FORM 10-K
                    SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC  20549



(Mark one)

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
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
COMMISSION FILE NUMBER:  0-7513

                   ARTISTIC GREETINGS INCORPORATED
            (Exact name of Registrant as specified in its charter)

               DELAWARE                                16-0909929
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer
Identification No.)

                               ONE KOMER CENTER
                            ELMIRA, NEW YORK  14902
                                (607) 733-5541
     (Address of principal executive offices, including telephone number)

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

                    COMMON STOCK, PAR VALUE $.10 PER SHARE
                               (Title of 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.

[ X ] Yes  [   ] 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 the 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. [X]

The aggregate market value of the Registrant's voting stock held by non-
affiliates was approximately
$14,795,500 on March 20, 1997.

As of March 20, 1997, the Registrant had 6,344,146 shares of its common stock
issued and outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Annual Report to Stockholders for its fiscal year
ended December 31, 1996 are incorporated by reference in Parts II and IV of
this report and portions of the Registrant's Proxy Statement for its 1997
Annual Meeting of Stockholders are incorporated by reference in Part III of
this report.
                                    PART I


ITEM 1.         BUSINESS.

                CERTAIN  OF  THE  INFORMATION  CONTAINED  IN  THIS  FORM  10-K,
                INCLUDING  THE  DISCUSSION  WHICH FOLLOWS IN THIS ITEM 1 OF THE
                COMPANY'S PLANS AND STRATEGIES  FOR  ITS  BUSINESS  AND RELATED
                FINANCING  AND  THE  MANAGEMENT'S  DISCUSSION  AND ANALYSIS  OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS ("MD&A") FOUND IN
                ITEM 7 OF THIS REPORT, CONTAIN FORWARD-LOOKING STATEMENTS.  FOR
                A  DISCUSSION  OF  IMPORTANT  FACTORS  THAT COULD CAUSE  ACTUAL
                RESULTS   TO   DIFFER   MATERIALLY  FROM  SUCH  FORWARD-LOOKING
                STATEMENTS, PLEASE CAREFULLY  REVIEW  THE  DISCUSSION  OF  RISK
                FACTORS  CONTAINED  IN  THIS  ITEM  1,  AS  WELL  AS  THE OTHER
                INFORMATION  CONTAINED  IN  THIS  REPORT  AND  IN THE COMPANY'S
                PERIODIC   REPORTS  FILED  WITH  THE  SECURITIES  AND  EXCHANGE
                COMMISSION (THE "SEC" OR "COMMISSION").

GENERAL        Artistic Greetings Incorporated ("Artistic" or the
               "Company") sells, markets and manufactures
               domestically a broad range of personalized products
               focused on three core business lines (i) personalized
               bank checks ("Checks"), (ii) name and address products
               ("Personalized Products") and (iii) gift items (some
               of which are personalized), greeting cards, apparel
               and household consumable items ("Catalog Items").  The
               merchandise is sold via free standing newspaper
               inserts ("FSIs"), co-op mailing programs ("Co-ops"
               and, together with FSIs, "Mass Media") and catalogs
               throughout the United States.  The Company also
               generates revenues from personalized product and
               catalog fulfillment services ("Fulfillment Services"),
               package insert programs ("PI Programs") and mailing
               list rentals to other concerns ("List Rentals").
               Additionally, the Company has initiated an advertising
               and sales campaign over the Internet where its
               interactive, order-capable home page can be found at
               WWW.ARTISTICGREETINGS.COM.  The Company also markets
               certain of its merchandise internationally in
               countries which include Canada, the United Kingdom
               (the "U.K.") and Australia.


MARKETING AND  The Company's advertising efforts for its Checks and
PROMOTION      Personalized Products are focused primarily on Mass
               Media.  An exclusive agreement with Valassis Com-
               munications, Inc. ("Valassis") provides the Company
               with a right of first refusal to participate in
               Valassis FSI media publications distributed through
               Sunday newspapers in 55 million homes across the
               country 48 weeks each year (the "Advertising
               Agreement").  The Company considers this exclusive
               access to its customers crucial to geographically and
               demographically targeting, and profitably managing,
               its customer solicitation efforts.  In particular, the
               Valassis relationship enables the Company to target
               its advertising and measure response from customers in
               regions which have historically produced the highest
               response rates for specific products, as well as
               determine which regions are less suitable for the Com-
               pany's solicitation efforts.

               Since the early 1980's, Artistic has also participated
               in nationwide Co-op mailing programs in order to
               enhance its domestic market penetration.  Under these
               programs, printed inserts advertising the Company's
               products are distributed along with inserts of other
               participating marketers through the mail.
               Additionally, the Company has been advertising in Co-
               op mailings in Canada since 1993, PI Programs in the
               U.K. since the late 1980's, and plans to test its
               first Co-op mailing program in Australia in April
               1997.

               The Company also distributes its catalog, THE PERSONAL
               TOUCH{<reg-trade-mark>}, through the mail and in the Company's 
               PI Program.  The PERSONAL TOUCH CATALOG
               {<reg-trade-mark>} is a digest-
               size catalog of low to middle-priced consumer products
               that mails monthly, with four distinct seasonally
               thematic merchandise groupings (Spring, Summer, Fall
               and Holiday).  More than 90% of the 400,000 PERSONAL
               TOUCH CATALOG{<reg-trade-mark>} customers who have purchased
               merchandise from the catalog in the last 12 months are
               middle to upper income bracket (average income above
               $50,000), highly-educated females between 25 and 55
               years old.  The catalog features personalized and dec-
               orative labels, stationery, greeting cards, gifts,
               apparel and creative accessories.  The three major
               product groupings sold in the catalog are: (i)
               utilitarian paper, labels, home/office paper and
               productivity tools, (ii) licensed character items and
               (iii) natural-decoratively themed items such as
               flowers, angels and animals.

               The Company began to advertise its personalized checks
               on the World Wide Web in August 1994, long before the
               current heightened awareness of this medium.  The web
               pages have had the advantage of showing all available
               check designs, as well as all other information and
               options regarding checks.  Artistic has recently
               completed the next step in an ongoing initiative to
               expand its Internet presence to include Personalized
               Products and Catalog Items in addition to Checks, with
               a new highly-sophisticated, order-capable Internet
               server displaying a home page at
               WWW.ARTISTICGREETINGS.COM.

