UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                    FORM 10-K

   (X)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
        For the fiscal year ended December 28, 1996

                                       OR

   (  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

   Commission File Number 0-6187

                                BANTA CORPORATION
             (Exact name of registrant as specified in its charter)

             Wisconsin                                        39-0148550     
   (State or other jurisdiction                              (IRS Employer   
   of incorporation or organization)                          I.D. Number)   

   225 Main Street, Menasha, Wisconsin                         54952         
   (Address of principal executive offices)                  (Zip Code)      

   Registrant's telephone number, including area code:  (414) 751-7777
   Securities registered pursuant to Section 12(b) of the Act:

                                                Name of each exchange on 
   Title of each class                               which registered 
           None                                            None

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

                          Common Stock, $.10 par value
                         Rights to Purchase Common Stock
                                (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)

        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.  (X)

        Aggregate market value of voting stock held by non-affiliates of the
   registrant as of March 7, 1997     $783,350,239.

   Number of shares of common stock outstanding March 7, 1997: 30,119,293.

                       DOCUMENTS INCORPORATED BY REFERENCE

       (1)   Annual Report to Shareholders for year ended December 28, 1996
             (incorporated into Parts I and II).
       (2)   Definitive Proxy Statement for annual meeting of shareholders to
             be held on April 22, 1997 (incorporated into Part III).

   <PAGE>
                                     PART I
   Item 1.  Business.

   General.

       Banta Corporation (the "Corporation"), together with its subsidiaries,
   is one of the larger printing organizations in the United States,
   providing a broad range of printing and graphic arts services.  The
   Corporation was incorporated in Wisconsin in 1901.  Its principal
   executive offices are located at 225 Main Street, Box 8003, Menasha,
   Wisconsin, 54952-8003.  The Corporation had a total of 6,100 employees at
   the end of fiscal 1996.

       The Corporation operates in one business segment-Printing Services. 
   Market classifications of the Corporation's sales are commercial
   (catalogs, direct mail and single-use products);  books (educational,
   general, trade, data manuals and project management services for
   publishers);turnkey (project management, manufacturing, packaging and
   distribution); magazines; and other (digital imaging services, production
   of point-of-purchase displays and security products). At the end of fiscal
   1996, the Corporation's operations were conducted at 29 production
   facilities in the United States located in Wisconsin, Minnesota,
   California, Connecticut, Illinois, Massachusetts, Missouri, North
   Carolina, Utah, Virginia and Washington and at six European production
   facilities located in Ireland, Scotland and The Netherlands.

       The following table sets forth the approximate percentage of
   consolidated net sales contributed by each class of similar products and
   services which accounted for ten percent or more of consolidated net sales
   for any of the last three fiscal years.

                                1996         1995             1994 
     Commercial                   44%          47%              46%
     Books                        22           26               28 
     Turnkey                      17            8                4 
     Magazines                    11           11               12 
     Other                         6            8               10 
                                ----         ----             ---- 
       TOTAL                     100%         100%             100%
                                ====         ====             ==== 

       During 1996, the Corporation acquired Packaging Fulfillment
   Specialists, Inc. which provides fulfillment services to publishers and is
   included in the book market classification.  The purchase price consisted
   of 236,337 shares of the Corporation's common stock.

       In October 1995, the Corporation acquired B.G. Turnkey Services
   Limited (B.G. Turnkey).  B.G. Turnkey, which is included in the newly
   formed Banta Global Turnkey Group and is included in the turnkey market
   classification, reported sales for 1994 of approximately $160 million. 
   The purchase price consisted of 355,142 shares (as adjusted for the 1996
   stock split) of the Corporation's common stock and approximately $21
   million of the Corporation's debentures which were called and prepaid in
   December 1995. The Corporation also paid $3.2 million to former
   shareholders of B.G. Turnkey in exchange for a covenant not to compete.

       During 1995, the Corporation purchased Applied Technology Corporation,
   which serves the single-use healthcare market, and New Frontiers
   Information Corporation, which provides customers with online solutions
   for distributing catalogs and direct marketing materials via the
   Internet's World Wide Web. The combined purchase price for these two
   acquisitions was approximately $9.0 million.

       In August 1994, the Corporation completed its acquisition of United
   Graphics Inc. ("UGI") for approximately $9.5 million in cash and a $1.5
   million note. The Corporation also paid $4 million to former shareholders
   of UGI in exchange for a covenant not to compete. UGI, which has been
   included in the book market classification since the acquisition date,
   reported sales for its fiscal year prior to acquisition of approximately
   $28 million.

