<PAGE>

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

                          FORM 10-K
 (Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE
     SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
     For the Fiscal Year Ended December 31, 1996 or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF
     THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
     For the Transition Period from ______to______

               Commission file number: 0-20758

                   HA-LO INDUSTRIES, INC.
                   ----------------------
   (Exact name of registrant as specified in its charter)

            Illinois                   36-3573412
            --------                   ----------
(State  or other jurisdiction of      (IRS Employer
 incorporation or organization)    Identification No.)

           5980 TOUHY AVE., NILES, ILLINOIS 60714
           --------------------------------------
     (Address of principal executive offices, Zip Code)

     Registrant's telephone number, including area code:
                       (847)647-2300

 Securities registered pursuant to Section 12(b) of the Act:
                            None

 Securities registered pursuant to Section 12(g) of the Act:

                 Common Stock, no par value
                 --------------------------
                    (Title of each class)

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  by  check mark if disclosure of delinquent  filers
pursuant  to  Item  405 of Regulation S-K is  not  contained
herein,   and  will  not  be  contained,  to  the  best   of
registrant's  knowledge, in definitive proxy or  information
statements  incorporated by reference in Part  III  of  this
Form 10-K or any amendment to this Form 10-K. [ ]

The   aggregate  market  value  of  voting  stock  held   by
stockholders  who were not affiliates of the registrant  was
approximately $206,328,200 as of March 24, 1997 (based on the
closing  sale  price  on that date as  reported  by  Midwest
Edition  of  THE WALL STREET JOURNAL). For this computation,
the  registrant has excluded the market value of all  shares
of  its  common  stock  reported as  beneficially  owned  by
executive  officers  and directors  of  the  registrant  and
certain  other  stockholders; such exclusion  shall  not  be
deemed to constitute an admission that any such person is an
"affiliate"  of  the  registrant.  At March  24,  1997,  the
registrant  had  issued  and  outstanding  an  aggregate  of
19,818,816  shares of its common stock.

             DOCUMENTS INCORPORATED BY REFERENCE

Those  sections or portions of the registrant's 1996  Annual
Report  to Shareholders and of the proxy statement  for  the
Annual  Meeting of Shareholders to be held on June  2,  1997
described in Parts II, III and IV hereof are incorporated by
reference in this report.
<PAGE>
                           PART I

ITEM 1. BUSINESS

PROMOTIONAL PRODUCTS:

GENERAL

     HA-LO Industries, Inc. and Subsidiaries ("the Company")
is  the  leading marketer and distributor in the $8  billion
specialty   and   premium  promotional  products   industry.
Specialty  and  premium promotional products  are  generally
articles  of  merchandise imprinted or otherwise  customized
with  an advertiser's name, logo or message and used by  the
advertiser  for marketing, sales incentives and  awards  and
development  of goodwill for a targeted audience.   Examples
of   these   products  include  jackets,   hats,   T-shirts,
calendars, pens, coffee mugs and key chains, as well as more
upscale items such as crystalware and desk accessories.

      Specialty  and  premium promotional  products  can  be
valuable  components of an advertiser's overall  advertising
or  marketing campaign.  Because such products are  designed
to  be  useful to the recipient, messages imprinted on these
products  enjoy  repeated exposure.  Specialty  and  premium
advertising  can  be readily targeted to specific  audiences
sought  by  advertisers  because  of  the  wide  variety  of
merchandise available for such purposes.

      The Company enhances its promotional products business
through a variety of value-added services including its  in-
house  advertising agency, Duncan & Hill, its HA-LO  Sports-
Registered Trademark-, Inc.  subsidiary  and  its Events  by
HA-LO-Registered Trademark-  division.  The Company   also
provides  corporate   fulfillment   program services,  which
enable customers to purchase  large quantities of customized
products that are warehoused by the Company and are available
for immediate shipment in small quantities as  needed. Value-
added  advertising  and  design capabilities are provided by
Duncan & Hill, which acts as an extension   of   customers'
marketing departments and advertising  agencies. HA-LO Sports
-Registered Trademark-, Inc. is the Company's sports marketing
agency  which consults with sports teams and corporations on
many aspects of sports promotions, including endorsements,
event marketing and vendor programs.  Through Events  by HA-LO
-Registered Trademark-, the Company plans, organizes and
promotes corporate  events  such  as business conferences and
grand openings.

       The   Company  enjoys  competitive  advantages  which
differentiate   HA-LO   from  other  advertising   specialty
companies, as follows:

         -      CORPORATE  FULFILLMENT  PROGRAMS.      Under
     these  programs,  a  customer  contractually  purchases
     large  quantities  of  customized  products  that   are
     warehoused by the Company and shipped at the  direction
     of   the   customer.   Such  programs   are   generally
     implemented in conjunction with a customer  catalog  or
     brochure  featuring  the types of  customized  products
     being warehoused.  Further, these programs afford large
     customers  lower  per unit costs  and  the  ability  to
     receive  immediate delivery of small  quantities.   The
     Company  also  provides computerized inventory  reports
     which  assist the customer in monitoring its  marketing
     efforts,   and,  on  request,  automatically   reorders
     product at predetermined levels. The Company views  the
     design  and  administration  of  corporate  fulfillment
     programs  as  an  integrated feature of the  customer's
     overall marketing plan, thereby

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     institutionalizing  the Company's relationships with
     these customers.

         -      IN-HOUSE   ART  DEPARTMENT.    The   Company
     maintains  an in-house design center and art department
     that  designs sample products and provides camera-ready
     art  work.   This  allows  the Company  to  assist  its
     customers   in   creating  innovative   specialty   and
     promotion  programs.  The art department employs  full-
     time   artists  offering  illustration,  graphics   and
     typesetting services as well as the design of corporate
     logos. The Company has the ability to respond on a same-
     day  basis  to  customer  requests  for  art  work  and
     designs.  The availability of this department saves the
     customer time and money.

         -     IN-HOUSE PRODUCTION DEPARTMENT.  The  Company
     has an in-house production department with capabilities
     for  engraving, hot-stamping and silk screening.  These
     capabilities   enable   the  Company   to   accommodate
     customers  placing last-minute orders for a variety  of
     products and to produce samples, typically on  a  same-
     day basis, for existing and potential customers.

         -     COMPUTER SOURCING AND CATALOGS.  The  Company
     utilizes  computer  software to  electronically  source
     product   needs   from  over  2,500  vendors.   Product
     specifications  and pictures are immediately  available
     to  the sales representative and customer.  The Company
     has  also  developed its own catalog which depicts  the
     broad range of products it provides, including some  of
     the unique items it has developed.