CHECKS         GENERAL.  Artistic Checks{<reg-trade-mark>}, the Company's Check
               product line, was initiated in August 1993 and was
               expanded in May 1995 through the acquisition from
               Valassis of the assets of its direct-mail check
               operation, The Valcheck Company ("Valcheck"), which,
               like the Company, had been engaged in the direct-mail
               check market (the "Direct-Mail Channel").  The
               acquisition also added significantly to the Company's
               check sales and added nearly one million names to its
               customer list.  Check sales represented 44% of the
               Company's 1996 net sales, compared with 39% and 19% in
               1995 and 1994, respectively.  Artistic currently
               subcontracts its check printing through an arrangement
               with the John H. Harland Company ("Harland") at a
               contractually-determined price per box of checks
               printed.  For a further description of this
               arrangement, see "Manufacturing-Checks."

               MARKETPLACE.  Management believes that the domestic
               market for personalized bank checks in 1996 was
               approximately $2 billion in sales with checks being
               sold through financial institutions (the "Bank
               Channel") representing 85% or $1.7 billion and the
               Direct-Mail Channel representing 15% or $300 million
               of the total.  The Company believes that the total
               market for checks in the United States is growing at a
               2% to 3% rate annually, which, management believes,
               represents a diminishing per capita usage of checks as
               electronic banking and debit card usage increases,
               offset by the growth in population of the United
               States.  The slow growth of the total check market
               does not, however, reflect negatively on the Direct-
               Mail Channel which has seen growth rates averaging
               10%-12% per year over the past five years, as
               consumers continue in increasing numbers to recognize
               the significant favorable price differential,
               convenience, variety of design and high quality of
               checks offered through the Direct-Mail Channel.
               Management believes sales through the Direct-Mail
               Channel will continue to grow for the foreseeable
               future as direct-mail check companies continue to
               convert customers from the segment represented by the
               Bank Channel, and that the Direct-Mail Channel is the
               fastest growing check market in the world.

               The Direct-Mail Channel is fragmented with a trend
               toward consolidation similar to that evidenced over
               the past five to seven years in the Bank Channel,
               where regional-check marketers and manufacturers took
               advantage of economies of scale by merging with larger
               companies like Deluxe Corporation ("Deluxe"), Harland
               and Clarke American ("Clarke American").  Management
               believes that the high solicitation costs of new
               customers in the Direct-Mail Channel favors
               established, direct-mail check purveyors like Artistic
               over the long-term.  This advantage results from the
               costs of acquiring new customers being financed by
               higher-margin check reorders for which the Company
               incurs virtually no advertising expense, thereby
               increasing profitability and supporting the ongoing
               expense of advertising campaigns for first-time
               customers.  The high number of check-reorder customers
               which the Company has established represents a
               competitive advantage over smaller check companies
               that must purchase initial check customers with
               capital resources not as closely associated with, and
               supported by, the reorder stream.  Management believes
               there exist opportunities in the marketplace for
               established direct-mail check companies like Artistic
               to acquire smaller companies experiencing financial
               pressures caused by these market dynamics.  The
               largest direct-mail check producer in the Direct-Mail
               Channel is Current, Inc., owned by Deluxe, with an
               estimated 40% share of the Direct-Mail Channel in
               1996.  The Company believes that its sales are
               approaching those of its nearest size competitor,
               Checks In The Mail, a subsidiary of Clarke-American,
               and that both companies are vying for the number two
               position in the Direct-Mail Channel with another
               approximate 33% share of the Direct-Mail Channel
               between them in 1996.  Management believes that the
               remaining share of the Direct-Mail Channel is
               represented by numerous other smaller companies.

               STRATEGY.  In the Check business, management expects
               regular and predictable growth to occur in initial
               customer orders as advertising continues at levels
               similar to those experienced in 1996, with higher
               growth in revenue from the check-reorder stream as
               customers acquired previously return to Artistic to
               replenish their check supplies at the Company's low
               reorder prices.  Management plans to grow the
               Company's direct-mail check business in 1997 by
               managing profitably the ratio between first-time
               orders and reorders.  The Company is also continuously
               searching the marketplace for acquisition
               opportunities as a means to build check sales more
               quickly.

               BUSINESS CHECKS.  The Company has recently begun a
               campaign for the sale of three-to-a-page business and
               desk checks ("Desk Checks") in its Mass Media
               advertising vehicles.  The Company believes that the
               sale of Desk Checks represent 8% of the total check
               market and that such percentage will continue to grow
               as consumers recognize Desk Checks as a convenient and
               efficient alternative to the traditional pocket check.
               Management believes that by offering its customers
               substantial savings on these products compared to the
               price points available in the Bank Channel, consumers
               will choose this lower-cost, easily accessible and
               multi-design alternative.  The Company offers its
               customers a full line of business checks and other
               business type products through its brochure, which it
               distributes upon request to its customers who contact
               the Company through its toll free business check
               hotline advertised in its FSI media.

PERSONALIZED   GENERAL.  Personalized Products consist primarily of
PRODUCTS       labels, miniprinters, stamps and other lower-price
               point items, personalized in high volume for millions
               of the Company's customers.  Artistic virtually
               invented the personalized label market and has made it
               an easily accessible and affordable staple of
               convenience for its millions of customers.  The
               shipment of these approximately five million units in
               1996 has the additional benefit to the Company of
               providing "ride-along" opportunities for the Company's
               own advertising material, including its catalog, as
               well as the sale of the space in those packages to
               third parties in the Company's PI Program.  See "-PI
               Program."  Personalized Products sales represented 37%
               of the Company's 1996 net sales, compared with 45% and
               58% in 1995 and 1994, respectively.

               Personalized Products include labels, pens, pencils,
               stationery, calling cards, self-inking stampers, other
               stamps, memo pads, keychains, nameplates, letter
               openers, hand embossers, luggage tags and greeting
               cards.  The Company also markets personalized products
               with images such as Looney Toons<trademark>, Star Trek
               <trademark> and Norman Rockwell<trademark> licensed 
               from Warner Brothers, Viacom Consumer Products and 
               Curtis Publishing Company, respectively, among others.

               MARKETPLACE.  Management believes that the approximate
               domestic market size for this segment in 1996 was
               approximately $250 million in sales.  Artistic's 1996
               sales of $36.5 million in this segment represented an
               approximate 15% - 20% market share, making it a major
               competitor along with Current and Concepts Direct,
               Inc., among others, in this category.  Management
               believes that the Personalized Product market has
               growth potential of approximately 3%-5% per annum,
               which would tend to minimize the entrance of new
               participants.  There exists severe price competition
               in this product line as the customers' primary focus
               in their purchase decision for these highly consumable
               products is price.  The Company, however, has
               successfully demonstrated that it can distinguish
               itself from other label vendors through its consistent
               and long-proven service levels, quality of product and
               breadth of design.