       In March 1994, the Corporation purchased substantially all of the
   assets of Danbury Printing & Litho, Inc. ("Danbury"). The purchase price
   consisted of $16.3 million in cash plus the assumption of selected
   liabilities. Danbury, which has been included in the commercial market
   classification since the acquisition date, reported sales of approximately
   $35 million in 1993.

       In March 1997, the Financial Accounting Standards Board issued Statement
   of Financial Accounting Standards No. 128, "Earnings per Share."  The new
   statement requires changes in the manner in which earnings per share are
   calculated and is effective for fiscal years ending after December 15,
   1997.  The Standard does not allow early adoption.   The Corporation
   intends to adopt this standard during the fourth quarter of 1997.  The
   adoption of this standard is not expected to have a material effect on the
   Corporation's earnings per share.

   Customers.

       The Corporation sells its products and services to a large number of
   customers and ordinarily does not have long-term contracts with its
   customers.  Production agreements covering one to three years are,
   however, more frequent for magazine and catalog production. Substantially
   all sales are made to customers through employees of the Corporation and
   its subsidiaries based on customer specifications.  The fifteen largest
   customers accounted for approximately 28%, 25% and   23% of net sales
   during 1996,  1995 and 1994, respectively.  No customer accounted for more
   than 10% of the Corporation's net sales in 1996, 1995 or  1994.  In the
   opinion of management, the loss of any single customer would not have a
   material long-term adverse effect on the Corporation.

   Backlog.

       The Corporation is primarily a manufacturing services company and
   provides its customers with printing, converting and other services.  Lead
   time for services varies, depending upon the type of customer, the
   industry being serviced and seasonal factors.  Backlogs would be expressed
   in terms of time scheduled on equipment and not dollar value. 
   Consequently, the dollar value of backlog is not readily available.

   Markets Served.

       Below is a description of the primary markets the Corporation serves:

   - Commercial

       The Corporation produces catalogs primarily for the consumer,
   industrial and retail catalog markets.  Bindery services provide ink-jet
   labeling and demographic binding (which allows several different versions
   of the same catalog to be bound simultaneously).  Distribution services
   provided by various operating units of the Corporation, including
   computerized mail distribution planning systems which assist the
   Corporation's customers in minimizing postage costs, are an integral part
   of catalog printing services.

       Printed materials for direct marketing customers are provided by three
   operating units.  These products vary in format and size and include
   magazine and catalog inserts, bill stuffers, brochures, booklets, cards
   and target market products designed to sell a product or solicit a
   response. Over the past several years, the Corporation has invested in
   imaging equipment which personalizes direct mail pieces at press speeds.
   This capability is important to customers and the Corporation expects to
   make additional investments in this important technology. The
   Corporation's acquisition of Danbury in 1994 improved its ability to
   provide direct marketing materials to customers in the Northeastern United
   States.

       The unprecedented paper price increases of 1994 and 1995 combined with
   the 1995 postage rate increase had a significant impact on the buying
   patterns of the Corporation's customers who produce catalogs and direct
   mail.  During 1996 many customers reduced print quantities and delayed
   projects in an effort to regain profitability lost during 1995.  These
   reductions were most prevalent during the first six months of 1996, with
   quantities increasing during the second half of the year as paper prices
   declined (see Raw Materials section below).

       One of the Corporation's subsidiaries, Banta Healthcare Products, Inc.
   (BHP), provides printed products to the fast-food industry and converts
   poly film and paper into single-use products for the food service industry
   and healthcare industry.  In addition, BHP extrudes films, using both cast
   and blown extruders, for use in its manufacturing processes and for sale
   to external customers.  Its healthcare products include plastic garment
   covers, examination gowns, stretcher sheets, examination table paper,
   pillow covers, and gloves for personnel who come into contact with
   patients having highly communicable diseases. The acquisition of Applied
   Technology Corporation in 1995 expanded the healthcare product offerings
   to include disposable thermometer sheaths and dental camera covers.

   - Books

       The Corporation prints consumable elementary and high school workbooks
   and other products for publishers of educational and general book markets
   including textbooks (primarily soft cover), testing materials and
   paperbound books.  Print opportunities in the consumable educational
   workbook market have decreased during the last several years.  Publisher
   consolidations have resulted in fewer companies offering educational
   products which has reduced the number of projects printed.  Additionally,
   the effort to improve the nation's educational system has prompted schools
   to try alternate teaching methods.  Some of these efforts have replaced
   consumable workbooks with other  instructional materials.

       To reduce its concentration in the elementary and high school markets,
   the Corporation has increased its marketing efforts relating to other
   softcover books including college texts, general books, and data manuals. 
   The Corporation has three operating units serving the computer equipment
   and software industry's print manuals, all of which use offset printing
   and high speed photocopying. The Corporation's acquisition of UGI in 1994
   enhanced its ability to service software publishers in the Northwestern
   United States.  However, during the last several years print documentation
   for computer software and hardware has been increasingly replaced by CD-
   ROM and online documentation.  The Corporation is actively pursuing other
   markets for these three operations.

