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 January 2, 1999

                                       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:  (920) 751-7777
Securities registered pursuant to Section 12(b) of the Act:

                                                Name of Each Exchange
      Title of Each Class                       On Which Registered
      -------------------                       ---------------------
  Common Stock, $.10 par value                 New York Stock Exchange
Rights to Purchase Common Stock                New York Stock Exchange
                      

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

       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  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 5, 1999: $614,585,000

       Number  of  shares  of  common  stock  outstanding  as of March 5,  1999:
27,777,309.

                       DOCUMENTS INCORPORATED BY REFERENCE
(1)    Annual  Report  to  Shareholders  for the  year  ended  January  2,  1999
       (incorporated into Parts I and II).
(2)    Definitive  Proxy Statement for annual meeting of shareholders to be held
       on April 27, 1999 (incorporated into Part III).


<PAGE>



                                     PART I
Item 1. Business.

General.

       Banta  Corporation  (the  "Corporation"  or "Banta"),  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,  Menasha,  Wisconsin,  54952.  The Corporation had a
total of approximately 7,000 employees at the end of fiscal 1998.

       The Corporation  operates in one primary business  segment,  print,  with
other business operations in turnkey services and healthcare products. The print
segment provides comprehensive single source print and print-related services to
publishers  of  educational  and  general  books,  direct  marketing  materials,
consumer  and  business  catalogs and special  interest  magazines.  The turnkey
services operation provides project  management,  product assembly,  fulfillment
and product localization  services primarily to technology companies in the U.S.
and  Europe.  Healthcare  products is  primarily  engaged in the  production  of
disposable  products used in outpatient  clinics,  dental offices and hospitals.
The healthcare  operation also has product lines with related  applications  for
the food  service  industry  and film  sales.  At the end of  fiscal  1998,  the
Corporation's  operations  were  conducted at 36  production  facilities  in the
United States located in Wisconsin,  Minnesota,  Connecticut,  Florida,  Georgia
Illinois, Massachusetts,  Michigan, Missouri, North Carolina, Ohio, Texas, Utah,
Virginia and Washington and at five European  production  facilities  located in
Ireland, Scotland and The Netherlands.

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


                                1998      1997    1996
                                ----      ----    ----
    
             Books               29%       30%     29%

             Direct Marketing    25        25      25

             Catalogs            24        23      24
      
             Magazines           16        14      14
                                
             Other                6         8       8
                                ----      ----    ---- 
                TOTAL           100%      100%    100%
                                ====      ====    ====
                               
During 1998, the Corporation  acquired all the outstanding capital stock of Type
Designs,  Inc.,  which  provides a full range of design and  graphic  production
services.   The  Corporation  also  acquired  the  assets  and  assumed  certain
liabilities of Meadows Information Systems, Inc., which develops page layout and
design  software  products.  The  Corporation  also acquired a 30 percent equity
interest in Morgan  Impresores  S.A., a Santiago,  Chile - based company,  which
provides a wide variety of print materials and specialty product labels.

                                       2
<PAGE>

       Certain  matters  discussed  in  this  Annual  Report  on Form  10-K  are
"forward-looking  statements"  intended  to qualify  for the safe  harbors  from
liability  established by the Private Securities  Litigation Reform Act of 1995.
In  addition,  management  of  the  Corporation  may  from  time  to  time  make
forward-looking  statements  intended  to qualify for such safe  harbors.  These
forward-looking  statements  can  generally  be  identified  as such because the
context of the statement will include words such as the Corporation  "believes,"
"anticipates" or "expects," or words of similar imports.  Similarly,  statements
that  describe the  Corporation's  future  plans,  objectives  or goals are also
forward-looking  statements.  Such  forward-looking  statements  are  subject to
certain  risks and  uncertainties  which  could cause  actual  results to differ
materially from those currently  anticipated.  Factors that could affect results
include,  among  others,  changes in  customers'  demand  for the  Corporation's
products,  changes in raw material costs and  availability,  pricing  actions by
competitors,  success in implementing the Corporation's plan to enhance revenues
and margins,  unanticipated  events relating to achieving Year 2000  compliance,
and general changes in economic  conditions.  Shareholders,  potential investors
and other readers are urged to consider  these  factors  carefully in evaluating
the forward-looking  statements and are cautioned not to place undue reliance on
such forward-looking statements.