               Success in this segment is driven partially by the
               ability to utilize existing printing technologies and
               Mass Media marketing techniques to access new market
               segments, by leveraging database expertise and by
               targeting new customers and repeat buyers.  The
               Company is redesigning the management of its database
               with the assistance of a third-party partner whose
               expertise and advice the Company believes should
               enable it to more scientifically determine, among
               other things, Artistic's "best" customers across its
               name lists and allow the Company to cross-sell and
               more carefully deliver its product offerings to such
               proven buyers.  See "-List Rentals."

               STRATEGY.  In the Personalized Product business,
               management expects to maintain sales at traditional
               levels in the United States, while testing the
               international marketplaces in such areas as the U.K.,
               Australia and New Zealand. The Company's strategy is
               to attempt to replicate abroad its domestic success
               with the Personalized Products line by focusing on new
               customers who do not have readily available access to
               the simplicity and convenience of labels, miniprinters
               and other personalized products, which the Company can
               manufacture and ship quickly and efficiently.  An
               added benefit of the international marketplace is the
               Company's ability to introduce and market its
               Personalized Products at higher price points than are
               available domestically, potentially improving overall
               Company margins.

CATALOG        GENERAL.  More than ten years ago, the Company began a
               catalog solicitation program as a tool to market the
               Company's Personalized Products and broaden the number
               of products sold, as well as to attract a more upscale
               market with higher margin merchandise and to increase
               its mail-order customer base.  The Company distributes
               its catalog through mailings to its own customers, to
               customers whose names are rented from mailing lists
               and by inclusion of its catalog in each of the
               millions of boxes shipped in the Company's PI Programs
               each year, as well as in orders shipped by other
               catalog and merchandise mailers.  In 1996 Artistic
               shipped more than 18 million catalogs and expects to
               distribute as many as 15% more in 1997.  Catalog sales
               represented 15% of the Company's 1996 net sales,
               compared with 10% and 16% in 1995 and 1994,
               respectively.

               MARKETPLACE.  Management believes that the direct
               mail, Catalog Items market has annual sales in excess
               of $800 million.  With an approximate 1.75% market
               share, the Company is a relatively small competitor
               but believes it has significant growth opportunities
               in this market.  Management believes that gift and
               merchandise companies compete in three distinct
               demographic segments: low-middle; upper-middle; and
               upper. Artistic's PERSONAL TOUCH CATALOG{<reg-trade-mark>} 
               targets primarily upper-middle level income customers, defined
               as those with household incomes higher than $50,000.

               STRATEGY.  In the Catalog Items business the Company
               is expecting sales growth and improved margins from
               its newly refocused PERSONAL TOUCH CATALOG{<reg-trade-mark>}.
               The Company has redesigned the layout of the PERSONAL
               TOUCH CATALOG{<reg-trade-mark>} and has refined its product
               offerings to further appeal to its upper-middle income
               and primarily female customers.  The Company has
               developed a plan to further build the circulation and
               sales performance of the PERSONAL TOUCH CATALOG{<reg-
               trade-mark>} by systematically accentuating the most successful
               products and eliminating those evidencing the poorest
               performance.  Concurrently, management has determined
               to leverage its fixed expenses of this well-
               established franchise by offering to provide marketing
               and manufacturing fulfillment services to other
               catalog merchants - primarily in the nonprofit sector
               - where the economies of developing new catalog
               programs are somewhat more favorable than in the "for-
               profit" sector.  For a further description of these
               efforts, see "Fulfillment Services-HSUS."

               While the check and label businesses employ more
               aggressive pricing to attract customers, the Catalog
               Item market relies more on the novelty, variety and
               quality of merchandise to secure orders.  Sales tend
               to be more seasonal with a large percentage of sales
               occurring during the October through December period.
               However, with the strategic development of the breadth
               of product in the PERSONAL TOUCH CATALOG{<reg-trade-mark>} 
               described above, management expects to mitigate the 
               historically cyclical nature of this business.

FULFILLMENT    GENERAL.  The Company has a highly efficient, well-
SERVICES       established marketing and manufacturing infrastructure
               which it maintains to service its three core business
               lines.  This infrastructure is flexible, scaleable and
               lends itself to providing additional capacity in a
               low-cost manner.  The Company has contracted to
               produce for Harland stampers and miniprinters
               ("Stamps") sold through Harland's network of financial
               institutions (the "Harland Stamp Program") and has
               agreed in principle with the Humane Society of the
               United States ("HSUS") to market, merchandise and
               fulfill orders for its new HSUS catalog program (the
               "HSUS Catalog Program").

               HARLAND STAMP PROGRAM.  In furtherance of the
               Company's relationship with Harland as described under
               "Manufacturing-Checks," Harland has contracted to have
               the Company produce its requirements for "Slim Stamps"
               and for a high percentage of Harland's requirements
               for the production of other Stamp products.  Harland
               receives orders for Stamps from its customers,
               processes the orders and electronically transmits the
               personalized information directly to the Company's
               manufacturing facility where the Stamps are produced
               and shipped, generally within a twenty-four hour
               period.  Although the revenue derived from the Harland
               Stamp Program, which began in September of 1996, does
               not represent a significant portion of the Company's
               sales, management believes that, because of the
               success of the program, additional opportunities exist
               to produce more Stamps and other products for Harland
               and other third parties.

               HSUS CATALOG PROGRAM.  The Humane Society of the
               United States ("HSUS") is an international, non-profit
               organization devoted to the promotion, protection and
               the humane treatment of animals.  Artistic and the
               HSUS have agreed in principle to a five-year program
               in which Artistic will provide its catalog expertise
               to create, design, merchandise and fulfill orders in
               keeping with the mission-related activity of the HSUS.
               The Company has agreed to be a "turnkey" provider of
               these services to the HSUS and is in discussion with
               other nonprofit organizations to do the same.
               Although the revenue to be derived in 1997 from the
               HSUS Catalog Program is not expected to represent a
               significant portion of the Company's sales, management
               believes that the relationship offers a significant
               growth opportunity with the HSUS over the five-year
               term, as well as with other nonprofit entities.  The
               services to be provided to the HSUS have been
               developed with limited additional cost as the Company
               is utilizing its existing capabilities for marketing,
               production and fulfillment of its PERSONAL TOUCH
               CATALOG{<reg-trade-mark>}.  Additionally, all customer names
               generated through the HSUS Catalog Program are
               expected to be maintained by the Company for further
               growth of its customer base and PI Program.
PI PROGRAMS    The Company's PI Program is an important element in
               the continuing development of its ability to access,
               service and solicit orders from its established cus-
               tomer base of over 12 million buyers.  The PERSONAL
               TOUCH CATALOG{<reg-trade-mark>} and other Artistic advertising
               material is inserted in each package that is shipped
               to its customers and provides an inexpensive means of
               targeted solicitation to proven Artistic buyers that
               results in high average order sizes and favorable
               response rates.  As the Company's customer base
               continues to grow through general sales activity, the
               PI Program becomes a more powerful marketing asset of
               the Company.  The Company also derives revenue from
               the marketing of the space in its outgoing packages to
               other direct-mail participants for their advertising
               to "ride-along" with the Company's shipments.

