[Page 20 of the Annual Report]

   Five-Year Summary of Selected Financial Data
   Not Covered by Report of Independant Public Accountants

   <TABLE>
   <CAPTION>
                                           Dollars in thousands (except per share data)

                                              1995        1994          1993         1992        1991  
   <S>                                    <C>           <C>           <C>          <C>         <C>   
   Summary of Earnings (1)
   Net sales                              $1,022,650    $811,330      $691,244     $637,416    $565,473
   Net earnings from continuing 
      operations                              53,550      47,228        40,992       35,662      28,219
   Net earnings                               53,550      47,228        40,992       35,662      20,619
   Net earnings per common share
     from continuing operations (2)             1.75        1.56          1.36         1.19         .96
   Net earnings per common share (2)            1.75        1.56          1.36         1.19         .70
   Dividends paid per common share (2)           .37         .35           .31          .27         .25

   Financial Summary
   Working capital                           187,956     101,422       106,171      102,214      98,323
   Net plant and equipment                   313,718     293,662       232,888      205,246     200,938
   Total assets                              678,809     577,763       457,433      410,182     397,464
   Long-term debt                            134,953      67,834        45,603       52,491      64,061
   Interest expense                            9,891       5,902         5,346        5,786       5,398
   Shareholders' investment                  387,112     331,587       292,428      258,237     226,967
   Book value per share of
     common stock (2) (3)                      12.55       10.98          9.75         8.67        7.71

   <FN>
   (1)  All years comprised 52 weeks except 1992 which comprised 53 weeks.

   (2)  Per share amounts have been adjusted for the three-for-two stock splits distributed in  March 1996 and April 1993.

   (3)  Book values per share for common stock are based on shares outstanding at year-end, as adjusted for stock splits.

   </TABLE>

                   [Pages 21 through 23 of the Annual Report]

   Management's Discussion and Analysis of Financial Position and Operations

   Operational Highlights

        Banta Corporation achieved record sales and earnings in 1995,
   including a sales  milestone by recording revenue of more than one billion
   dollars for the first time.  The strong sales gain of $211 million, an
   increase of 26% from 1994 levels, to $1.023 billion was aided by:

   -    The October 1995 acquisition of B.G. Turnkey Services Limited, a
        company serving the computer software and hardware industry primarily
        in Europe, representing about one-quarter of the 1995 sales gain.

   -    Historical and significant increases in paper prices during 1995,
        representing approximately one-half of the sales increase.

   -    Continued market penetration for most of our operating units.

   -    Utilization of the new press capacity installed during 1994 and 1995.

         Along with record sales were record profits.  Net earnings of $53.5
   million represented an increase of 13.4% over 1994's record of $47.2
   million.  Earnings per share increased 12.2% to $1.75 per share.

         During 1995, Banta advanced its goal of increasing the proportion of
   its revenue from non-traditional print related activity. The acquisition
   of B.G. Turnkey Services significantly increases Banta's assembly,
   fulfillment and distribution services revenue. At the same time the
   acquisition of these European operations increases Banta's global scope,
   also a primary goal. Two smaller acquisitions improved Banta's ability to
   provide online services via the Internet's World Wide Web and expanded its
   coverage of the single-use health care products market.

         Acquisitions have been and are expected to continue to play a
   strategic and significant part in Banta's growth strategies. Management
   currently expects acquisitions to provide about one-third of Banta's
   future revenue gains.  Banta's acquisitions reinforce its commitment to
   provide growth opportunities for its business units.  Banta's 1994
   acquisitions, which accounted for 40% of that year's sales gain, were both
   traditional print companies.

         Significant increases in paper prices occurred during the fourth
   quarter of 1994 and throughout 1995.  Paper prices averaged more than one-
   third higher in 1995 than in 1994.  As is customary in the graphic arts
   industry, sales prices to Banta's customers were increased to reflect the
   higher paper costs.  Most paper grades were on allocation during 1995,
   however the solid relationships Banta maintains with major paper suppliers
   allowed Banta to meet customer needs and accomodate the Corporation's
   added production capacity.  Due to the substantial increase in delivery
   times, Banta's paper inventories increased by approximately one-third
   during late 1994 and early 1995.  These quantities were aggressively
   reduced to more traditional levels at 1995 year-end.  During the fourth
   quarter of 1995 paper prices stabilized somewhat, and it is anticipated
   that allocation restrictions may be reduced or eliminated in 1996 due to
   the softening demand for paper.