         -     BUYING POWER.  As one of the nation's largest
     specialty   and  premium  advertising  companies,   the
     Company   has  been  able  to  successfully   negotiate
     preferred  pricing from many vendors.  The Company  has
     developed  direct relationships with reliable  overseas
     manufacturers  who  meet  its  quality   and   delivery
     standards.   This  allows  the  Company  to   be   very
     competitive on pricing large orders.

       The   Company   purchases  products   directly   from
manufacturers and typically arranges to have the  customer's
name,  logo or advertising message imprinted on the products
by  the  manufacturer or a third party.  A majority  of  all
products  sold  by the Company are shipped directly  by  the
Company's suppliers to its customers; the remaining products
are  warehoused  by  the  Company in  conjunction  with  the
Company's corporate fulfillment program.

      The  Company markets its products primarily through  a
sales  force  of independent sales representatives  who  are
paid  commissions by the Company based upon a percentage  of
gross profit on individual sales.

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INDUSTRY OVERVIEW

       According  to  the  Promotional  Product  Association
International ("PPA"), an industry trade association,  sales
volume  in  the  specialty and premium advertising  industry
grew  to  approximately $8 billion in 1995.   There  are  in
excess of 14,000 United States distributors of specialty and
premium   advertising  products  according   to   the   PPA.
Generally,  distributors are closely-held  entities  with  a
local  or  regional  focus.  Distributors  range  from  one-
person,  one-product businesses to entities similar  to  the
Company.   While  certain  better-capitalized   distributors
maintain  showrooms to assist customers in the selection  of
the  array of products which are available, the majority  of
distributors are comprised of one to three sales persons who
bring   sample  cases  and  suppliers'  catalogs  to   their
customers.   Many  of  the  larger  distributors  are   also
manufacturers (or affiliates of manufacturers)  of  products
traditionally used in the specialty and premium  advertising
industry  and  which principally market  their  own  product
line.

STRATEGY

      The  Company's strategy is to continue as the  leading
distributor  in the promotional products industry.  Specific
elements of the Company's operating strategy include:

         -     NATIONAL  SALES  FORCE AND  SHOWROOM  SYSTEM.
     The  Company's national sales force currently  consists
     of approximately 650 sales representatives. The Company
     currently has 11 showrooms throughout the United States
     that  provide  customers with the opportunity  to  view
     products and develop ideas for additional products  and
     programs  that  can  be  used  in  their  marketing  or
     advertising campaigns. The Company plans to continue to
     add both sales representatives and showrooms.

          -     STRATEGIC  ACQUISITIONS.  The  Company   has
     acquired  11  promotional products  distributors  since
     1992   and   continues  to  believe  that   there   are
     significant opportunities in the fragmented promotional
     products  industry  to acquire high-quality  companies.
     The   Company  believes  this  will  increase  existing
     business  by providing additional sales representatives
     and  new customers and  allow the Company to enter  new
     geographic  areas.  The Company  has  demonstrated  its
     ability   to   improve   upon   the   performance   and
     profitability of these companies. The Company  believes
     acquisitions  have  been and will  continue  to  be  an
     expeditious and cost-efficient method of growth.

          -    EXPANSION  OF EXISTING CUSTOMER RELATIONSHIPS
     AND  STRATEGIC  ALLIANCES. The  Company  has  developed
     strong customer relationships with large organizations,
     many of which have large advertising specialty budgets.
     The  Company's relationships allow it to  identify  new
     business  opportunities and react to customer needs  in
     the  early  stages of a marketing program  and  thereby
     maintain  and increase its sales volume with particular
     customers.   The   Company   believes   that   it   has
     opportunities  to  increase the amount  of  advertising
     purchases   made  by  its  customers  by   continuously
     introducing new and creative products and programs.  In
     addition,  as  customers  seek  to  consolidate   their
     advertising  specialty purchases, the Company  believes
     it  has a substantial

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     opportunity to increase its share of its customers' total
     purchases.

         -      BROAD   LINE  OF  SPECIALTY  PRODUCTS/BUYING
     POWER.  The Company seeks to differentiate itself  from
     competitors  by  making available to  its  customers  a
     broad  line  of  promotional products.  Currently,  the
     Company  has  access to products from more  than  2,500
     vendors located primarily throughout North America  and
     the Far East. The Company's broad product line provides
     its customers with comprehensive, one-stop shopping for
     most  of  their promotional  products. As  one  of  the
     nation's  largest  purchasers of promotional  products,
     the   Company  has  successfully  negotiated  preferred
     pricing  from  many  of its vendors and  has  developed
     relationships   with  reliable  overseas  manufacturers
     which satisfy its quality and delivery standards.

           -      SOPHISTICATED    DESIGN    AND    DELIVERY
     CAPABILITIES. The Company seeks to position  itself  as
     an  integral  part of its customers' overall  marketing
     and advertising programs by offering more services than
     typical small distributors. Through its in-house design
     and production departments, the Company can respond  to
     customers'  needs with individually designed approaches
     to  customers'  overall  marketing  programs.  When  an
     advertising   specialty  concept   is   designed,   the
     Company's  full-service, self-contained art  department
     generally  has  the  capability  to  produce  a  visual
     representation of the product for customer approval  in
     one  day. In addition, the Company's relationships with
     reliable  manufacturers allow  it  to  deliver  quality
     products  on  a  timely basis. The Company  uses  these
     capabilities to attract new customers and  to  increase
     the volume of orders placed by existing customers.

          -     SOPHISTICATED   SYSTEMS  CAPABILITIES.   The
     Company    operates    a    consolidated    accounting,
     warehousing, order tracking, pricing, billing  and  job
     cost    management   information   systems    at    its
     headquarters.  This system is currently  under  further
     development  to  link the Company's offices  and  sales
     representatives so that representatives will be able to
     receive   detailed   information   including   customer
     purchasing patterns, payment history and order status.

         -     FLEXIBLE  EXPENSE STRUCTURE. The Company  has
     structured  its  organization  to  lessen   its   fixed
     overhead  costs.  It  has achieved  this  through:  (i)
     compensating  its  sales force on a  commission  basis,
     (ii)   sourcing  its  products  from  vendors,  thereby
     avoiding   fixed  manufacturing  expenses   and   (iii)
     handling a substantial majority of its sales via direct
     shipment  to the customer, thereby minimizing inventory
     carrying costs.