LIST RENTALS   Artistic has 400,000 PERSONAL TOUCH CATALOG{<reg-trade-mark>},
               customers who have purchased Catalog Items from the
               Company in the past 12 months, four million direct-to-
               consumer check customers, and three million customers
               of other Personalized Products advertised in Mass
               Media (collectively, the "Artistic Names"). As of
               January 1, 1997, the Company has contracted with
               Brigar Computer Services, Inc. and Direct Tech, Inc.
               ("BDT") for the management and maintenance of the
               Artistic Names.  Management expects that the Company
               will benefit from the experience and direct-mail
               expertise offered by BDT.  With support, training and
               advisement of the BDT consultants, Artistic should be
               able to more effectively utilize its catalog database
               management, statistical modeling and other file man-
               agement techniques such as recency-frequency-monetary
               file segmentation.  The Company expects that the
               information regarding Artistic's "best" customers will
               provide sales opportunities that have yet to be
               accessed.  As a result of the proven success of sales
               through Artistic's in-house PI Program, management
               will continue to focus on building package insert
               opportunities or the "back end," to leverage the
               Artistic Names as that list continues to grow.
               Additionally, management is focusing on cross-selling
               between the Artistic Names and the names of the
               partners for whom it will conduct catalog fulfillment
               and other services.  The Company has also historically
               generated revenue from the rental and exchange of the
               Artistic Names to and with other direct-mail
               companies.  Management expects that with its renewed
               focus on the maintenance of the Artistic Names, the
               Company should derive additional revenue from such
               list rental activities as it becomes easier to market
               the Artistic Names to other direct mailers who would
               benefit from the characteristics of the Artistic
               customers represented by the Artistic Names.

MANAGEMENT     In 1996 the Company began an extensive effort to
INFORMATION    overhaul its entire information systems infrastructure
SYSTEMS        following a full-scale review of the Company's system
               capabilities.  The study determined that the Company
               was enduring substantive capacity and reliability
               problems with its proprietary software and hardware.
               After the completion of the systems assessment in July
               of 1996, a strategic information systems plan was
               developed and a software package systems selection
               made.  The following improvements have been
               accomplished or are underway:

               <circle>Aging proprietary enterprise hardware has been
                          replaced with an open systems architecture
                          relying on common HP 9000 hardware and the
                          UNIX operating system, which has been
                          networked with client/server enterprise
                          applications and PC based office automation
                          tools.
               <circle>Proprietary financial and inventory systems have been
                          replaced with Lawson Insight, a
                          client/server based enterprise software
                          package (the "Enterprise Systems").
               <circle>Existing PICK operating system-based order processing
                          protocol is being converted to run under
                          the UNIX operating system on the new HP
                          9000 hardware.
               <circle>Use of stand-alone PC's has been consolidated to a
                          modern PC network running standard
                          Microsoft Office tools with e-mail and on-
                          line calendaring and scheduling systems for
                          office automation.
               <circle>A cultural shift from hierarchical management to
                          empowered work teams.
               From this enterprise-wide effort, the Company expects
               enhanced access to financial and operational
               information for decision making and control in terms
               of both order content and timeliness of production and
               delivery, as well as a flexible information system
               architecture that can be easily scaled upward to
               support anticipated growth of the Company's business.
               The Company has completed the installation of the
               hardware and network infrastructure for this system
               and the general ledger module became operational in
               January 1997.  Purchasing, inventory management and
               accounts payable are expected to come on line in July
               1997 and the order processing system will have been
               converted to the new platform in May 1997.  Upon its
               completion this project will yield to Artistic an
               organizational and informational infrastructure that
               is a highly scaleable, competitive asset.

MANUFACTURING  CATALOG ITEMS AND PERSONALIZED PRODUCTS.  The Company
               personalizes approximately 90% of the products that it
               sells, while other items are manufactured by outside
               vendors, "pick-packed" and shipped at Artistic Plaza
               or "drop-shipped" directly from the vendor.  The
               Company has recently completed renovation of Artistic
               Plaza, a 142,000 square foot facility, which provides
               the necessary space for all current manufacturing
               operations of the Company.  Management believes that
               housing all manufacturing under one roof has decreased
               the cost of material movement and increased
               productivity through more efficient utilization of its
               personnel.

               Manufacturing operations utilize some of the newest
               technology available for production of the Company's
               products.  Activities are monitored to provide up-to-
               the-minute order tracking and training programs assure
               a qualified group of employees.  Quality assurance is
               maintained to provide the Company's customers with the
               highest degree of accuracy of product received.

               The Company maintains a wide variety of paper
               inventory to meet the demand for its customers'
               orders.  The Company has more recently been better
               able to plan its inventory replenishment cycle which
               reduces the commitment of large amounts of working
               capital to inventory.  Inventories have decreased 55%
               during 1996 as evidenced by an increase in inventory
               turns from 7.3x in 1995 to 10.0x in 1996, and the
               reduction of inventory from $5.8 million at year end
               1995 to $2.6 million at year end 1996.  These
               improvements have been accomplished through major
               programs such as supplier partnerships, replenishment,
               just-in-time material management, consigned supply and
               inventory concepts, and strict quality management
               practices.  The outsourcing of all check production to
               Harland as described below in "-Checks" was also a
               major factor in the reduction of inventory.  These
               approaches have resulted in reduced supply costs,
               freight costs and scrap, and more efficient reporting
               and tracking procedures and controls.  The warehouse
               operations utilize efficient storage location and
               handling methods to ensure security of materials,
               reduced loss and damage, and ease of movement.  These
               concepts add to a more efficient and low-cost
               operation.  Management believes that the Company's
               inventory system accuracy level exceeds 99%.

               CHECKS.  On August 29, 1996, the Company contracted
               with Harland for the production of its requirements
               for checks for a period of seven years (the "Harland
               Contract").  All orders for check products are
               received by the Company, processed and electronically
               transferred to a Harland production facility in either
               the East or West geographical areas of the United
               States, depending on the customer's geographical
               location.  Harland imprints the customers' checks and
               ships the orders directly from its facilities for a
               fixed price per box and within tolerances including a
               two-day turnaround time and a 99.9% micro-line
               accuracy rate.  The Harland Contract is a valuable
               asset to the Company as it provides for virtually
               unlimited check production capacity with no
               significant limitations or capital expenditure
               requirements which would otherwise be associated with
               the growth of the Check product line.  As a part of
               the Harland Contract, the Company sold its check-
               production equipment to Harland at net book value
               resulting in no gain or loss being recognized.
               Additionally, the Harland Contract has resulted in the
               elimination of business risk associated with quality,
               cost and labor-load leveling issues previously
               experienced by the Company.  The Company has also
               directed its financial and human resources to new and
               more efficient uses within the Company.  The Company
               believes that its relationship with Harland is
               positive.