Customers.

       The  Corporation  sells its  products  and  services to a large number of
customers and generally  does not have long-term  production  contracts with its
customers.  Production agreements covering one to three years are, however, more
frequent for turnkey services,  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  29%, 27% and 28% of net sales during 1998, 1997 and
1996, respectively. No customer accounted for more than 10% of the Corporation's
net sales in 1998,  1997 or 1996. 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.

       Set forth below is a description of the primary  markets the  Corporation
serves:

o      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  as  publisher  consolidations  have
resulted in fewer companies offering  educational  products.  Additionally,  the
effort to improve the nation's educational system has prompted schools to invest
portions of their curriculum budget in alternate teaching methods. Some of these
efforts have replaced consumable workbooks with other instructional materials. A
strong textbook  adoption period is projected for years 2000 and 2001, with some
potential benefit for late 1999.

       The Corporation has three facilities  serving the computer  equipment and
software  industry's  print manuals,  all of which use offset  printing and high
speed  photocopying.  During the last  several  years  print  documentation  for
computer  software  and hardware  has been  increasingly  replaced by CD-ROM and
online documentation.  Banta's operations serving the software and documentation
markets have been  successful in  reinforcing  their sales efforts  toward other
publishers who utilize formats that fit the  Corporation's  existing  equipment,
including self-help instructional books and other softcover products.

     The  Corporation's  book  units  also  produce   multimedia   products  for
educational and other publishers.

                                       3
<PAGE>


o      Direct Marketing

       Printed materials for direct marketing  customers are provided  primarily
by three plants. 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.  Banta  believes  that this  capability  is
important to its customers.  The Corporation  also performs  limited mailing and
fulfillment services for its direct marketing customers.

o      Catalogs

       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.

o      Magazines

       The  Corporation's  three plants serving the magazine market print,  sort
and mail magazines  representing more than 700 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.   During  1998,  the
Corporation  completed a significant  expansion of its Kansas City, Mo. facility
to provide needed capacity to service its magazine customers.

o      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   facilities  also  perform  computer  disk
replication, product packaging and distribution.

o      Healthcare Products

       One of the Corporation's operating units, Banta Healthcare Products, Inc.
(BHP),  converts poly film and paper into single-use products for the healthcare
and food service  industries.  In addition,  BHP extrudes films, using both cast
and blown  extruders,  for use in its  manufacturing  processes  and for sale to
external  customers.  Its products  include plastic garment covers,  examination
gowns, stretcher sheets, examination table paper and pillow covers.

o      Other

       Prepress services are provided by four of the Corporation's facilities 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. The acquisitions of Type Designs,
Inc.  and  Meadows  Information  Systems,  Inc.  further  position  Banta  as  a
single-source provider of multiple graphic communications solutions.

                                       4
<PAGE>



       The  Corporation's   Digital  Content  Management   Solutions  Center  in
Cambridge  Massachusetts  provides sophisticated database systems for archiving,
managing, retrieving and enabling multiple uses of customer digital information.
The  Corporation's   service  offerings  also  include  CD-ROM  production,   CD
Interactive  programming and the development of interactive  online products for
the World Wide Web including  web site hosting and  maintenance  and  electronic
commerce  solutions.  During  1998,  resources  were devoted to  developing  the
Corporation's B media digital content  management system to automate  customers'
production process by streamlining  information  storage and retrieval for print
and electronic  distribution.  Initial software  programs were developed in 1998
and additional enhancements are expected to be available by mid-year 1999.

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  continues to  experience  consolidation
over the last few 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
quality  of  finished  products,  distribution  capabilities,  ongoing  customer
service,  price 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,
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 price  discounting.
In the educational book market,  for instance,  activity is greater in the first
half of the year,  and in the other  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.