PRODUCTS AND SERVICES

       Promotional  products  are  generally   articles   of
merchandise  imprinted  or  otherwise  customized  with   an
advertiser's  name,  logo  or message  which  are  used  for
marketing,  sales incentives and awards and  development  of
goodwill  for a targeted audience. The products include  (i)
apparel  such  as jackets, sweaters, hats and  golf  shirts,
(ii)   business  accessories  such  as  clocks,  portfolios,
briefcases,   blotters  and  pen  and  pencil  sets,   (iii)
recognition  awards such as trophies and  plaques  and  (iv)
other   miscellaneous  advertising  items  such  as   etched
crystalware,  calendars,  golf  accessories,   key   chains,
watches  and mugs. The Company's representatives  work  with
customers   to  develop  marketing

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programs  that   utilize advertising  specialty  products
designed  to   reach   the specific audience targeted by the
customers.

      When  a promotional product  concept is designed,  the
Company's   full-service,  self-contained   art   department
generally   has   the  capability  to   produce   a   visual
representation  of the product for customer approval  within
one  day. The art department employs full-time artists  with
varying   backgrounds   in   illustration,   graphics    and
typography,  as  well  as  in  designing  corporate   logos.
Further,  the Company's personnel utilize the latest  design
software  and  equipment  and have access  to  thousands  of
pieces  of  art  work.  The Company  also  has  an  in-house
production department which performs limited engraving,  hot
stamping  and  silk  screening on samples  and  on  finished
products  which  enables the Company to produce  samples  on
short  notice and satisfy customer requests for last  minute
orders.  The  Company's  design  and  production  facilities
distinguish it from many of its competitors.

SALES REPRESENTATIVES

      The  Company's products are sold primarily  through  a
network    of    approximately   650    independent    sales
representatives.    Historically,  the   Company   has   not
experienced   significant  turnover  among  its  experienced
independent  sales  representatives.  The  Company  believes
that  the  existence of its broad range of services,  buying
power,  stock option program and name recognition facilitate
its ability to attract and retain sales representatives.

      The  terms  of the Company's customary form  of  sales
representative  arrangement provides for the  representative
to  receive  a commission in an amount equal to a percentage
of  the  gross profit from the sale of products attributable
to that person.  All orders taken by the representative must
comply  with the policies of the Company and are subject  to
acceptance by the Company.  Typically, a representative  has
no assigned or exclusive territory.

COMPETITION

      The promotional products industry is highly fragmented
and  competitive, and some of the Company's competitors  may
have  substantially  greater financial and  other  resources
than the Company.  The Company also competes for advertising
dollars  against  other  media, such as  television,  radio,
newspapers,  magazines and billboards.  In  addition,  entry
into  the specialty and premium advertising industry is  not
difficult,  and  new competitors are continually  commencing
operations.

     The primary bases for competition are customer service,
creativity,  customer relationships, product innovation  and
pricing.   Few  in the industry possess the capabilities  to
offer  potential customers the services available  from  the
Company.  However, several of the Company's competitors  are
manufacturers  as  well as distributors  and  may  enjoy  an
advantage over the Company with respect to the cost  of  the
goods they manufacture.

CUSTOMERS

       The   Company's   customers  include   manufacturing,
financial   service,  broadcasting,  consumer  product   and
communications  companies  as well  as  professional  sports
teams.  Approximately 15% and 14% of net sales in  1996  and
1995, respectively, were generated from Montgomery Ward  and
Co.,   Inc.   In   1994,  another  customer  accounted   for
approximately  11% of

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net sales. Selected customers  of  the Company  include
Motorola, Inc., The Quaker  Oats  Company, Time-Warner Inc.,
Ameritech  Corporation,  Turner  Broadcasting System, Inc.,
Abbott Laboratories, and Andersen Consulting.

      The  Company  has  a diverse customer  base  which  it
believes serves to limit its exposure to industry downturns.
Historically,  the Company's largest customers  have  varied
from  year to year depending upon numerous factors affecting
its  customers, including advertising and promotion budgets,
the  introduction  of  new products, operating  results  and
economic conditions.

BACKLOG

      As of February 28, 1997, the Company had a backlog  of
firm orders of approximately $16,113,000, substantially  all
of which the Company believes will be shipped during 1997.

SUPPLIERS

      The  Company  has direct access to more  than  300,000
different  products  furnished by over 2,500  manufacturers.
The  Company  is not dependent upon any single manufacturer,
and  alternative manufacturers are available  for  virtually
all products.

EMPLOYEES

       As   of  December  31,  1996,  the  Company  employed
approximately   400   people  in  its  premium   advertising
business.   The  Company is not a party  to  any  collective
bargaining  agreements and has not experienced a  strike  or
work  stoppage.   The  Company believes  that  its  employee
relations are excellent.

PATENTS AND TRADEMARKS

      The Company believes the "HA-LO" name is important  to
its  business.   The  Company has registered  the  following
trademarks:   "HA-LO   Advertising   Specialties-Registered
Trademark-",  "HA-LO  Marketing  and  Promotions-Registered
Trademark-", "Events by  HA-LO-Registered Trademark-"  and
"HA-LO Sports-Registered Trademark-".

SEASONALITY OF THE BUSINESS

      Some  customers tend to utilize a greater  portion  of
their  advertising and promotion budgets in the latter  part
of  the  year, which has historically resulted  in  and  may
continue  to result in a disproportionately large  share  of
the  Company's  net  sales being recognized  in  the  fourth
quarter.   In  addition,  the  Company  incurs  general  and
administrative expenses evenly throughout the year which has
historically resulted in a disproportionate share of its net
income  being  reported in the fourth quarter. In  addition,
the  timing  of, and method of accounting used in connection
with,  an  acquisition may cause substantial fluctuation  in
operating  results from quarter to quarter.  Therefore,  the
operating results for one quarter should not be relied  upon
as an indication of the results to be expected in any future
quarter.

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TELEMARKETING

GENERAL

      The  Company  acquired Market  USA,  Inc.  and  Marusa
Marketing,  LTD.  (together MUSA) in September,  1996.  MUSA
creates,  manages and conducts large scale  telephone  based
marketing  programs  for large corporate clients  throughout
the United States and Canada. Through a network of more than
1,400  telephone  service representatives ("TSRs")  and  550
licensed insurance agents, MUSA provides script development,
telephone-based   direct  sales,   database   analysis   and
management,  consultation  and program  design  as  well  as
customer lead acquisition services to clients, primarily  in
the insurance and financial services industries.  MUSA makes
extensive  use  of telecommunications technology,  including
predictive dialers and digital switches to initiate outbound
calls,  electronically transmit applicable  program  scripts
and  customer  information  to their  TSR  workstations  and
record and report the customer and transaction data captured
during   each  call.  MUSA  currently  operates   over   900
workstations in 17 call centers located primarily throughout
the Midwestern United States and Canada.