               BACKLOG/POSTAGE.  The Company's backlog of orders is
               generally small in relation to total sales and is not
               material to an understanding of the Company's
               business.  Additionally, rapid order fulfillment is
               one means by which the Company can distinguish itself
               from its competition.  Once a product is available for
               shipment, the mode of transportation can be U.S. bulk
               mail, priority mail or Federal Express.  Because the
               Company is heavily involved in direct-mail
               solicitations and shipping of orders, increases in
               U.S. Postal Service ("USPS") rates affect its cost of
               doing business to a degree.  Each time the USPS raises
               postage rates, the Company evaluates the classes of
               postage affected, the rates of increase and the
               potential impact on Company profits before it passes
               those increases on to its customers.  The Company
               ships 2% of its products through private shipping
               providers such as Federal Express pursuant to
               contractual arrangements.  The cost of such shipping
               is, generally, passed on to the customer and the
               Company is therefore not detrimentally affected by
               changes in price structure under such contracts.

               DATA ENTRY/ORDER PROCESSING.  Over 7.6 million
               incoming orders were handled in the Company's order
               processing department in 1996.  Approximately 85% of
               the Company's orders are received through the mail,
               with the remainder being accepted via the telephones.
               The orders received through the mail are opened,
               processed and batched for data entry usually within
               four hours of receipt from the post office.

               Two data entry sites, one at Artistic Plaza and the
               other in Binghamton, New York, key and verify each
               order.  Networked computers utilizing post-relational
               database technology, along with fully integrated
               scanning devices, assist data entry clerks in the
               entry of personalized and other information related to
               each order.  The speed and accuracy consistently
               exhibited by this department contributes to a high
               level of customer satisfaction, as well as the
               retention and growth of repeat customers.

               TELEMARKETING.  An increasing percentage of the
               Company's revenue is being generated through its call
               center.  In 1996, over 3.2 million telephone calls
               were answered as compared to 2 million calls in 1995.
               With a base of over 12 million customers, along with a
               direct link to the manufacturing floor, the customer
               service/telemarketing representatives are able to
               recall detailed order history, facilitating customer
               inquiries, reorders or problem resolution.  The use of
               cross-selling and "up-selling" techniques results in
               the average order from the Company being 20-30% higher
               when placed over the telephone versus when it is
               received through the mail.

               RAW MATERIALS.  The raw materials necessary for the
               Company's business are principally paper, paper
               products and printing supplies.  While increases in
               the prices of these commodities affect the Company's
               cost of goods sold, such increases likewise affect the
               Company's competition; thus, it is not uniquely
               vulnerable to such changes.  Management believes that
               the availability of paper products in 1996 expanded
               with a concomitant stabilization in prices, although
               there can be no assurance that such stabilization will
               continue.  The Company historically has found the
               necessary materials readily available in sufficient
               quantities.

EMPLOYEES.     As of February 28, 1997, the Company had approximately
656 employees, including 578 hourly and 78 salaried workers.  The Company
maintains strong employee relations which has helped to build a cohesive,
marketing-driven organization that is focused, innovative and highly 
motivated.  To enhance its workforce, Artistic has established ongoing
programs for employee training, safety and communications.  Employees are
encouraged to join Artistic's buyer's club which entitles them to discounts
and enhances their loyalty to the Company.  The Company believes its 
employee relations to be good. Artistic has never experienced a work stoppage
and its employees are not represented by a labor union.

RISK FACTORS.

RECENT LOSSES; POTENTIAL FLUCTUATIONS IN OPERATING RESULTS

     Although  the  Company  has  for  many  years experienced year-to-year
revenue growth, it has incurred net losses of  $9.9 million and $.4 million
in  1995 and 1994, respectively.  There can be no  assurance  that  revenue
growth  will continue or that the Company will achieve profitability in the
future.

     The  Company's  operating  results have fluctuated in the past and may
fluctuate in the future as a result  of a variety of factors, some of which
are  outside  of  the  Company's  control,   including   general   economic
conditions, specific economic conditions in the retail trade industry,  the
mix  of  products  sold and the cost and types of advertising through which
they are sold, and prices charged by suppliers, among others.

DEPENDENCE ON EFFECTIVE INFORMATION SYSTEMS

     To complete orders,  the Company must record and process customer data
quickly  and  accurately.  While   the   Company   is  in  the  process  of
significantly upgrading its management information system,  there can be no
assurance  that the new system, when fully installed and implemented,  will
deliver the  full  range  of  data  processing functionality expected.  The
Company believes that the successful installation and implementation of its
new computer system is important to its  continued growth, but there can be
no assurance that the Company will not encounter delays or cost overruns or
suffer adverse consequences in implementing the new system.

DEPENDENCE ON KEY PERSONNEL

     The  Company's  success  depends  to  a significant  degree  upon  the
continued contributions of its core management team.  While the Company has
employment agreements with its four key executives,  they  still  have  the
ability  to  voluntarily terminate their employment with the Company at any
time, as do the  Company's other executives and employees.  Competition for
qualified personnel  in  the Company's segment of the retail trade industry
is relatively intense and, from time to time, there are a limited number of
persons with knowledge of  and  experience  in  particular  sectors  of the
Company's  business.  The Company's success also will depend on its ability
to attract and  retain qualified management, marketing, technical and other
executives and personnel.   The  loss  of the services of key personnel, or
the  inability  to attract additional qualified  personnel,  could  have  a
material adverse effect on the Company's results of operations, development
efforts and ability  to  expand. There can be no assurance that the Company
will  be  successful  in  attracting  and  retaining  such  executives  and
personnel.

POTENTIAL VOLATILITY OF STOCK PRICE

     The market price of the  Company's  Common  Stock  has  been  and  may
continue  to  be  highly  volatile. See the discussion under Item 5 of this
Report, "Market for Registrant's  Common  Equity   and  Related Stockholder
Matters."   Factors  such as variations in the Company's revenue,  earnings
and cash flow, the difference  between the Company's actual results and the
results  expected  by investors and  analysts,  and  announcements  of  new
product offerings, marketing  plans  or  price reductions by the Company or
its competitors could cause the market price  of the Company's Common Stock
to fluctuate.