       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.
In 1998  and  1997  the  price  of paper  grades  used  most  frequently  by the
Corporation remained stable.

       The  Corporation  uses a number of other  raw  materials  including  ink,
resins,  packaging  materials and  subcontracted  components.  The cost of these
materials remained relatively stable in 1998 and 1997.

Development.

The graphic arts industry,  made up primarily of firms much smaller in size than
the  Corporation,  tends to rely  upon  equipment  and  material  suppliers  for
research and development.  The Corporation is engaged in long-range research and
development  relating  to  technology  and  system  enhancements,  and has spent
significant  amounts  of  money  for such  purposes.  Research  and  development
investments  by the  Corporation  are above  the  industry  average.  One of the
objectives 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.

                                       5
<PAGE>


       To help fulfill its research and development objectives,  the Corporation
maintains labs staffed with full-time personnel whose task is to enhance current
technologies  for  market-specific  applications.  The  effort  is guided by the
Corporation's   Research  and   Development   Council,   which  is  made  up  of
representatives  from seven different Groups. The Corporation also has increased
its  emphasis on the  development  of new  products  and services in many areas,
including  the  development  of digital  technologies  that  encompass  software
solutions for digital  content  management and electronic  commerce.  During the
last  several  years,  60  professional  and  technical  employees  have  worked
primarily on research and development activities. Additionally, approximately 10
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 1999. 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 resulting
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 12 to the Corporation's Consolidated Financial Statements in the
Corporation's Annual Report to Shareholders for the fiscal year ended January 2,
1999  includes  information  on  the  Corporation's   foreign  operations.   The
disclosures  contained  in such  footnote  are  hereby  incorporated  herein  by
reference.

                                       6
<PAGE>


                      EXECUTIVE OFFICERS OF THE CORPORATION
                      -------------------------------------

Name, Age, Position                 Business Experience During Last Five Years
-------------------                 ------------------------------------------

Donald D. Belcher; 60. . . . . .    Chairman  of the  Board  of the  Corporation
  Chairman, President and Chief     since   May   1995;   President   and  Chief
  Executive Officer                 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; 58   . . . .    Executive Vice President and Chief Financial
 Executive Vice President and       Officer of the Corporation
  Chief Financial Officer                
 
Ronald D. Kneezel; 42   . . . .     Vice   President,    General   Counsel   and
 Vice President, General Counsel    Secretary of the Corporation.               
  and Secretary                      


Dennis J. Meyer; 43  . . . . . .    Vice President Marketing of the Corporation.
 Vice President Marketing

John E. Tiffany; 59  . . . . . .    Vice   President    Manufacturing   of   the
  Vice President Manufacturing      Corporation.                                

Henry M. Wells, III; 54  . . . .    Vice  President   Human   Resources  of  the
 Vice President Human Resources     Corporation  since April  1996;  Senior Vice
                                    President   of  EJ  Brach   Corporation   (a
                                    confectioner)  from 1988 until  joining  the
                                    Corporation.                                


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

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

                                       7
<PAGE>




Item 2.  Properties.

       The  Corporation  and its  subsidiaries  own operating  plants located in
Wisconsin,  Connecticut,  Ohio, Minnesota,  Missouri,  North Carolina,  Utah and
Virginia,  as well as several warehouse facilities for storage of materials.  As
of the  end of  fiscal  1998,  these  owned  facilities  included  approximately
3,443,000  square  feet of space  utilized  as follows:  office  space  327,000,
manufacturing  1,847,000 and warehouse  1,269,000.  The  Corporation  leases its
headquarters office located in Menasha,  Wisconsin.  The Corporation also leases
production  facilities in Wisconsin,  California,  Florida,  Georgia,  Illinois,
Massachusetts,  Michigan,  Minnesota,  Texas,  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  2,859,000 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 $1,790,000
as of January 2, 1999.