INDUSTRY OVERVIEW

      The  telephone  based  marketing  industry  is  highly
fragmented   and  includes  both  captive  and   independent
companies.  The industry has experienced significant  growth
in   recent   years  which  has  prompted   the   need   for
technologically advanced high volume call centers  dedicated
to  providing telephone-based marketing services for clients
on  an  outsourced basis. In addition, many large  companies
are  continuing  to  focus on their  core  competencies  and
outsourcing non-core functions. The advantages of  telephone
based marketing, which include high response rates, low cost
per  transaction, direct interaction with customers and  the
ability  to immediately respond to customer inquiries,  make
it  an  attractive  alternative to  other  forms  of  direct
marketing.

STRATEGY

     In light of increasing direct marketing expenditures by
large   corporations,  greater  emphasis  on   telemarketing
programs  and  the trend toward outsourcing of telemarketing
activities,  the  Company  believes  there  are  significant
opportunities  to  expand its telemarketing   business.  The
Company's strategy includes the following components:

         -  INCREASE REVENUES FROM EXISTING CLIENTS.  MUSA
     believes  there  is  a  significant  opportunity to increase
     revenues  from  existing  clients.   Specifically,  MUSA  is
     targeting opportunities to capture an  increasing  share  of
     its clients' direct sales activities and to cross-sell their
     other telemarketing services.

        -  OBTAIN  NEW  CLIENTS  WITHIN  EXISTING  INDUSTRY
     SPECIALIZATIONS.  The   insurance  and  financial  services
     industries include  many  large corporations  which rely on
     telemarketing for a substantial portion

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     of their direct sales  needs.  MUSA believes there is significant
     opportunity  to  grow by targeting new clients in these industries
     that  are  seeking to outsource their existing or new telemarketing
     programs. MUSA believes it has a competitive advantage in competing
     for these new clients because of its expertise and reputation  for
     quality service with clients in these industries. For example, MUSA
     currently has approximately  550  licensed insurance agents in the
     United States and Canada, more than any of their direct competitors.

         -    CROSS-SELLING:  Historically, MUSA has acquired
     new clients and marketed its services primarily through
     personal contacts, referrals from existing customers and by
     attending trade shows, advertising in industry publications
     and responding to requests for proposals. Although MUSA will
     continue to utilize these sources to identify potential
     clients, MUSA believes its services compliment those of HA-LO
     and believe the opportunities to cross-sell its services to
     HA-LO's current customers are significant.

       -   ADD NEW INDUSTRY SPECIALIZATIONS.  MUSA is evaluating
     several  industries which are expected to substantially
     increase expenditures on direct sales and customer service
     telemarketing applications, including the  natural  gas
     industry, which may become even more competitive due to
     ongoing or potential deregulation efforts.

       -  CREATE NEW VALUE ADDED TELEMARKETING APPLICATIONS.
     MUSA regularly seeks to create new value-added services
     which have not historically been offered by independent
     telemarketers. Creating additional value-added services
     should both increase the average account size and, more
     importantly, strengthen the long-term relationships between
     MUSA and its clients.

       -  EXPLORE STRATEGIC ACQUISITIONS.  MUSA intends to take
     advantage of the fragmented nature of the telemarketing
     industry by making strategic acquisitions. Through selected
     strategic acquisitions, MUSA seeks to serve new industries
     or complement its client base in one of its current industry
     specializations. MUSA will evaluate acquisitions  using
     numerous criteria including management strength, service
     quality, industry focus, diversification of client base and
     operating characteristics.


OPERATIONS OVERVIEW

       MUSA  provides  outbound  telemarketing  for  clients
     primarily in the insurance and financial services industries.

       CALLING:   Outbound telemarketing  refers  to  direct
     sales,  research and service activities  that  commence
     when  MUSA  places  calls to parties  targeted  by  its
     corporate  clients to offer products  or  services.  In
     most    instances,   MUSA   receives   customer    data
     electronically from its clients. These files have  been
     selected  to

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     match  the  demographic  profile  of  the targeted
     customer  for the product  or  service  being  offered.
     MUSA's  data  management  systems  sort  the  records
     and electronically assign them to one  of  its  call
     centers.  Telephone  calls  are  controlled   by
     computerized  call  management  systems  that   utilize
     predictive dialers to automatically dial the numbers in
     the  files, determine if a live connection is made  and
     present  connected calls to a TSR who has been  trained
     for the client's program. When a call is presented, the
     customer's  name, other information about the  customer
     and  the  program information simultaneously appear  on
     the TSR's computer screen. The TSR then uses the script
     to  solicit an order for the product or service  or  to
     request  information that will be added to the client's
     database.

        QUALITY  ASSURANCE:   During  the  course  of   each
     telemarketing  program,  MUSA  carefully  monitors  its
     representatives to insure accurate presentation of  the
     product or service offered and to maintain quality  and
     efficiency. Sales confirmations are recorded  with  the
     customer's  consent to insure accuracy  and  provide  a
     record  in  the event a transaction must be reconfirmed
     at   a  later  date.   MUSA  also  has  extensive  call
     monitoring  programs to facilitate TSR  evaluation  and
     provide  clients the ability to obtain program feedback
     on a real time basis. MUSA's information systems enable
     it   to   provide  clients  with  hourly  reports,   if
     necessary,  on  the status of an outgoing telemarketing
     campaign  and  can transmit summary data electronically
     to clients, if desired.

      PERSONNEL AND TRAINING:  MUSA believes a key component
     of  its  success  is  the  quality  of  its  employees.
     Therefore,  MUSA  continually refines its  approach  to
     hiring,  training  and  managing  qualified  personnel.
     MUSA's  call  centers are strategically located  in  an
     effort to attract a high quality, dedicated work force.
     MUSA   believes  its  relatively  high  proportion   of
     full-time  employees provides a more stable work  force
     and reduces its recruiting and training expenditures.

     MUSA  currently employs over 2,400 people. None of  the
     MUSA's employees are subject to a collective bargaining
     agreement.  MUSA  considers  its  relations  with   its
     employees to be excellent.