       The Corporation's book units also produce multimedia products for
   educational publishers and industry,   professional and trade
   associations.  The Corporation's 1996 acquisition of Packaging Fulfillment
   Specialists, Inc. strengthened its ability to provide these services to
   its customers.

       Other customers include publishers of trade books, calendars,
   religious books, cookbooks and manuals.

   - Turnkey

       The Corporation's product offerings in its turnkey market
   classification include project management, manufacturing, procurement,
   packaging, assembly and worldwide distribution services for computer
   software publishers, as well as manufacturers of computer hardware and
   consumer electronics primarily in the United States and Europe.  These
   operating units also perform computer disk replication, product packaging
   and distribution.  The acquisition of B.G. Turnkey in 1995 significantly 
   increased the size and scope of the turnkey services provided by the
   Corporation.

   - Magazines

       The Corporation's two plants serving the magazine market print, sort
   and mail magazines representing more than 600 different titles.  These
   magazines include primarily short-to-medium run publications (usually less
   than 350,000 copies) which are generally distributed to subscribers by
   mail.  The Corporation's magazine customers are primarily publishers of
   specialty magazines, including religious, business and professional
   journals and hobby, craft and sporting publications. The Corporation
   provides its customers with computerized mailing list and distribution
   services.

   - Other

       Prepress services are provided by four of the Corporation's operating
   units to publishers, printers and advertising agencies.  Such services
   include the conversion of full-color photographs, art and text into color
   separated film and digital files for use in the production of printing
   plates. These units also provide electronic graphic design, digital
   photography and on-demand print services. During the last several years,
   these units have diversified their customer base to include packaging
   customers and increased their ability to maximize plant utilization by
   connecting their facilities through an extensive network of high-speed
   telecommunication lines.

       During the past several years, the Corporation has expanded its
   service offerings to include CD-ROM production, CD Interactive programming
   and developing interactive online products for the World Wide Web. These
   services are primarily provided by three of the Corporation's subsidiaries
   - KnowledgeSet Corporation, The DI Group, Inc. and New Frontiers
   Information Corporation, which was acquired in 1995.

       KCS Industries Inc., a subsidiary of the Corporation, produces point-
   of-purchase products such as custom designed signs, displays, labels and
   decals for a variety of customers, including those in the brewing,
   cosmetic, food, appliance, automotive and home entertainment industries. 
   KCS Industries also participates, through a joint venture in furnishing 
   postage stamps in booklet, coil and sheet format for the United States
   Postal Service.

   Competitive Conditions.

       The Corporation is subject to competition from a large number of
   companies, some of which have greater resources and capacity than the
   Corporation. The graphic arts industry has undergone a period of
   consolidation for a number of years. This trend has resulted in the
   emergence of several additional competitors which are larger than the
   Corporation in size and product offerings. The major competitive factors
   in the Corporation's business are price, quality of finished products,
   distribution capabilities, ongoing customer service and availability of
   time on equipment which is appropriate in size and function for a given
   project.  The consolidation of customers within certain of the
   Corporation's markets provides both greater competitive pricing pressures
   and opportunities for increased volume solicitation.  In recent years and
   especially in 1996, excess capacity in the printing industry has resulted
   in lower unit prices. Despite the unit price reductions, the Corporation
   has been able to remain competitive in part because it is financially able
   to invest in modern technologically advanced equipment, which helps reduce
   unit costs, and because of productivity gains resulting from Continuous
   Improvement programs.

       There are seasonal fluctuations in the usage of printing equipment
   which in times of low demand and excess capacity can give rise to
   increased pricing pressure.  In the educational book market, for instance,
   activity is greater in the first half of the year, and in the catalog and
   direct marketing materials markets, activity is greater in the second half
   of the year. Computer software and hardware products are also typically in
   greater demand during the second half of the year, although the release of
   a new product by a major customer can increase activity on an "event"
   basis at any time during the year.

   Raw Materials.

       The principal raw material used by the Corporation is paper.  Most of
   the Corporation's production facilities are located in heavily
   concentrated papermaking areas, and the Corporation can generally obtain
   quality paper at competitive prices.  The Corporation is not dependent
   upon any one source for its paper or other raw materials.