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,  the
payment of cash dividends by the Corporation is subject to certain  limitations.
As of January 2, 1999,  approximately  $127,162,000 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  January 2, 1999 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 January 2,
1999 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  January 2, 1999 is hereby
incorporated herein by reference in response to this Item.

                                       8
<PAGE>


Item 7A.  Quantitative and Qualitative Discussion about Market Risk.

       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  January 2, 1999 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
January 2, 1999 and January 3, 1998, and the related Consolidated  Statements of
Earnings,  Cash Flows and  Shareholders'  Investment  for the fiscal years ended
January 2, 1999,  January  3, 1998 and  December  28,  1996,  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 January 2, 1999, 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 January 2, 1999 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 captions  "Election of Directors"  and "Other
Matters-Section  16(a) Beneficial Ownership Reporting  Compliance"  contained in
the  Corporation's   definitive  proxy  statement  for  the  annual  meeting  of
shareholders to be held on April 27, 1999, 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 27, 1999,
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  27,  1999,  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  subheading   "Board  of   Directors-Certain
Transactions"  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 27, 1999, as filed with the Securities and Exchange Commission,  is hereby
incorporated herein by reference in response to this Item.

                                       9
<PAGE>


                                     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:
          Report of Independent Public Accountants                    19
          Consolidated Balance Sheets
            January 2, 1999 and January 3, 1998                       20
          For the fiscal years ended January 2, 1999,   
            January 3, 1998 and December 28, 1996:
              Consolidated Statements of Earnings                     21
               Consolidated Statements of Cash Flows                  22
               Consolidated Statements of
                 Shareholders' Investment                             23
          Notes to Consolidated Financial Statements                 24-32

     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
          (c)  Bylaws, as amended

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

          [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 under which the
          total  amount of  securities  authorized  does not  exceed  10% of the
          registrant's consolidated assets.]


                                       10
<PAGE>






        *10.  (a)    Amended and Restated  Supplemental  Retirement Plan for Key
                     Employees(8)
              (b)    Amendment to Amended and Restated  Supplemental  Retirement
                     Plan for Key Employees(9)
              (c)    Form of Agreement with Gerald A. Henseler(10)
              (d)    Form of Agreement with Ronald D. Kneezel(11)
              (e)    Form  of  Agreements  with  Dennis  J.  Meyer  and  John E.
                     Tiffany(12)
              (f)    Agreement with Donald D. Belcher(13)
              (g)    1985  Deferred  Compensation  Plan  for Key  Employees,  as
                     amended and restated(14)
              (h)    1988  Deferred  Compensation  Plan  for Key  Employees,  as
                     amended and restated(15)
              (i)    Basic   Form   of    Deferred    Compensation    Agreements
                     under(pre-January 1994) 1985 and 1988 Deferred Compensation
                     Plans for Key Employees(16)
              (j)    Basic Form of Deferred  Compensation  under  (post-December
                     1993) 1988 Deferred Compensation plan for Key Employees(17)
              (k)    Deferred Compensation Plan for Directors, as amended(18)
              (l)    Revised Form of Indemnity  Agreements  with  Directors  and
                     Certain Officers(19)
              (m)    Executive Trust Agreement(20)
              (n)    Amendment to Executive Trust Agreement(21)
              (o)    1991 Stock Option Plan, as amended(22)
              (p)    Description of Supplemental Long-term Disability Plan(23)
              (q)    Letter Agreement with Donald D. Belcher(24)
              (r)    Agreement with Gerald A. Henseler(25)
              (s)    Banta   Corporation   1995  Equity   Incentive   Plan,   as
                     amended(26)
              (t)    Banta Corporation Director Stock Grant Plan(27)
              (u)    Economic Profit Incentive Compensation Plan (28)
              (v)    Economic Profit Long-term Incentive Compensation Plan (29)

         13.         Portions of Annual Report to  Shareholders  for fiscal year
                     ended  January 2, 1999 that are  incorporated  by reference
                     herein.