COMPETITION

      The  telemarketing  industry is very  competitive  and
highly  fragmented. MUSA's competitors range  in  size  from
very  small firms offering specialized applications or short
term  projects,  to  large independent firms.  A  number  of
competitors  have capabilities and resources  equal  to,  or
greater   than,  MUSA's.  The  market  includes  non-captive
telemarketing and customer service operations such  as  APAC
Teleservices,  MATRIXX Marketing, Inc.,  SITEL  Corporation,
ITI   Marketing  Services,  Inc.,  West  Telemarketing,  and
TeleService Resources, as well as in-house telemarketing and
customer service organizations throughout the United States.
In-house  telemarketing and customer services  organizations
comprise  by  far  the largest segment of the  industry.  In
addition,  some of  MUSA's services also compete with  other
forms  of  direct  marketing such as

                            10
<PAGE>

mail,  television  and radio.  MUSA  believes the  principle
competitive  factors  in  the  telephone-based  marketing
industry are  reputation  for quality,  sales and  marketing
results, price,  technological expertise, and the ability to
promptly provide clients  with customized solutions to their
sales and marketing needs.

GOVERNMENT REGULATION

      In  the  United States, telephone sales practices  are
regulated  at both the federal and state level. The  Federal
Communications  Commission's (the  "FCC")  rules  under  the
Federal  Telephone  Consumer Protection  Act  of  1991  (the
"TCPA")  prohibit the initiation of telephone  solicitations
to  residential telephone subscribers before  8:00  A.M.  or
after  9:00  P.M.,  local  time, and  prohibit  the  use  of
automated  telephone  dialing  equipment  to  call   certain
telephone  numbers. In addition, the FCC rules  require  the
maintenance  of  a  list of residential consumers  who  have
stated   that   they  do  not  wish  to  receive   telephone
solicitations  and  avoidance  of  making  calls   to   such
consumers' telephone numbers.

      The Federal Telemarketing and Consumer Fraud and Abuse
Prevention Act of 1996 (the "TCFAPA") broadly authorizes the
FTC  to  issue regulations prohibiting misrepresentation  in
telephone sales. In August 1995, the FTC issued rules  under
the   TCFAPA  which  generally  prohibit  abusive  telephone
solicitation  practices  and impose  disclosure  and  record
keeping requirements.

     MUSA believes it is in compliance with the TCPA and the
FCC  rules  thereunder  and with the  FTC  rules  under  the
TCFAPA. MUSA trains its TSR's to comply with the FTC and FCC
rules  and  programs  its call management  system  to  avoid
telephone  calls during restricted hours or  to  individuals
maintained on MUSA's "do-not-call" list.

     Telemarketing in Canada is governed by both federal and
provincial  legislation. At the federal level, telemarketing
practices  may  be dealt with under the fraud provisions  of
the   Criminal   Code  (Canada)  or  under  the   misleading
advertising  provisions of the Competition Act.  Aspects  of
telemarketing in Canada are also regulated by  the  Canadian
Radio-television  and  Telecommunications  Commission   (the
"Commission"),    which    has    authority    under     the
Telecommunications Act, to prohibit or regulate certain uses
of   telecommunications  facilities  for  the  provision  of
unsolicited telecommunications. The Commission has exercised
its   authority  in  relation  to  the  use   of   automatic
dialing-announcing devices ("ADADs"). Currently, the use  of
ADADs   to  make  unsolicited  calls  for  the  purpose   of
solicitation  (defined  as the selling  or  promoting  of  a
product  or  a service, or the soliciting of money,  whether
directly  or indirectly) is prohibited (charities excluded).
Additional  restrictions on the use of live voice  operators
or  facsimile equipment to make unsolicited telephone  calls
for the purpose of solicitation exist for territories served
by Bell Canada (i.e., Ontario and Quebec).

  OTHER REGULATION.  The industries served by MUSA are  also
subject  to  varying degrees of government regulation.  MUSA
has never been held responsible for regulatory noncompliance
by  a  client.  MUSA's employees who complete  the  sale  of
insurance  products are required to be licensed

                          11
<PAGE>

by  various state  and  provincial insurance commissions and
participate in regular continuing education programs, access
to  which are currently provided in-house by MUSA.

      Reference  is  made  to foonote 14  of  the  financial
statements contained in the Company's 1996 Annual Report and
incorporated  by  reference herein for  segment  information
regarding the Company's business segments.

ITEM 2. PROPERTIES

     The Company leases its 150,000 square feet headquarters
in  Niles, Illinois (a suburb of Chicago), which includes  a
2,500  square  foot showroom.  A wholly owned subsidiary  of
the  Company  owns  land  and two buildings  from  which  it
operates in Charlotte and Greensboro, North Carolina.

      MUSA's  corporate  headquarters  are  located  in  Des
Plaines,   Illinois  in  leased  facilities  consisting   of
approximately 14,000 square feet of office space.

     MUSA also leases the facilities listed below:

                                                 CURRENT NO.
                                                     OF
LOCATION                             OPENED      WORKSTATIONS
--------                             ------      ------------
Des Plaines, IL                       1988           16
Beloit, WI                            1989           48
Hollywood, FL                         1989           80
Oak Lawn, IL                          1991           47
Fairborn, OH                          1991           48
Montreal, Quebec                      1992          100
Toronto, Ontario                      1992          116
Ottawa, IL                            1993           80
Houston, TX                           1994           70
Loves Park, IL                        1995           32
Springfield, OH                       1995           64
Worth, IL                             1995           16
Welland, Ontario                      1995           32
Winnipeg, Manitoba                    1995           80
Chicago, IL                           1996           62
Morris, IL                            1996           32
Middletown, OH                        1996           48

     The leases of these facilities generally expire between
1997  and  2000,  and  most contain  renewal  options.  MUSA
believes  its  current facilities are adequate  for  current
operations,  but additional facilities will be  required  to
support  growth. MUSA believes that suitable or  alternative
spaces   will   be  available  as  needed  at   commercially
reasonable terms.

                         12
<PAGE>

ITEM 3. LEGAL PROCEEDINGS

      The Internal Revenue Service (the "IRS") has commenced
and is currently engaged in a field audit examination of the
Company's federal employment tax returns for the years ended
December 31, 1993, 1994, and 1995 which includes a review of
the  facts, circumstances and legal authority supporting the
Company's    position    that    its    independent    sales
representatives  have properly been treated  as  independent
contractors for federal employment tax purposes.   To  date,
the  IRS  has proposed adjustments to increase the Company's
federal   withholding,  federal  unemployment   and   social
security  tax  liabilities for 1993 and  1994,  and  similar
proposed  adjustments are possible for  subsequent  periods.
However,  the Company believes its characterization  of  its
sales  representatives as independent contractors is  proper
and   is  evaluating  its  various  alternatives,  including
appeal.   This process could take several years to  resolve.
If  the IRS were to prevail and require the Company to treat
all  or any portion of its independent sales representatives
as  employees, such change in status could adversely  affect
the Company's business.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      No  matters were submitted to a vote of the  Company's
security   holders,  through  solicitation  of  proxies   or
otherwise, during the fourth quarter of 1996.