CONTROL BY PRESENT STOCKHOLDERS

     In  the  aggregate, Stuart Komer, American Greetings  Corporation  and
Valcheck Company  control  approximately  52%  of  the Company's issued and
outstanding  Common Stock.  Accordingly, to the extent  these  stockholders
act together in  the  voting of their shares, they will have the ability to
determine  the  outcome  of   most   matters   put   before  the  Company's
stockholders.


ITEM 2.         PROPERTIES.

Artistic's corporate headquarters is located at One Komer Center, Elmira,
New  York,  approximately  240  miles  northwest  of  New York City.  The
facilities are in good condition and have been regularly maintained.  The
table below summarizes the function and key ownership or  lease terms for
each of the Company's locations:
<TABLE>
<CAPTION>
       FACILITY            OWNERSHIP         SQ. FT.                     USE
<S>                    <C>               <C>             <C>
Artistic Plaza               Owned       142,000         Manufacturing
Komer Center                 Owned       49,000          Administration/Telemarketing
112 North Main               Owned       21,000          Retail Store/Human Resources
401- 409 William             Owned       30,000          Lettershop/Advertising Material
308 William                  Owned       28,000          Warehousing
Binghamton                  Leased       3,500           Data Entry/Retail Store
406 Academy Place           Leased       5,000           Attached to 401-409 William
</TABLE>

Each  of  the  Artistic  Plaza  production  and  warehousing  facility,  the  
two manufacturing  and  warehousing  operations  on William Street, the 
telemarketing operations and administrative offices at One Komer  Center, and 
the retail store, human resources and training center adjacent to Komer  
Center  at  112 North Main Street,  reside  in  an  economic development 
zone within the City of Elmira  and easily accessible to regional  
transportation  centers.   The  Company  also  has access  to  a  large  
pool  of  talented and skilled labor.  Artistic also leases office space in 
Binghamton, New York,  which  is  used  as a data entry satellite facility.

ITEM 3.         LEGAL PROCEEDINGS.

There were no material legal proceedings involving the Company pending at
December 31, 1996.

ITEM 4.         SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS.

No matter  was  submitted  to a vote of the Company's stockholders during
the fourth quarter of the Company's fiscal year ended December 31, 1996.


                                    PART II


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

This information is incorporated  by  reference  to  the  section  of the
Company's  1996  Annual  Report  to  Stockholders  ("1996 Annual Report")
entitled  "MARKET  FOR REGISTRANT'S COMMON STOCK AND RELATED  STOCKHOLDER
MATTERS."

ITEM 6.         SELECTED FINANCIAL DATA.

Selected Financial Data:

(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
FOR THE YEAR                          1992              1993             1994         1995           1996
<S>                               <C>              <C>               <C>          <C>             <C>
Net sales                           $69,763          $78,442           $91,121        $97,042        $98,911
Net income (loss)                     3,607            1,163              (426)        (9,952)         2,675
Per common share:
   Net income (loss)                   0.60             0.20             (0.07)         (1.57)          0.42
Cash flows from operations            4,408            2,697            (1,902)        (4,275)        11,535
AT YEAR END
Total assets                         31,996           31,733            37,909         38,654         28,998
Current liabilities                   9,453            9,198            16,852         16.998         12,950
Long-term debt                        2,155            1,848             1,559          9,593          1,034
Stockholders' equity                 19,844           20,295            19,308          9,548         12,288
</TABLE>


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

This information  is incorporated by reference to the section of the 1996
Annual Report entitled "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS."

ITEM 8.         FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

This information is incorporated by reference to the sections of the 1996
Annual Report entitled  "BALANCE  SHEETS,"  "STATEMENTS  OF  OPERATIONS,"
"STATEMENTS  OF  CHANGES  IN  STOCKHOLDERS' EQUITY," "STATEMENTS OF  CASH
FLOW,"  "NOTES  TO  FINANCIAL STATEMENTS,"   and  "REPORT  OF INDEPENDENT
PUBLIC ACCOUNTANTS."

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

                Not applicable.



<PAGE>


                                   PART III


ITEM 10.        DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

This  information  is  incorporated  by  reference  to the section of the
Company's  definitive  Proxy  Statement filed with respect  to  its  1997
Annual Meeting of Stockholders  (the  "1997  Proxy  Statement")  entitled
"PROPOSAL 1 -ELECTION OF DIRECTORS" AND "-EXECUTIVE OFFICERS."

ITEM 11.        EXECUTIVE COMPENSATION.

This  information is incorporated by reference to the section of the 1997
Proxy Statement entitled "PROPOSAL 1 - COMPENSATION OF EXECUTIVE OFFICERS
AND DIRECTORS."

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

This information  is incorporated by reference to the section of the 1997
Proxy Statement entitled  "PROPOSAL  1  -  SECURITY  OWNERSHIP OF CERTAIN
PERSONS."

ITEM 13.        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

This information is incorporated by reference to the Company's 1997 Proxy
Statement entitled "PROPOSAL 1 - CERTAIN TRANSACTIONS."



                                    PART IV


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

                (a) FINANCIAL STATEMENTS AND EXHIBITS.

                (1) FINANCIAL STATEMENTS.  The following financial statements 
                of the Company and the accountant's report thereon are 
                included in the 1996 Annual Report and are incorporated
                herein by reference:

                Report of Independent Public Accountants.
                Balance Sheets, December 31, 1996 and 1995.
                Statements of Operations for the three years ended
                     December 31, 1996.
                Statements of Changes in Stockholders' Equity for the
                    three years ended December 31, 1996.
                Statements of Cash Flows for the three years ended
                    December 31, 1996.
                Notes to Financial Statements.

                (2) FINANCIAL STATEMENT SCHEDULES.  Not applicable.

                (3)  EXHIBITS.   The  following constitutes the list of 
                exhibits required to be filed as part of  this Report 
                pursuant to Item 601 of Regulation S-K:

        EXHIBIT INDEX
<TABLE>
<CAPTION>
      EXHIBIT
      NUMBER                     DESCRIPTION                                        LOCATION
<S>                 <C>                                          <C>
          2-1       Amended Standstill Agreement dated as            Incorporated by reference to Exhibit
                    of June 1, 1992, between American                2-1 to the Company's Report on Form 8-
                    Greetings Corporation ("American")               K filed on July 2, 1992.
                    and Artistic.
          
          3-1       Certificate of Incorporation of the              Incorporated by reference to Exhibit
                    Company, a Delaware corporation.                 3-1 to the Company's Form 10-K for the
                                                                     year ended December 31, 1987.
          
          3-2       Bylaws of the Company, as amended.               Filed herewith; see Exhibit Index.
          
          4-1       Investment Agreement between Valcheck            Incorporated by reference to Exhibit
                    and the Company dated May 30, 1995.              4-1 to the Company's Report on Form 8-
                                                                     K filed on June 15, 1995.
          
