge to the extent that it represents an accrual
of or reserve for cash expenditures in any future period), in each case for such
period.

                  "Funded Debt" of any Person means,  as at any date as of which
any  determination  thereof is being or is to be made, any  Indebtedness of such
person  that by its terms (i) will  mature  more than one year after the date it
was issued,


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incurred,  assumed or guaranteed by such Person, or (ii) will mature one year or
less  after the date it was  issued,  incurred,  assumed or  guaranteed  by such
Person  which at such date of  determination  may be renewed or  extended at the
election  or option of such Person so as to mature more than one year after such
date of determination.

                  "Funded Debt to EBITDA Ratio" as of any date of  determination
means the ratio of (i) Funded  Debt to (ii) the  aggregate  amount of EBITDA for
the period of the most recent four consecutive fiscal quarters prior to the date
of  determination  for  which  internal  financial   statements  are  available;
provided,  however,  that if the  Company or any  Subsidiary  shall have made an
acquisition of assets which  constitutes all or substantially  all of the assets
of a business, EBITDA for such period shall be calculated after giving pro forma
effect thereto as if such acquisition occurred on the first day of such period.

                  (b)  Section  1208(a) of the  Indenture  shall be amended  and
restated in its entirety as follows:

                  "(a) The  Company  shall  not,  nor shall it permit any of its
Subsidiaries  to, make any Restricted  Payment if, after giving effect  thereto,
(i) any Default  shall have  occurred and be  continuing  or (ii) the  aggregate
amount of such payments made subsequent to January 12, 1999 would exceed the sum
of (1) 50% (or if Consolidated Net Income shall be a deficit, minus 100% of such
deficit) of the aggregate Consolidated Net Income from November 16, 1998 through
the date of  determination,  (2) the aggregate net proceeds  (including cash and
the Fair Market  Value of  Property  other than cash)  received by the  Company,
subsequent  to January 12,  1999,  from  capital  contributions  from any of its
stockholders  or from  the  issuance  or  sale  (other  than  to a  Subsidiary),
subsequent  to January 12, 1999, of shares of its Capital Stock of any class (or
rights or warrants to subscribe  for or purchase  shares of Capital Stock of any
class),  other than Redeemable  Stock, or of any convertible  securities or debt
obligations  which have been converted  into,  exchanged for or satisfied by the
issuance  of  shares  of  Capital  Stock  of any  class of the  Company  and (3)
$75,000,000.  Notwithstanding  anything to the contrary  contained  herein,  the
Company and its Subsidiaries  may make any Restricted  Payment if, pro forma for
such Restricted  Payment,  the Funded Debt to EBITDA Ratio would have been equal
to or less than 1.0.

                  Section 2.  Indenture   to  Remain  in  Effect.   The
Indenture, as amended and supplemented by this Supplement,  shall remain in full
force and effect.

                  Section 3.  GOVERNING LAW. THIS SUPPLEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK,  WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

                  Section 4.  Counterparts.  This Supplement may be executed in
one or  more  counterparts,  each  of  which  shall  be an  original,  but  such
counterparts together shall construe one and the same instrument.

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                  IN WITNESS WHEREOF,  the parties hereto have caused this First
Supplemental  Indenture  to be duly  executed as of the day and year first above
written.

                                      VALASSIS COMMUNICATIONS, INC.


                                      By:
                                         --------------------------
                                         Name:
                                         Title:


                                      THE BANK OF NEW YORK


                                      By:
                                         --------------------------
                                         Name:
                                         Title:


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