       In the fourth quarter of 1994 and throughout 1995, there was a
   dramatic increase in paper prices and a tightening of availability, with
   nearly all grades on allocation and delivery times extending up to six
   weeks or more.  During 1996, the price of paper fell dramatically such
   that by the end of 1996 paper prices for the grades used most by the
   Corporation stabilized at prices similar to those available at the
   beginning of 1994.  It is customary for printers to adjust sales prices to
   reflect market fluctuations in paper prices. The average cost of paper to
   the Corporation's customers was about 15% lower in 1996 than in 1995,  33%
   higher in 1995 than in 1994 and 3% lower in 1994 than in 1993.

       The Corporation uses a number of other raw materials including ink,
   resins, packaging materials and subcontracted components.  The cost of ink
   decreased slightly in 1996.  The cost of resin increased in 1996 but
   remained slightly lower, on average than in 1995.  The cost of packaging
   materials declined in 1996, after increasing in 1995.

   Development.

       In the graphic arts industry, most research and development is done by
   equipment and material suppliers.  The Corporation generally does not
   engage in long-range research and development relating to equipment and
   has not spent significant amounts of money for such purposes.  One of the
   purposes of the Corporation's technical research and development effort is
   to establish a competitive advantage in existing markets by focusing on
   improving operating procedures, increasing machine speeds and improving
   monitoring of paper usage, as well as working on the development of
   proprietary inks, coatings, adhesives and machine modifications. The
   Corporation has also increased its emphasis on the development of new
   products and services using digital technology which includes CD-ROM,
   video tape, online and database management products.  During the last
   several years, eleven professional and technical employees have worked
   primarily on research and development activities.  Additionally,
   approximately fifty persons from quality control and engineering devoted a
   portion of their time to research and development.

       The Corporation has environmental compliance programs primarily for
   control of internal and external air quality, groundwater quality,
   disposal of waste material and all aspects of the work environment
   concerning employee health.  Capital expenditures for air quality
   equipment have approximated 1% to 3% of total capital expenditures in each
   of the last three years.  Planned capital expenditures for environmental
   control equipment are expected to be in the same range for 1997.  The
   Corporation also incurs ongoing costs in monitoring compliance with
   environmental laws, in connection with disposal of waste materials and in
   connection with laws governing the remediation of sites at which the
   Corporation has previously disposed of waste materials.  Requirements of
   the U.S. Environmental Protection Agency and state officials nationwide,
   relating to disposal of wastes in landfill sites, are increasing and
   result in higher costs for the Corporation and its competitors.  Costs for
   environmental compliance and waste disposal have not been material to the
   Corporation in the past, but the Corporation presently believes that
   expenditures for these purposes will have a negative impact on its
   earnings and those of its competition in the future.  These increased
   costs should not have a material impact on the Corporation's competitive
   position, assuming similar expenditures are required to be made by
   competitors. The Corporation does not believe at the present time that any
   costs, claims or penalties that may be incurred or assessed under
   environmental laws, in connection with known environmental assessment and
   remediation matters, beyond any reserves already provided, will have a
   material adverse effect upon the operations or consolidated financial
   position of the Corporation.

   Foreign Operations.

       Footnote 10 to the Corporation's Consolidated Financial Statements in
   the Corporation's Annual Report to Shareholders for the fiscal year ended
   December 28, 1996 includes information on the Corporation's foreign
   operations. The disclosures contained in such footnotes are hereby
   incorporated herein by reference.

                      EXECUTIVE OFFICERS OF THE CORPORATION


                                      Business Experience During Last Five
   Name, Age, Position                Years

   Donald D. Belcher; 58;  . . . . .  Chairman of the Board of the
   Chairman, President and            Corporation since May 1995: President
   Chief Executive Officer            and Chief Executive Officer of the
                                      Corporation since January 1995;
                                      President and Chief Operating Officer
                                      of the Corporation from September 1994
                                      to January 1995; Senior Group Vice
                                      President of Avery Dennison Corporation
                                      (diversified manufacturing company)
                                      from 1990 until joining the
                                      Corporation.

   Gerald A. Henseler; 56; . . . . .  Executive Vice President and Chief
   Executive Vice President           Financial Officer of the Corporation
    and Chief Financial Officer       since 1992; Senior Vice President,
                                      Chief Financial Officer and Treasurer
                                      of the Corporation prior thereto.

   Ronald D. Kneezel; 40;  . . . . .  Secretary, Vice President and General
    Vice President, General Counsel   Counsel of the Corporation.
    and Secretary

   Robert A. Kreider; 42;  . . . . .  Treasurer of the Corporation since 
    Treasurer and Corporate           November 1992; Corporate Controller
    Controller                        since July 1989; Assistant Treasurer
                                      from April 1991 to October 1992.

   Dennis J. Meyer; 41;  . . . . . .  Vice President of the Corporation
     Vice President Marketing         since January 1994; Vice President,
                                      Quebecor Printing (manufacturer of
                                      printed materials) from 1990 to
                                      December 1993.