         During 1995, pricing remained competitive within the graphic arts
   industry as customers were burdened by the significant paper price
   increases, as well as postage rate increases, and they continued to look
   for ways to reduce costs.  Unit value-added sales prices continue to trend
   lower, reflecting the competitive markets. Banta has, however, generally
   been able to accommodate the lower pricing and still maintain its historic
   margin levels for these services primarily due to productivity
   improvements. Banta has aggressively invested in modern, technologically
   advanced equipment which has led to productivity gains. Banta also
   achieved gains through its Continuous Improvement programs and the efforts
   of its conscientious, dedicated employees in providing superior responses
   to customers' needs.

         Banta's earnings from operations as a percentage of sales dropped
   from 10.3% in 1994 to 9.6% in 1995. This reduction was primarily due to
   the higher paper prices, which generate lower margins, and the increased
   proportion of sales from assembly, packaging and distribution services,
   which contain a higher material content and therefore lower margins. These
   project management activities, however, require less capital investment
   and therefore are expected to provide greater return on investment than
   traditional print activities.

         Banta continues to investigate and invest in alternative methods of
   providing services that are expected to assist customers in distributing
   their information in a broad spectrum of media, including traditional
   print, digital print, CD-ROM and online. Banta also continues to make
   strategically important investments in digital technologies, remaining at
   the forefront of the graphic arts industry.

   Net Sales

         The Corporation classifies its sales as follows: commercial
   (catalogs, direct marketing materials and single-use products); books
   (educational, general, trade, data manuals and project management
   services); magazines; and other (point-of-purchase, security products and
   digital imaging services). Net sales for the market classifications, as a
   percent of consolidated net sales, were as follows:

                            1995      1994      1993

   Commercial                47%       46%       44%
   Books                     34        32        34
   Magazines                 11        12        12
   Other                      8        10        10
                            ---       ---       ---
                            100%      100%      100%
                            ===       ===       ===
         Percentage increases (decreases) in sales by market classification
   for 1995 compared with 1994 were as follows: commercial - 29%; books -
   34%; magazines - 18%; and other - (4)%.

         Acquisitions completed during 1994 and 1995 represented
   approximately 26% of the sales increase in the commercial market
   classification. Paper price increases represented approximately 50% of the
   commercial market sales increase. High utilization of the Corporation's
   first new-generation, 48-page press, which was installed during the third
   quarter of 1994, also contributed to the sales increase. The units which
   comprise the Banta Direct Marketing Group experienced higher levels of
   utilization in 1995 than they did in 1994, which also contributed to the
   sales increase.

         Book market sales increased in all categories. The acquisition of
   B.G. Turnkey Services represented over 60% of the sales increase in this
   market classification for 1995, which resulted in a large increase in
   project management services sales. Paper price increases represented
   approximately 30% of this market's sales increase. The remainder of the
   sales gain came primarily from educational and trade books. Demand for
   printed software documentation softened as digital documentation delivery
   gained wider acceptance, a trend expected to continue.

         During 1995, Banta continued to gain new titles and market share in
   special-interest magazines. The 1995 sales increase resulted from
   increased market penetration, higher paper prices and increased spending
   for magazine advertising pages. The two plants serving this market each
   added an eight-unit press during the second half of 1995, which provided
   the capacity necessary to service the sales increase.

         The sales decrease in the "other" classification resulted from lower
   utilization in each of the plants included in the classification. Activity
   levels at the Banta Digital Group facilities were impacted by the absence
   of 1994's large volume of packaging work that resulted from the new
   government labeling requirements. Sales volume was also affected by the
   conversion of more projects from manual to electronic processes, which
   reduced sales prices per unit. 

         Sales for 1994 increased 17% over 1993. All of the Corporation's
   market classifications registered sales increases for 1994; commercial -
   22%; books - 10%; magazines - 14%; and other - 16%.

         The acquisition of Danbury Printing & Litho in 1994 accounted for
   50% of the increase in the commercial market. Also contributing to the
   increase were the production of several biennial business-to-business
   catalog projects, press additions at three plants, and high levels of
   production activity late in the year due to customers' desire to mail
   product prior to the January 1, 1995, postage rate increase. The increase
   in book market sales resulted from the acquisition of United Graphics
   during the third quarter of 1994 and the increased sale of software
   documentation and project management services, which were facilitated by
   new fulfillment capabilities and capacity additions. The Corporation's
   special-interest magazine facilities increased sales as a result of
   greater market penetration and increased advertising pages. The increase
   in the "other" classification resulted from higher prepress service sales,
   which benefited from the government labeling requirements and new service
   offerings.