                             13
<PAGE>

                           PART II

Item  5.  MARKET  FOR  THE REGISTRANT'S  COMMON  EQUITY  AND
RELATED STOCKHOLDER MATTERS

       Reference  is  made  to  "Note  17.  Market  for  the
Registrant's Common Equity and Related Stockholder  Matters"
of  the  Company's  financial  statements  included  in  the
Company's  Annual Report to Shareholders for  1996  ("Annual
Report"),  as well as to note (d) in the Selected  Financial
Data  of  the  Annual Report, all of which are  incorporated
herein by reference.

The Company has not paid a cash dividend on its common stock
since its initial public offering in 1992.  The Company does
not intend to pay such dividends in the foreseeable future.

ITEM 6. SELECTED FINANCIAL DATA

      Reference is made to the  Selected Financial  Data  on
page 3 of the Annual Report which is incorporated herein  by
reference.

ITEM  7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF  FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

      Reference  is  made  to  Management's  Discussion  and
Analysis  of Financial Conditions and Results of  Operations
set  forth  on pages 4 and 5 of the Annual Report  which  is
incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The   Consolidated Balance Sheets as of  December  31,
1996   and   1995,   Consolidated  Statements   of   Income,
Consolidated  Statements  of  Shareholders'   Equity,    and
Consolidated Statements of Cash Flows for each of the  three
years  in  the period ended December 31, 1996, and Notes  to
Financial  Statements set forth on pages  6  to  19  of  the
Annual Report, and the Report of Arthur Andersen LLP on page
20   of  the  Annual  Report,  are  incorporated  herein  by
reference.

      Selected  Quarterly Operating Results (Unaudited)  set
forth  on  page  19  of the Annual report  are  incorporated
herein by reference.

ITEM  9.  CHANGES IN AND DISAGREEMENTS WITH  ACCOUNTANTS  ON
ACCOUNTING AND FINANCIAL DISCLOSURE

     None.

                          14
<PAGE>
                          PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

           The  executive  officers of the  Company  are  as
follows:

     Name            Age      Position with the Company
     ----            ---      --------------------------
Lou Weisbach         48     Chairman of the Board, President and
                              Chief Executive Officer

Linden D. Nelson     36     Director, Vice Chairman  of the Board
                             and Chief Executive Officer of
                             Creative Concepts in Advertising, Inc.

Seymour  N. Okner    70     Director, Chief  Executive Officer of
                              Market  USA, Inc.  and  Marusa Marketing,
                              Ltd.

Richard A. Magid     38     Director, Treasurer,  Chief Operating
                              Officer    and    Assistant Secretary

David  C.  Robbins   44     Director, Executive  Vice President

Gregory J. Kilrea    33     Chief Financial Officer

Michael  P.  Nemlich 45     Vice President  -  Corporate Development/
                              Financial Relations

Barbara  G.  Berman  52     Vice President  -  Retail Accounts and
                              Secretary

Barry T. Margolin    30     Vice President - Finance, Corporate
                              Controller and Assistant Secretary

Sabina Filipovic     36     Vice President - Human Relations and
                              Assistant Secretary

David Blumenthal     34     Vice President - Information Systems

       Officers  are  elected  annually  and  serve  at  the
discretion  of  the Board of Directors.  Mr.  Okner  is  the
father-in-law  of Mr. Robbins.  There are  no  other  family
relationships  between any directors and executive  officers
of the Company.

     Mr. Weisbach has been the President and Chief Executive
Officer  of  the Company since January 1, 1988.   From  1972
through 1987, he operated the predecessor of the Company  as
a sole proprietorship.

     Mr. Nelson has served as the Vice Chairman of HA-LO and
Chief Executive Officer of Creative Concepts in Advertising,
Inc.  since its acquisition by HA-LO in January, 1997.   Mr.
Nelson  was  the  Chairman and Chief  Executive  Officer  of
Creative  Concepts  in Advertising since  its  inception  in
July, 1979 through December, 1996.

      Mr. Okner has served  as a director of HA-LO and Chief
Executive  Officer of Market USA, Inc. and Marusa Marketing,
Ltd.  Since their acquisition by HA-LO in  September,  1996.
Mr.  Okner  was  the President, Treasurer, Secretary  and  a
director of Market USA since its inception in 1988.  He  was
also  the  President and Secretary of Marusa Marketing  from
April  1992  through September, 1996.  Prior  to  1988,  Mr.
Okner  served in

                         15
<PAGE>

various  executive  capacities, primarily  in the  insurance
industry,  including  President  of  Montgomery  Ward  Life
Insurance Company and Signature  Life  Insurance Company of
America.

     Mr. Magid was appointed Chief Operating Officer in July
of  1996.  He has been the Treasurer since August, 1992  and
was  also  appointed Assistant Secretary as of  March  1996.
Additionally,  he  was  the  Chief  Financial  Officer  from
August, 1992 until July of 1996 and Vice President - Finance
from  August,  1992 through March of 1996. From  1981  until
joining  HA-LO  in 1992, he was employed by  the  accounting
firm  of Arthur Andersen LLP, most recently as an audit  and
financial consulting manager.

      Mr.  Robbins  has been Executive Vice President  since
November,  1992.  From  1978 to November  1992,  he  was  an
independent  sales  representative marketing  specialty  and
premium advertising products.

      Mr.  Kilrea was appointed Chief Financial  Officer  in
July  of  1996.  Additionally, he was the Vice President  of
Planning  from  April, 1996 through July, 1996.   From  1985
until  joining the Company in 1996, he was employed  by  the
accounting firm of Arthur Andersen LLP, most recently as  an
audit and financial consulting manager.

      Mr.  Nemlich was appointed Vice President -  Corporate
Development/Financial  Relations in  April  of  1996.   From
March  of 1993 until joining the Company in 1996, he  was  a
Vice  President  in  Trust Investment Services  at  Northern
Trust  Bank.   Prior to this, he spent 15 years  in  various
positions  within the financial services industry  including
investment banking.

      Ms.  Berman  was  appointed Vice  President  -  Retail
Accounts  in  March of 1996 and has been  Secretary  of  the
Company  since August, 1992. She was also the Vice President
of  Administration from August 1992 to March of 1996.   From
1985  to August 1992, she was the Director of Administration
for the Company and its predecessor.  From 1982 to 1985, she
was   the   administrative  assistant  for   the   Company's
predecessor.