   John E. Tiffany; 58;  . . . . . .  Vice President of the Corporation.
     Vice President Manufacturing

   Henry M. Wells, III, 52;  . . . .  Vice President of the Corporation.
     Vice President Human Resources

   There are no family relationships between the executive officers of the
   Corporation.

   All of the executive officers are elected or appointed annually.  Each
   officer holds office until his successor has been elected or appointed or
   until his death, resignation or removal.

   Item 2.  Properties.

       The Corporation and its subsidiaries own operating plants located in
   Wisconsin, Connecticut, Minnesota, Missouri, North Carolina, Utah and
   Virginia, as well as several warehouse facilities for storage of
   materials. As of the end of fiscal 1996, these owned facilities included
   approximately 3,187,000 square feet of space utilized as follows:  office
   space 310,000, manufacturing 1,848,000 and warehouse 1,029,000. The
   Corporation leases its headquarters office located in Menasha, Wisconsin.
   The Corporation also leases production facilities in Wisconsin,
   California, Illinois, Massachusetts, Minnesota, Utah and Washington, as
   well as warehouse space in numerous locations. European production
   facilities located in Ireland, Scotland and The Netherlands are also
   leased. The total of all leased facilities contain approximately 1,869,000
   square feet of space. The buildings owned and leased by the Corporation
   are primarily of steel and brick construction.

       One plant owned by the Corporation and certain equipment are pledged
   to secure issues of industrial revenue bonds in the principal amount of
   $2,370,000 as of December 28, 1996.

   Item 3.  Legal Proceedings.

       The Corporation is not involved in any material pending legal
   proceedings, as defined by this Item.

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

       Not applicable.

                                     PART II

   Item 5.  Market for Registrant's Common Equity and Related Stockholder
   Matters.

       Under long-term debt agreements to which the Corporation is a party,
   payment of cash dividends is restricted.  As of December 28, 1996,
   approximately $111,085,000 of retained earnings was not restricted under
   these agreements.

       The information set forth under the caption "Dividend Record and
   Market Prices" (but excluding the graphs related thereto) in the
   Corporation's Annual Report to Shareholders for the fiscal year ended
   December 28, 1996, is hereby incorporated herein by reference in response
   to this Item.

   Item 6.  Selected Financial Data.

       The information set forth under the caption "Five-Year Summary of
   Selected Financial Data" (but excluding the graphs related thereto) in the
   Corporation's Annual Report to Shareholders for the fiscal year ended
   December 28, 1996, is hereby incorporated herein by reference in response
   to this Item.

   Item 7.  Management's Discussion and Analysis of Financial Condition and
   Results of Operations.

       The information set forth under the caption "Management's Discussion
   and Analysis of Financial Position and Operations" in the Corporation's
   Annual Report to Shareholders for the fiscal year ended December 28, 1996,
   is hereby incorporated herein by reference in response to this Item.

   Item 8.  Financial Statements and Supplementary Data.

       The Consolidated Balance Sheets of the Corporation and subsidiaries as
   of December 28, 1996 and December 30, 1995, and the related Consolidated
   Statements of Earnings, Cash Flows and Shareholders' Investment for the
   fiscal years ended December 28, 1996, December 30, 1995 and December 31,
   1994 together with the related notes thereto and the Report of Independent
   Public Accountants thereon set forth in the Corporation's Annual Report to
   Shareholders for the fiscal year ended December 28, 1996, are hereby
   incorporated herein by reference in response to a portion of this Item.

       The information set forth under the caption "Unaudited Quarterly
   Financial Information" in the Corporation's Annual Report to Shareholders
   for the fiscal year ended December 28, 1996, is hereby incorporated herein
   by reference in response to a portion of this item.


   Item 9.  Changes in and Disagreements with Accountants on Accounting and
   Financial Disclosure.

       Not applicable.

                                    PART III

   Item 10.  Directors and Executive Officers of the Registrant.

       The information under the caption "Election of Directors" contained in
   the Corporation's definitive proxy statement for the annual meeting of
   shareholders to be held on April 22, 1997, as filed with the Securities
   Exchange Commission, is hereby incorporated herein by reference in
   response to a portion of this item.  Reference is also made to the
   information under the heading "Executive Officers of the Corporation"
   included under Item 1 of Part I of this report.

   Item 11.  Executive Compensation.

       The information under the captions "Board of Directors" and "Executive
   Compensation" (other than the information under the subheading "Committee
   Report on Executive Compensation") contained in the Corporation's
   definitive proxy statement for the annual meeting of shareholders to be
   held on April 22, 1997, as filed with the Securities and Exchange
   Commission, is hereby incorporated herein by reference in response to this
   Item.