   Cost of Goods Sold

         In 1995, cost of goods sold as a percent of sales was 78.9% compared
   with 77.0% in 1994 and 76.8% in 1993. This overall margin decline in 1995
   resulted from several factors. Since the sale of paper generally has lower
   margins than manufacturing sales, the increase in paper sales reduced
   average margins. Also contributing to the margin decline was the inclusion
   of B.G. Turnkey Services in the fourth quarter. Its project management
   services generally provide lower margins than Banta's traditional print
   businesses because material content for these services represents a
   significantly greater proportion of the total sales. The Corporation's use
   of the LIFO inventory valuation method resulted in LIFO adjustments, which
   increased (reduced) cost of goods sold by $4,014,000, $844,000 and
   ($272,000) in 1995, 1994 and 1993, respectively. The change in LIFO
   valuation adjustment between 1995 and 1994, which is primarily due to the
   significant paper price increases, represents about one-third of the cost
   of goods sold percentage increase. Offsetting a portion of the increase in
   the cost of goods sold percentage were increased margins for the direct
   marketing materials operations of the commercial market due to increased
   plant utilization. Depreciation expense increased $9.2 million in 1995
   compared to 1994 as a result of the $64 million in capital expenditures in
   1995 and the acquisitions completed in 1994 and 1995. In 1994,
   depreciation increased $7.7 million compared to 1993. The increase in the
   cost of sales percentage for 1994 compared to 1993 was primarily the
   result of the increased LIFO valuation adjustments, as well as the cost of
   new capacity added in 1994 and lower margins associated with operations
   acquired in 1994.

   Expenses

         Selling and administrative expenses as a percentage of sales were
   11.5%, 12.7% and 12.7% in 1995, 1994 and 1993, respectively. Selling and
   administrative expenses increased $15.1 million (14.7%) in 1995 and $15.1
   million (17.2%) in 1994. The 1995 increase includes $7.9 million of costs
   (52% of the increase) related to the 1995 and 1994 acquisitions. 

         The remainder of the increase is due to costs required to support
   the sales increases generated from the Corporation's other operations,
   including sales commissions on the large revenue gains. Of the 1994
   expense increase, $5.3 million (35%) was due to acquisitions, with the
   remainder being costs necessary to support the additional 1994 sales
   volume.

   Earnings From Operations and Interest Expense

         Earnings from operations as a percent of sales were 9.6%, 10.3%, and
   10.5% in 1995, 1994 and 1993, respectively.  Interest expense was $9.9
   million, $5.9 million and $5.3 million in 1995, 1994 and 1993,
   respectively. During 1995, the Corporation's average debt levels increased
   due to acquisitions, capital expenditures and increased average investment
   in working capital as a result of higher paper prices, higher inventory
   levels due to the tight paper market and higher activity levels in
   general. The increased debt levels caused the higher interest expense in
   1995. The interest expense increase in 1994 compared to 1993 resulted from
   higher average borrowing levels and rising interest rates.

         Pretax earnings as a percent of sales were 8.7%, 9.7% and 9.9% in
   1995, 1994 and 1993, respectively.  Effective income tax rates were 39.9%,
   40.0% and 40.3% in 1995, 1994 and 1993, respectively. The small reduction
   in the effective tax rate in 1995 was due to lower tax rates on earnings
   of the European operations. An additional slight reduction in the
   effective tax rate is expected in 1996 as the European operations will be
   included for a full year.

   Liquidity and Capital Resources

   Selected                            Dollars in thousands 
   Financial Data                      (except current ratio)

                                       1995           1994        1993   

   Cash                             $  27,130      $     370   $    8,230
   Receivables                        199,151        169,613      125,004
   Inventories                         70,750         67,797       52,447
   Notes payable                          -           56,001       20,800
   Accounts payable and
     accrued liabilities              114,997         82,668       64,074
   Working capital                    187,956        101,422      106,171
   Long-term debt                     134,953         67,834       45,603
   Shareholders' investment           387,112        331,587      292,428
   Long-term debt to total
     long-term debt and 
     shareholders' investment           25.8%          17.0%        13.5%
   Current Ratio                         2.53           1.69         2.16


        During 1995, the Corporation issued $75 million of long-term debt at
   interest rates ranging from 6.81% to 7.98%.  The proceeds were used to
   repay all of Banta's short-term debt and to finance acquisitions.
   Management believes the Corporation's liquidity continues to be strong and
   the degree of leverage allows the Corporation to finance, at attractive
   borrowing rates, its capital expenditures, as well as any other investment
   opportunities that may arise.