           Mr.  Margolin  was  appointed  Vice  President  -
Finance  and  Assistant Secretary in March of 1996  and  has
been  the Corporate Controller since January of 1993.   From
1988  until  joining HA-LO in 1993, he was employed  by  the
accounting  firm  of Arthur Andersen LLP  as  an  audit  and
financial consultant.

     Ms.  Filipovic  was  appointed Vice President  -  Human
Relations   and Assistant Secretary in March of  1996.   She
was  the  Director  of Administration/Human  Relations  from
March  of 1994 to March of 1996.  From July of 1984  through
March  of  1994,  she held various positions throughout  the
Company and for the Company's predecessor.

     Mr.   Blumenthal   was  appointed  Vice   President   -
Information  Systems in March of 1996. From  March  of  1995
through  March  of  1996,  he was  Director  of  Information
Systems. He started with HA-LO in 1981 and has held  various
positions with the Company and its predecessor.

      Additional  information required by Item 10  regarding
Directors   and   Executive  Officers  is  incorporated   by
reference  from  the   "Election of  Directors",  "Executive
Compensation" and "Security Ownership of Certain  Beneficial
Owners and Management" sections of the Company's 1997  Proxy
Statement.

ITEM 11. EXECUTIVE COMPENSATION

                          16
<PAGE>

      The information required by Item 11 is incorporated by
reference  from  the "Executive Compensation"  and  "Certain
Transactions"   sections  of  the   Company's   1997   Proxy
Statement; provided, however, that neither the Report of the
Compensation  Committee on Executive  Compensation  nor  the
Performance Graph set forth therein shall be incorporated by
reference  herein, in any of the Company's previous  filings
under  the  Securities  Act  of 1933,  as  amended,  or  the
Securities Exchange Act of 1934, as amended, or  in  any  of
the Company's future filings.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

      The information required by Item 12 is incorporated by
reference from the "Security Ownership of Certain Beneficial
Owners  and Management" section of the Company's 1997  Proxy
Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The information required by Item 13 is incorporated by
reference  from  the "Executive Compensation"  and  "Certain
Transactions"   sections  of  the   Company's   1997   Proxy
Statement; provided, however, that neither the Report of the
Compensation  Committee on Executive  Compensation  nor  the
Performance Graph set forth therein shall be incorporated by
reference  herein, in any of the Company's previous  filings
under  the  Securities  Act  of 1933,  as  amended,  or  the
Securities Exchange Act of 1934, as amended, or  in  any  of
the Company's future filings.

                         17
<PAGE>
                           PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K

(a)  Financial Statements, Schedules and Exhibits

     1.   Financial  Statements  (incorporated  herein   by
          reference to the Company's Annual Report for  the
          year ended December 31, 1996)
           (i)  Report of Independent Public Accountants;
          (ii)  Consolidated  Balance  Sheets-December  31,
                1996 and 1995;
         (iii)  Consolidated Statements of Income for  each
                of  the  three  years in the  period  ended
                December 31, 1996;
          (iv)  Consolidated  Statements  of  Shareholders'
                Equity  for each of the three years in  the
                period ended December 31, 1996;
           (v)  Consolidated Statements of Cash  Flows  for
                each of the three years in the period ended
                December 31, 1996; and
          (vi)  Notes to Financial Statements.

     2.   Schedules

          All  schedules for which provision is made in the
          applicable   accounting   regulations   of    the
          Securities  and Exchange Commission  are  omitted
          because  such schedules are not required  or  the
          information  required has been presented  in  the
          aforementioned financial statements.

     3.   Exhibits

          The  exhibits  to this report are listed  in  the
          Exhibit  Index  included elsewhere herein  (pages
          20 through 22).

(b)  Reports on Form 8-K

          The  Company filed no reports on Form 8-K  during
          the fourth quarter of 1996.

                          18
<PAGE>

                         SIGNATURES

Pursuant to the requirements of Section 13 or 15(d)  of  the
Securities  Exchange  Act of 1934, the registrant  has  duly
caused  this  report  to be signed  on  its  behalf  by  the
undersigned, thereunto duly authorized.

Date:  March 27, 1997


                         HA-LO INDUSTRIES, INC.
                         Registrant

                         By:       GREGORY J. KILREA
                                 -----------------------
                                   Gregory J. Kilrea
                                 Chief Financial Officer

Pursuant to the requirements of the Securities Exchange  Act
of  1934, this report has been signed below by the following
persons  on  behalf of the registrant and in the  capacities
indicated on March 27, 1997:


            Signature                       Title
            ---------                       -----
     /s/ LOU WEISBACH           Director, Chairman of the Board,
     --------------------       President and Chief
        Lou Weisbach            Executive Officer(Principal
                                Executive Officer)

     /s/ LINDEN D. NELSON       Director, Vice Chairman of
     --------------------       the Board and Chief
        Linden D. Nelson        Executive Officer
                                of Creative Concepts in
                                Advertising, Inc.


     /s/ DAVID C. ROBBINS       Director, Executive Vice President
     --------------------
       David C. Robbins

    /s/ RICHARD A. MAGID        Director, Treasurer,
    ---------------------       Chief Operating Officer, and Assistant Secretary
      Richard A. Magid

    /s/ THOMAS HERSKOVITS       Director
    ---------------------
      Thomas Herskovits

    /s/ JORDON R. KATZ          Director
    ---------------------
       Jordon R. Katz

    /s/ MARSHALL J. KATZ        Director
    ---------------------
      Marshall J. Katz

    /s/  DAVID B. HERMELIN      Director
    ---------------------
      David B. Hermelin

       /s/ NEIL A. RAMO         Director
    ---------------------
          Neil A. Ramo

      /s/  S. N. OKNER          Director, Chief Executive
    ---------------------       Officer of
         S. N. Okner            Market USA, Inc. and
                                Marusa Marketing, Ltd.


                              19

<PAGE>

                                HA-LO INDUSTRIES, INC.