   Item 12.  Security Ownership of Certain Beneficial Owners and Management.

       The information under the caption "Stock Ownership" contained in the
   Corporation's definitive proxy statement for the annual meeting of
   shareholders to be held on April 22, 1997, as filed with the Securities
   and Exchange Commission, is hereby incorporated herein by reference in
   response to this Item.

   Item 13.  Certain Relationships and Related Transactions.

       The information under the caption "Board of Directors" and under the
   subheading "Executive Compensation - Compensation Committee Interlocks and
   Insider Participation" contained in the Corporation's definitive proxy
   statement for the annual meeting of shareholders to be held on April 22,
   1997, as filed with the Securities and Exchange Commission, is hereby
   incorporated herein by reference in response to this Item.

                                     PART IV

   Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.

         (a) The following documents are filed as part of this report:

                                                                             
                                    PAGE REFERENCE

                                                             ANNUAL REPORT
                                               FORM 10-K    TO SHAREHOLDERS

    1.   Financial Statements:
         Consolidated Balance Sheets
            December 28, 1996 and December 30,
              1995                                                   20
          For the fiscal years ended December
            28, 1996, December 30, 1995, and
            December 31, 1994: 
              Consolidated Statements of
               Earnings                                              21
              Consolidated Statements of
               Cash Flows                                            22
              Consolidated Statements of 
               Shareholders' Investment                              23
          Notes to Consolidated Financial
            Statements                                             24-31
          Report of Independent Public
            Accountants                                              32

      2.  Financial Statement Schedule:
          Report of Independent Public
           Accountants                                14
          Schedule II - Valuation and
           Qualifying Accounts                        15

          All other schedules have been omitted since the required
          information is included in the consolidated financial statements or
          notes thereto, or because the information is not required or
          applicable.

      3.  Exhibits:

          3.  (a)   Articles of Incorporation, as amended (1)
              (b)   Amendment to Bylaws dated October 29, 1996
              (c)   Amendment to Bylaws dated December 10, 1996
              (d)   Bylaws, as amended

          4.  (a)   Note Purchase Agreements dated December 9, 1986 (2)
              (b)   Amendment to Note Purchase Agreements dated December 9,
                    1986 (3)
              (c)   Note Purchase Agreement dated June 24, 1988 (4)
              (d)   Amendment to Note Purchase Agreements dated December 9,
                    1986 (5)
              (e)   Promissory Note Agreement dated July 17, 1990 (6)
              (f)   Rights Agreement dated October 29, 1991 (7)
              (g)   Note Purchase and Private Shelf Agreement dated May 12,
                    1994 (8)
              (h)   Amendment to Note Purchase Agreements dated December 9,
                    1986 (9)
              (I)   Amendment to Promissory Note Agreement dated July 17,
                    1990 (10)
              (j)   Note Purchase and Medium-term Note Agreement Dated
                    November 2, 1995 (11)

              [Note:  The registrant has outstanding certain issues of
              industrial revenue bonds, none of which authorize the issuance
              of securities in an amount exceeding 10% of the registrant's
              consolidated assets.  The registrant hereby agrees to furnish
              to the Commission upon request a copy of any instrument with
              respect to long-term debt not being registered under which the
              total amount of securities authorized does not exceed 10% of
              the registrant's consolidated assets.]

          *10. (a)   Amended and Restated Supplemental Retirement Plan for
                     Key Employees (12)
               (b)   Amendment to Amended and Restated Supplemental
                     Retirement Plan for Key Employees
               (c)   Management Incentive Award Plan (13)
               (d)   Amendment to Management Incentive Award Plan (14)
               (e)   Form of Agreement with Gerald A. Henseler (15)
               (f)   Form of Agreement with Ronald D. Kneezel (16)
               (g)   Form of Agreements with Robert A. Kreider, Dennis J.
                     Meyer and John E. Tiffany (17)
               (h)   Agreement with Donald D. Belcher (18)
               (I)   1985 Deferred Compensation Plan for Key Employees, as
                     amended and restated (19)
               (j)   1988 Deferred Compensation Plan for Key Employees, as
                     amended and restated (20)
               (k)   Basic Form of Deferred Compensation Agreements under
                     (pre-January 1994) 1985 and 1988 Deferred Compensation
                     Plans for Key Employees (21)
               (l)   Basic Form of Deferred Compensation under (post-
                     December 1993) 1988 Deferred Compensation plan for Key
                     Employees (22)
               (m)   Deferred Compensation Plan for Directors, as amended
               (n)   Revised Form of Indemnity Agreements with Directors and
                     Certain Officers (23)
               (o)   1987 Incentive Stock Option Plan; 1987 Nonstatutory
                     Stock Option Plan (24)
               (p)   Amendment to 1987 Nonstatutory Stock Option Plan (25)
               (q)   Executive Trust Agreement (26)
               (r)   Amendment to Executive Trust Agreement (27)
               (s)   Long-term Incentive Plan, as amended
               (t)   1991 Stock Option Plan, as amended
               (u)   Description of Supplemental Long-term Disability Plan
                     (28)
               (v)   Letter Agreement with Donald D. Belcher (29)
               (w)   Letter Agreement with Dennis J. Meyer (30)
               (x)   Agreement with Gerald A. Henseler (31)
               (y)   Banta Corporation 1995 Equity Incentive Plan, as
                     amended
               (z)   Banta Corporation Director Stock Grant Plan