          10-1 *    Company's Employee Long-Term                     Incorporated by reference to Exhibit
                    Incentive Plan, as amended.                      10-1 to the Company's Form 10-K for
                                                                     the year ended December 31, 1993
                                                                     ("1993 10-K").
          
          10-2 *    Employment Agreement between the                 Incorporated by reference to Exhibit
                    Company and Stuart Komer (the "Komer             10-2 to the 1993 10-K.
                    Agreement").
          
          10-3 *    Amendment to the Komer Agreement.                Filed herewith; see Exhibit Index.
          
          10-4 *    Employment Agreement between the                 Incorporated by reference to Exhibit
                    Company and Joseph A. Calabro.                   10 to the Company's Form 10-Q for the
                                                                     quarter ended September 30, 1996.
          
          10-5 *    Employment Agreement between the                 Filed herewith; see Exhibit Index.
                    Company and Robert E. Johnson.
          
          10-6 *    Employment Agreement between the                 Filed herewith; see Exhibit Index.
                    Company and Thomas C. Wyckoff.
          
          10-7 *    Form of Deferred Compensation Plan               Incorporated by reference to Exhibit
                    between the Company and Stuart Komer.            10-9 to the Company's 10-K for the
                                                                     year ended December 31, 1986.
          
          10-8*     Form of Nonqualified Deferred                    Filed herewith; see Exhibit Index.
                    Compensation Plan between the Company
                    and Certain Highly Compensated
                    Employees of the Company.
          
          10-9      Purchase Agreement among Valcheck,               Incorporated by reference to Exhibit
                    Valassis and the Company dated May               10-1 of the Company's Report on Form
                    31, 1995.                                        8-K filed on June 15, 1995.
          
          10-10     Revolving Loan Agreement (the                    Incorporated by reference to Exhibit
                    "Revolver") dated March 8, 1996,                 10-5 of the Company's Report on Form
                    between the Company and Marine                   10-K for the year ended December 31,
                    Midland Bank, N.A. ("Marine").                   1995 ("1995-10-K").
          
          10-11     Amendment and Modification Agreement             Incorporated by reference to Exhibit
                    of the Revolver between the Company              10-15 of the 1995 10-K.
                    and Marine, dated as of March 8,
                    1996.
          
          10-12     Amendment No. 2 to the Revolver,                 Filed herewith; see Exhibit Index.
                    dated as of November 14, 1996.
          
          10-13     Amendment No. 3 to the Revolver,                 Filed herewith; see Exhibit Index.
                    dated as of December 31, 1996.
          
          10-14*    Outside Directors Compensation Plan.             Incorporated by reference to Exhibit
                                                                     10-14 to the Company's Report on Form
                                                                     10-K for the year ended December 31,
                                                                     1992.
          
          10-15     Security Agreement dated March 8,                Incorporated by reference to Exhibit
                    1996, between the Company and Marine.            10-7 of the 1995 10-K.
          
          10-16     Lease dated March 31, 1993 between               Incorporated by reference to Exhibit
                    the Company and Stuart Komer leasing             10-8 to the 1995 10-K.
                    premises located at 406 Academy
                    Place, Elmira, NY, as amended.
          
          10-17     Sale and Development Agreement dated             Incorporated by reference to Exhibit
                    April 26, 1991 between the Company               10-16 of the Company's Report on Form
                    and the City of Elmira, NY.                      10-K for the year ended December 31,
                                                                     1991.
          
          10-18       Loan Agreement and Direct Mortgage dated       Incorporated by reference to Exhibit 10-14
                      November 6, 1995 between the Company and       of the 1995 10-K.
                      New York State Urban Development
                      Corporation.
          
          10-19       Advertising Agreement between Valassis         Incorporated by reference to Exhibit 10-17
                      and the Company dated May 30, 1995 (the        of the 1995 10-K.
                      "Advertising Agreement").
          
          10-20       Amendment to the Advertising Agreement          Filed herewith; see Exhibit Index.
                      dated June 28, 1996.
          
          10-21       Master Agreement between Artistic and           Incorporated by reference to Exhibit 10-1
                      Harland, dated August 29, 1996.                 of the Company's Report on Form 8-K filed
                                                                      on September 20, 1996.
          
          10-22       Fulfillment Agreement between Artistic          Incorporated by reference to Exhibit 10-2
                      and Harland, dated August 29, 1996.             of the Company's Report on Form 8-K filed
                                                                      on September 20, 1996.
          
          10-23       Agreement for Purchase of Equipment             Incorporated by reference to Exhibit 10-3
                      between Artistic and Harland, dated             of the Company's Report on Form 8-K filed
                      August 29, 1996.                                on September 20, 1996.
          
          11          Statement re: computation of per share          See Note 1 to the Notes to the
                      earnings.                                       Consolidated Financial Statements
                                                                      Incorporated by reference in Item 8
                                                                      hereof.
          
          13          Company's 1996 Annual Report to                 Filed herewith; see Exhibit Index.
                      Stockholders.
          
          23          Consent of Arthur Andersen LLP, Certified       Filed herewith; see Exhibit Index.
                      Public Accountants, re: Incorporation by
                      Reference.


          27          Financial Data Schedule.                        Filed only with EDGAR filing, per
                                                                      Regulation S-K, Rule 601 (c)(1)(v).
</TABLE>
___________________________

    *    Indicates a management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Report pursuant to Item 14 (c) of
this Report.

    (b)  REPORTS ON FORM 8-K.  None filed during the fourth quarter of the
Company's fiscal year ended December 31, 1996.

    (c)  EXHIBITS.  See Exhibit Index.

    (d)  FINANCIAL STATEMENT SCHEDULES.  Not applicable.

<PAGE>



                                  SIGNATURES

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


Dated: March 21, 1997        By: /S/ROBERT E. JOHNSON
                                 Name: Robert E. Johnson
                                 Title: Senior Vice President Finance and
                                      Chief Financial Officer 
                                      (Principal Financial & Accounting 
                                      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
Company, in the capacities and as of the dates indicated.