                                    EXHIBIT INDEX



Exhibit
  No.       Description of Exhibit
--------------------------------------------------------------------------------

 3.1        Restated Articles of Incorporation of the Company. (1)
 3.2   *    Amended and Restated Bylaws of the Company.
 3.3        Articles of Amendment to the Articles of Incorporation of the
            Company, dated August 29, 1994. (4)
 3.4   *    Articles of Amendment to the Articles of Incorporation of the
            Company, dated February 21, 1997.
 4.         Specimen of Stock Certificate for Common Stock. (1)
10.1        Employment Agreement, dated as of January 1, 1992, between the
            Company and Lou Weisbach. (1,8)
10.2        Agreement and Plan of Merger and Amalgamation dated as of June 14,
            1996 among the Company, HA-LO Acquisition Corporation, Inc., HA-LO
            Acquisition Corporation of Canada Ltd., Market USA, Inc., Marusa
            Marketing Inc., Marusa Financial Services Ltd., Nerok
            Verifications, Inc. and the shareholders of Market USA, Inc. and
            Marusa Marketing Inc.  (6)
10.3   *    Agreement and Plan of Merger and Plan of Reorganization dated as of
            October 29, 1996 by and among the Company, HA-LO Acquisition
            Corporation of Michigan, Inc., Creative Concepts in Advertising,
            Inc., Creadis Group Inc., 1132832 Ontario Inc., 1132831 Ontario
            Corp., and the shareholders of Creative Concepts in Advertising,
            Inc., 1132832 Ontario Inc., and 1132831 Ontario Corp.
10.4        Employment Agreement, dated as of September 30, 1996, between the
            Company, Market USA, Inc. and Seymour N. Okner.  (6,8)
10.5        Agreement, dated October 15, 1991, between the Company and RMI,
            Inc. (1,8)
10.6        Agreement, dated March 15, 1994, by and between the Company and
            Marshall J. Katz. (4,8)
10.7        HA-LO Industries, Inc. Stock Plan. (1,8)
10.8        HA-LO Industries, Inc. Key Employee Incentive Plan. (1,8)
10.9        Exclusive Premium Purchasing Agreement, dated January 11, 1995,
            between Montgomery Ward & Co., Incorporated and the Company. (4)
10.10       Stock Purchase Agreement, dated January 11, 1995, between the
            Company and Merchant Partners, L.P. (4)
10.11       Warrant agreement between the Company and Merchant Partners, L.P.,
            dated January 11, 1995. (4)
10.12       Form of Indemnity Agreement between the Company and each of its
            directors and officers. (1,8)
10.13       Agreement between David C. Robbins and the Company dated October
            25, 1994. (4)

                                             20

<PAGE>

10.14       Agreement between David C. Robbins and the Company dated February
            1, 1995. (4)
10.15       Building Lease, dated December 30, 1992, between the Company and
            LaSalle National Trust N.A. No. 115722. (2)
10.16  *    Agreement, dated as of March 17, 1997, between the Company and
            Marshall J. Katz.(8)
10.18  *    Amendment of October 1996 to Bonus Shares Agreement, dated February
            1, 1995, between the Company and David C. Robbins.  (8)
10.19  *    Employment Agreement, dated as of January 3, 1997, between the
            Company and Linden D. Nelson.  (8)
10.20  *    Employment Agreement, dated as of April 15, 1996, between the
            Company and Gregory J. Kilrea.  (8)
10.21  *    Employment Agreement, dated as of April 15, 1996, between the
            Company and Michael Nemlich.  (8)
10.22       Negotiable Promissory Note, dated August 16, 1993 from the Company
            to Facility Capital Corporation and Notice and Acknowledgment of
            Assignment to Comerica Bank - Illinois. (3)
10.23       HA-LO Industries, Inc. Stock Plan (as amended and restated) (4,8)
10.24       Sales Representative Agreement, dated July 21, 1993, between the
            Company and Neil Ramo. (3,8)
10.25       Second Amendment to the HA-LO Industries, Inc. Stock Plan (as
            amended and restated), adopted October 28, 1995.  (5)
10.26       Third Amendment to the HA-LO Industries, Inc. Stock Plan (as
            amended and restated), adopted on February 26, 1996.  (5)
10.27       First Amendment to Exclusive Premium Purchasing Agreement, dated
            December 27, 1995, between Montgomery Ward & Co., Incorporated and
            the Company.  (5)
10.28       First Amendment to Warrant, dated December 27, 1995, between the
            Company and Merchant Partners, L.P. (relative to January 11, 1995
            Warrant).  (5)
10.29       Warrant, dated December 27, 1995, from the Company to Merchant
            Partners, L.P.  (5)
10.30       Employment Agreement, dated as of March 15, 1995, between the
            Company and Richard A. Magid. (5,8)
10.31       Employment Agreement, dated as of December 29, 1995, by and among
            FBW Acquisition Corporation, the Company and Philip C. Blount III.
            (7,8)
10.32  *    HA-LO Industries, Inc. 1997 Stock Plan.  (8)
10.33  *    Credit Agreement, dated as of January 31, 1997, among the Company,
            American National Bank and Trust Company of Chicago, individually
            and as Agent, and the Lenders which are or become parties thereto.
10.34  *    Guaranty Agreement, dated as of January 31, 1997, by Fletcher,
            Barnhardt & White, Inc., Market U.S.A., Inc., and Creative Concepts
            in Advertising, Inc.
10.37       Asset Purchase Agreement and Plan of Reorganization, dated December
            22, 1995, between the Company, one of its subsidiaries, Fletcher
            Barnhardt & White, Inc., and its shareholders. (5)


                                          21


<PAGE>

10.38       First Amendment to Asset Purchase Agreement and Plan of
            Reorganization, dated December 29, 1995, between the Company, one
            of its subsidiaries, Fletcher Barnhardt & White, Inc., and its
            shareholders. (5)
13.    *    Annual Report to Shareholders for 1996 of registrant (for the
            information of the Securities and Exchange Commission and not to be
            deemed "filed" with the Commission, except for the portions
            expressly incorporated by reference in this report).
21     *    List of subsidiaries of registrant
23.1   *    Consent of independent public accountants.
27.    *    Financial Data Schedule
----------
(1)         Incorporated by reference to the correspondingly numbered exhibit
            to the Registration Statement (no. 33-51698) on Form S-1, as
            amended, filed by the Company under the Securities Act of 1933, as
            amended.
(2)         Incorporated by reference to the correspondingly numbered exhibit
            to the Company's Annual Report on Form 10-K for the year ended
            December 31, 1992.
(3)         Incorporated by reference to the correspondingly numbered exhibit
            to the Company's Annual Report on Form 10-K for the year ended
            December 31, 1993.
(4)         Incorporated by reference to the correspondingly numbered exhibit
            to the Company's Annual Report on Form 10-K for the year ended
            December 31, 1994.
(5)         Incorporated by reference to the correspondingly numbered exhibit
            to the Company's Annual Report on Form 10-K for the year ended
            December 31, 1995.
(6)         Incorporated by reference to the Registration Statement (no.
            333-10481) on Form S-4, as amended, filed by the Company under the
            Securities Act of 1933, as amended.
(7)         Incorporated by reference to the Registration Statement (no.
            333-03928) on Form S-8 filed by the Company under the Securities
            Act of 1933, as amended.
(8)         Management contract or compensatory plan or arrangement.
 *          Filed herewith.


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