          13. Portions of Annual Report to Shareholders for fiscal year
              ended December 28, 1996 that are incorporated by reference
              herein.

          21. List of Subsidiaries.

          23. Consent of Arthur Andersen LLP.

          27. Financial Data Schedule [EDGAR version only].

        (1)  Exhibit No. 19(b) to Form 10-Q for the quarter ended April 3,
             1993 is hereby incorporated herein by reference.

        (2)  Exhibit No. 4(c) to Form 10-K for the year ended January 3, 1987
             is hereby incorporated herein by reference.

        (3)  Exhibit No. 4(b) to Form 10-Q for the quarter ended July 2, 1988
             is hereby incorporated herein by reference.

        (4)  Exhibit No. 4(a) to Form 10-Q for the quarter ended July 2, 1988
             is hereby incorporated herein by reference.

        (5)  Exhibit No. 4(d) to Form 10-K for the year ended December 30,
             1989 is hereby incorporated herein by reference.

        (6)  Exhibit No. 4 to Form 10-Q for the quarter ended September 29,
             1990 is hereby incorporated herein by reference.

        (7)  Exhibit No. 4.1 to the Form 8-K dated October 29, 1991 is hereby
             incorporated herein by reference.

        (8)  Exhibit No. 4(a) to Form 10-Q for the quarter ended July 2, 1994
             is hereby incorporated herein by reference.

        (9)  Exhibit No. 4(b) to Form 10-Q for the quarter ended July 2, 1994
             is hereby incorporated herein by reference.

        (10) Exhibit No. 4(c) to Form 10-Q for the quarter ended July 2, 1994
             is hereby incorporated herein by reference.

        (11) Exhibit No. 4(a) to Form 10-Q for the quarter ended September
             30, 1995 is hereby incorporated herein by reference.

        (12) Exhibit No. 10(a) to Form 10-K for the year ended December 30,
             1995 is hereby incorporated herein by   
             reference.

        (13) Exhibit No. 10(e) to Form 10-K for the year ended December 29,
             1990 is hereby incorporated herein by reference.

        (14) Exhibit No. 19(e) to Form 10-Q for the quarter ended April 3,
             1993 is hereby incorporated herein by reference.

        (15) Exhibit No. 10 to Form 10-K for the year ended January 1, 1983
             is hereby incorporated herein by reference.

        (16) Exhibit No. 10(k) to Form 10-K for the year ended December 31,
             1988 is hereby incorporated herein by reference.

        (17) Exhibit No. 10(g) to Form 10-K for the year ended December 28,
             1991 is hereby incorporated herein by reference.

        (18) Exhibit No. 10(b) to Form 10-Q for the quarter ended October 1,
             1994 is hereby incorporated herein by reference.

        (19) Exhibit No. 10(j) to Form 10-K for the year ended December 30,
             1989 is hereby incorporated herein by reference.

        (20) Exhibit No. 10(a) to Form 10-Q for the quarter ended April 2,
             1994 is hereby incorporated herein by reference.

        (21) Exhibit No. 10(l) to Form 10-K for the year ended December 30,
             1989 is hereby incorporated herein by reference.

        (22) Exhibit No. 10(b) to Form 10-Q for the quarter ended April 2,
             1994 is hereby incorporated herein by reference.

        (23) Exhibit No. 10(a) to Form 10-Q for the quarter ended March 28,
             1992 is hereby incorporated herein by reference.

        (24) Exhibit No. 6(a) to Form 10-Q for the quarter ended July 4, 1987
             is hereby incorporated herein by reference.

        (25) Exhibit No. 19(a) to Form 10-Q for the quarter ended October 3,
             1987 is hereby incorporated herein by reference.

        (26) Exhibit No. 10(r) to Form 10-K for the year ended December 30,
             1989 is hereby incorporated herein by reference.

        (27) Exhibit No. 10(s) to Form 10-K for the year ended January 1,
             1994 is hereby incorporated herein by reference.