         21.         List of Subsidiaries.

         23.         Consent of Arthur Andersen LLP.

         27.         Financial  Data  Schedule for the twelve month period ended
                     January 2, 1999.


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

                                       11

<PAGE>




      (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(a) to Form 10-Q for the quarter  ended July 2, 1988 is
           hereby incorporated herein by reference.

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

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

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

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

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

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

      (9)  Exhibit No.  10(b) to Form 10-K for the year ended  December 28, 1996
           is hereby incorporated herein by reference.

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

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

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

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

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

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

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

All documents incorporated herein by reference are filed with the Commission
under File No. 0-6187

                                       12
<PAGE>


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

      (18) Exhibit No.  10(m) to Form 10-K for the year ended  December 28, 1996
           is hereby incorporated by reference.

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

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

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

      (22) Exhibit No.  10(t) to Form 10-K for the year ended  December 28, 1996
           is hereby incorporated herein by reference.

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

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

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

      (26) Exhibit No.10(y) to Form 10-K for the year ended December 28, 1996 is
           hereby incorporated herein by reference.

      (27) Exhibit No.  10(z) to Form 10-K for the year ended  December 28, 1996
           is hereby incorporated herein by reference.

      (28) Exhibit No.  10(x) to Form 10-K for the year ended  January  3,  1998
           is hereby incorporated herein by reference.

      (29) Exhibit No.  10(y) to Form 10-K for the year ended  January  3,  1998
           is hereby incorporated herein by reference.


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 January 2, 1999

                                       13
<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  February 1, 1999.  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,
February 1, 1999.


                                       14
<PAGE>


                                BANTA CORPORATION
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
       YEARS ENDED January 2, 1999, January 3, 1998 and December 28, 1996

<TABLE>
<CAPTION>


                              DOLLARS IN THOUSANDS
                    ----------------------------------------

                      BALANCE,         ADDITIONS         CHARGES
                    BEGINNING OF       CHARGED TO           TO                              BALANCE,
                        YEAR            EARNINGS       RESERVE, NET         OTHER         END OF YEAR
                   --------------     ------------    -------------     ------------    ---------------


Reserve for
Doubtful
Receivables

<S>                         <C>              <C>              <C>            <C>                  <C>   
  1998                      3,708            1,728            1,757          156 (1)              3,835 
                      ===========     ============      ===========     ============       ============

  1997                      3,486            1,408            1,436           250(1)              3,708 
                      ===========     ============      ===========     ============       ============
                                                                          
  1996                      3,414              889              817                0              3,486   
                      ===========     ============      ============    ============       ============


       (1)    Consists of additions to the reserve related to acquisitions.
</TABLE>

                                       15
<PAGE>



                                   SIGNATURES

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

                                  BANTA CORPORATION

DATE:    March 31, 1999           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 31, 1999  
---------------------                           ------------------
Donald D. Belcher, Chairman, President and
  Chief Executive Officer


/s/ GERALD A. HENSELER                            March 31, 1999  
----------------------                          ------------------
Gerald A. Henseler, Executive Vice
  President, Chief Financial Officer,
  and Director


/s/ BERNARD S. KUBALE                             March 31, 1999 
---------------------                           -----------------
Bernard S. Kubale, Director


/s/ JAMESON A. BAXTER                             March 31, 1999  
---------------------                           ------------------
Jameson A. Baxter, Director


/s/ RICHARD L. GUNDERSON                          March 31, 1999  
------------------------                        ------------------
Richard L. Gunderson, Director


/s/ JOHN F. BERGSTROM                             March 31, 1999
 --------------------                           ------------------
John F. Bergstrom, Director

                                       16
<PAGE>


                        BANTA CORPORATION File No. 0-6187
                      Form 10-K, Year Ended January 2, 1999

-/**                                  EXHIBIT INDEX
                                  ---------------------


Exhibit Number
--------------
   3(b)  Amendment to Bylaws

   3(c)  Bylaws, as amended

   13.  Annual Report to Shareholders for the fiscal year ended January 2, 1999

   21.  List of Subsidiaries

   23.  Consent of Arthur Andersen LLP

   27. Financial Data Schedule [EDGAR version only].