By: /S/JOSEPH A. CALABRO                         Date: March 21, 1997
    Name: Joseph A. Calabro
    Title: Chief Executive Officer, President and a Director


By: /S/NORMAN S. EDELCUP                         Date: March 21, 1997
    Name: Norman S. Edelcup
    Title: Director


By: /S/LYNDON E. GOODRIDGE                       Date: March 21, 1997
    Name: Lyndon E. Goodridge
    Title: Director


By: /S/ROBERT E. JOHNSON                         Date: March 21, 1997
    Name: Robert E. Johnson
    Title: Senior Vice President Finance and Chief Financial
          Officer (Principal Financial & Accounting Officer)


By: /S/STUART KOMER                              Date: March 21, 1997
    Name: Stuart Komer
    Title: Chairman and a Director


By: /S/ALAN F. SCHULTZ                           Date: March 21, 1997
    Name: Alan F. Schultz
    Title: Director


By: /S/IRVING I. STONE                           Date: March 21, 1997
    Name: Irving I. Stone
    Title: Director


By: /S/MORRY WEISS                               Date: March 21, 1997
    Name: Morry Weiss
    Title: Director

<PAGE>



<TABLE>
<CAPTION>
       EXHIBIT INDEX
      
      EXHIBIT
      NUMBER                     DESCRIPTION                                        LOCATION
<S>                 <C>                                           <C>
          2-1       Amended Standstill Agreement dated as            Incorporated by reference to Exhibit
                    of June 1, 1992, between American                2-1 to the Company's Report on Form 8-
                    Greetings Corporation ("American")               K filed on July 2, 1992.
                    and Artistic.
          
          3-1       Certificate of Incorporation of the              Incorporated by reference to Exhibit
                    Company, a Delaware corporation.                 3-1 to the Company's Form 10-K for the
                                                                     year ended December 31, 1987.
          
          3-2       Bylaws of the Company, as amended.               Filed herewith; see Exhibit Index.
          
          4-1       Investment Agreement between Valcheck            Incorporated by reference to Exhibit
                    and the Company dated May 30, 1995.              4-1 to the Company's Report on Form 8-
                                                                     K filed on June 15, 1995.
          
          10-1      Company's Employee Long-Term                     Incorporated by reference to Exhibit
                    Incentive Plan, as amended.                      10-1 to the Company's Form 10-K for
                                                                     the year ended December 31, 1993
                                                                     ("1993 10-K").
          
          10-2      Employment Agreement between the                 Incorporated by reference to Exhibit
                    Company and Stuart Komer (the "Komer             10-2 to the 1993 10-K.
                    Agreement").
          
          10-3      Amendment to the Komer Agreement.                Filed herewith; see Exhibit Index.
          
          10-4      Employment Agreement between the                 Incorporated by reference to Exhibit
                    Company and Joseph A. Calabro.                   10 to the Company's Form 10-Q for the
                                                                     quarter ended September 30, 1996.
          
          10-5      Employment Agreement between the                 Filed herewith; see Exhibit Index.
                    Company and Robert E. Johnson.
          
          10-6      Employment Agreement between the                 Filed herewith; see Exhibit Index.
                    Company and Thomas C. Wyckoff.
          
          10-7      Form of Deferred Compensation Plan               Incorporated by reference to Exhibit
                    between the Company and Stuart Komer.            10-9 to the Company's 10-K for the
                                                                     year ended December 31, 1986.
          10-8      Form of Nonqualified Deferred                    Filed herewith; see Exhibit Index.
                    Compensation Plan between the Company
                    and Certain Highly Compensated
                    Employees of the Company.
          
          10-9      Purchase Agreement among Valcheck,               Incorporated by reference to Exhibit
                    Valassis and the Company dated May               10-1 of the Company's Report on Form
                    31, 1995.                                        8-K filed on June 15, 1995.
          
          10-10     Revolving Loan Agreement (the                    Incorporated by reference to Exhibit
                    "Revolver") dated March 8, 1996,                 10-5 of the Company's Report on Form
                    between the Company and Marine                   10-K for the year ended December 31,
                    Midland Bank, N.A. ("Marine").                   1995 ("1995-10-K").
          
          10-11     Amendment and Modification Agreement             Incorporated by reference to Exhibit
                    of the Revolver between the Company              10-15 of the 1995 10-K.
                    and Marine, dated as of March 8,
                    1996.
          
          10-12     Amendment No. 2 to the Revolver,                 Filed herewith; see Exhibit Index.
                    dated as of November 14, 1996.
          
          10-13     Amendment No. 3 to the Revolver,                 Filed herewith; see Exhibit Index.
                    dated as of December 31, 1996.
          
          10-14     Outside Directors Compensation Plan.             Incorporated by reference to Exhibit
                                                                     10-14 to the Company's Report on Form
                                                                     10-K for the year ended December 31,
                                                                     1992.
          
          10-15     Security Agreement dated March 8,                Incorporated by reference to Exhibit
                    1996, between the Company and Marine.            10-7 of the 1995 10-K.
          
          10-16     Lease dated March 31, 1993 between               Incorporated by reference to Exhibit
                    the Company and Stuart Komer leasing             10-8 to the 1995 10-K.
                    premises located at 406 Academy
                    Place, Elmira, NY, as amended.
          
          10-17     Sale and Development Agreement dated             Incorporated by reference to Exhibit
                    April 26, 1991 between the Company               10-16 of the Company's Report on Form
                    and the City of Elmira, NY.                      10-K for the year ended December 31,
                                                                     1991.
          10-18       Loan Agreement and Direct Mortgage dated              Incorporated by reference to Exhibit 10-14
                      November 6, 1995 between the Company and              of the 1995 10-K.
                      New York State Urban Development
                      Corporation.
          
          10-19       Advertising Agreement between Valassis                Incorporated by reference to Exhibit 10-17
                      and the Company dated May 30, 1995 (the               of the 1995 10-K.
                      "Advertising Agreement").
          
          10-20       Amendment to the Advertising Agreement                Filed herewith; see Exhibit Index.
                      dated June 28, 1996.
          
          10-21       Master Agreement between Artistic and                 Incorporated by reference to Exhibit 10-1
                      Harland, dated August 29, 1996.                       of the Company's Report on Form 8-K filed
                                                                            on September 20, 1996.
          
          10-22       Fulfillment Agreement between Artistic                Incorporated by reference to Exhibit 10-2
                      and Harland, dated August 29, 1996.                   of the Company's Report on Form 8-K filed
                                                                            on September 20, 1996.
          
          10-23       Agreement for Purchase of Equipment                   Incorporated by reference to Exhibit 10-3
                      between Artistic and Harland, dated                   of the Company's Report on Form 8-K filed
                      August 29, 1996.                                      on September 20, 1996.
          
          11          Statement re: computation of per share                See Note 1 to the Notes to the
                      earnings.                                             Consolidated Financial Statements
                                                                            Incorporated by reference in Item 8
                                                                            hereof.
          
          13          Company's 1996 Annual Report to                       Filed herewith; see Exhibit Index.
                      Stockholders.
          
          23          Consent of Arthur Andersen LLP, Certified             Filed herewith; see Exhibit Index.
                      Public Accountants, re: Incorporation by
                      Reference.
          
          27          Financial Data Schedule.                              Filed only with EDGAR filing, per
                                                                            Regulation S-K, Rule 601 (c)(1)(v).
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