        (28) Exhibit No. 10(a) to Form 10-Q for the quarter ended October 2,
             1993 is hereby incorporated herein by reference.

        (29) Exhibit No. 10(a) to Form 10-Q for the quarter ended October 1,
             1994 is hereby incorporated herein by reference.

        (30) Exhibit No. 10(bb) to Form 10-K for the year ended December 31,
             1994 is hereby incorporated herein by reference.

        (31) Exhibit No. 10(dd) to Form 10-K for the year ended December 31,
             1994 is hereby incorporated herein by reference.

   *  Exhibits 10(a) through 10(z) are management contracts or compensatory
   plans or arrangements.
   All documents incorporated herein by reference are filed with the
   Commission under File No. 0-6187.

          (b)   Reports on Form 8-K. No Current Reports on Form 8-K were
                filed by the Corporation during the quarter ended December
                28, 1996.


   <PAGE>
   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

   We have audited, in accordance with generally accepted auditing standards,
   the consolidated financial statements included in the Banta Corporation
   annual report to shareholders and incorporated by reference in this Form
   10-K, and have issued our report thereon dated January 27, 1997. Our audit
   was made for the purpose of forming an opinion on those statements taken
   as a whole. The schedule listed in the index in item 14(a) (2) is the
   responsibility of the Corporation's management and is presented for
   purposes of complying with the Securities and Exchange Commission's rules
   and is not part of the basic financial statements. The schedule has been
   subjected to the auditing procedures applied in the audit of the basic
   financial statements and, in our opinion, fairly states in all material
   respects the financial data required to be set forth therein in relation
   to the basic financial statements taken as a whole.




          ARTHUR ANDERSEN LLP

   Milwaukee, Wisconsin,
   January 27, 1997.

   <PAGE>

                                BANTA CORPORATION
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
     YEARS ENDED December 28, 1996, December 30, 1995, and December 31, 1994

                                      DOLLARS IN THOUSANDS


                    BALANCE,   ADDITIONS    CHARGES
                   BEGINNING  CHARGED TO  TO RESERVE,             BALANCE, END
                    OF YEAR    EARNINGS       NET        OTHER      OF YEAR
   Reserve for
   Doubtful
   Receivables:

     1996         $    3,414   $     889   $      817  $       0   $    3,486
                      ======      ======       ======     ======       ======
     1995         $    3,984   $     861   $    1,431  $       0   $    3,414
                      ======      ======       ======     ======       ======
     1994         $    2,943   $   1,565   $      524  $       0   $    3,984
                      ======      ======       ======     ======       ======

   <PAGE>

                                   SIGNATURES

     Pursuant to the requirements 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.

              BANTA CORPORATION                                   

   DATE:    March 24, 1997            BY:  /s/ DONALD D. BELCHER     
                                         Donald D. Belcher, Chairman of the
                                         Board

        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 and on the dates indicated.

   /s/ DONALD D. BELCHER                            March 24, 1997 
   Donald D. Belcher, Chairman, President and
     Chief Executive Officer


   /s/ GERALD A. HENSELER                           March 24, 1997
   Gerald A. Henseler, Executive Vice 
     President, Chief Financial Officer, and Director


   /s/ ROBERT A. KREIDER                            March 24, 1997
   Robert A. Kreider, Treasurer


   /s/ BERNARD S. KUBALE                            March 24, 1997
   Bernard S. Kubale, Director


   /s/ DONALD TAYLOR                                March 24, 1997 
   Donald Taylor, Director


   /s/ JAMESON A. BAXTER                            March 24, 1997 
   Jameson A. Baxter, Director


   /s/ GEORGE T. BROPHY                             March 24, 1997  
   George T. Brophy, Director

   <PAGE>

                     Form 10-K, Year Ended December 28, 1996

                                  EXHIBIT INDEX
                                                         
   Exhibit Number                                    
   Numbering System

      3.(b)   Amendment to Bylaws dated October 29, 1996    

      3.(c)   Amendment to Bylaws dated December 10, 1996   

      3.(d)   Bylaws, as amended                            

     10.(b)   Amendment to Amended and Restated Supplemental
              Retirement Plan for Key Employees             

     10.(m)   Deferred Compensation Plan for Directors,
              as amended                                    

     10.(s)   Long-term Incentive Plan, as amended          

     10.(t)   1991 Stock Option Plan, as amended            

     10.(y)   Banta Corporation 1995 Equity Incentive Plan, as
              amended                                       

     10.(z)   Banta Corporation Director Stock Grant Plan   

     13.      Annual Report to Shareholders for the fiscal
              year ended December 28, 1996                  

     21.      List of Subsidiaries                          

     23.      Consent of Arthur Andersen LLP                

     27.      Financial Data Schedule [EDGAR version only]