        The $56 million reduction in short-term debt and the $27 million
   increase in cash during 1995 were the primary reasons that the
   Corporation's working capital increased $86 million. Due to the softening
   paper market in late 1995 and an emphasis on working capital control,
   Banta's year-end investment in operating working capital (excluding cash,
   notes payable and current maturities of long-term debt) increased only $3
   million in 1995.

        The Corporation's capital investment program reflects its commitment
   to maintain modern, efficient plants and to be able to utilize new
   printing and digital imaging technologies.  Preliminary plans for 1996 are
   for capital commitments to exceed $70 million. Cash requirements should
   exceed that amount as the unpaid balance of prior commitments exceeded $30
   million at the end of 1995.

        The Corporation generally raises short-term funds by selling
   commercial paper and issuing unsecured bank notes.  Such borrowings are
   primarily supported by lines of credit from three banks totaling $65
   million. The Corporation also has available uncommitted short-term
   borrowing facilities under which it can borrow on an unsecured basis.
   Average outstanding short-term borrowings during 1995 and 1994 were $19.4
   million and $26.0 million, respectively.

        In March 1995, the Financial Accounting Standards Board issued
   Statement of Financial Accounting Standards No. 121, "Accounting for the
   Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
   of." The Corporation intends to adopt this standard during the first
   quarter of 1996. The adoption of this standard is not expected to have a
   material effect on the Corporation's financial position or results of
   operations.

                         [Page 24 of the Annual Report]

   Consolidated Balance Sheets
   December 30, 1995 and December 31, 1994
                                                         Dollars in thousands
   Assets                                                    1995        1994

   Current Assets:
     Cash and short-term investments, at cost which
       approximates market                                $27,130        $370
     Receivables, less reserves of $3,414,000 and
        $3,984,000, respectively                          199,151     169,613
     Inventories                                           70,750      67,797
     Prepaid expenses                                       4,324       2,584
     Deferred income taxes                                  9,451       8,060
                                                         --------    --------
                                                          310,806     248,424
   Plant and Equipment:
     Land                                                  6,295        6,035
     Buildings and improvements                            85,161      79,890
     Machinery and equipment                              501,251     437,810
                                                        ---------   ---------
                                                          592,707     523,735
     Less accumulated depreciation                        278,989     230,073
                                                        ---------   ---------
     Plant and equipment, net                             313,718     293,662
   Other Assets                                            13,292      11,766
   Cost in Excess of Net Assets
    Of Businesses Acquired                                 40,993      23,911
                                                        ---------   ---------
                                                        $ 678,809   $ 577,763
                                                        =========   =========

   Liabilities and Shareholders'
    Investment

   Current Liabilities:
     Notes payable                                    $     -       $  56,001
     Accounts payable                                     68,365       44,960
     Accrued salaries and wages                            21,784      20,239
     Other accrued liabilities                             24,848      17,469
     Current maturities of long-term debt                   7,853       8,333
                                                        ---------    --------
                                                          122,850     147,002
                                                        ---------    --------
   Non-current Liabilities:
     Long-term debt                                       134,953      67,834
     Deferred income taxes                                 20,785      19,218
     Other non-current liabilities                         13,109      12,122
                                                        ---------   ---------
                                                          168,847      99,174
                                                        ---------   ---------
   Shareholders' Investment:
     Common stock -
       $.10 par value, authorized 75,000,000
       shares; 20,559,614 and 20,126,026
       shares issued outstanding in 1995 and
       1994, respectively                                   2,056       2,013
       Amount in excess of par value of stock              70,138      56,780
     Cumulative translation adjustment                      (118)         -  
       Retained earnings                                  315,036     272,794
                                                         --------    --------
                                                          387,112     331,587
                                                         --------    --------
                                                        $ 678,809   $ 577,763
                                                         ========    ========

   The accompanying notes to consolidated financial statements are an
   integral part of these balance sheets.

                         [Page 25 of the Annual Report]

   Consolidated Statements of Earnings

   For the Periods Ended December 30, 1995 (1995), December 31, 1994 (1994)
   and January 1, 1994 (1993)

                                                                 
                                                Dollars in thousands        
                                                                 
                                            (except earnings per share)     
                                            1995           1994      1993  

   Net sales                             $1,022,650     $811,330   $691,244 
   Cost of goods sold                       806,651      625,049    530,746 
                                           --------      -------    ------- 
        Gross Earnings                      215,999      186,281    160,498 
   Selling and administrative
    expenses                                118,068      102,923     87,812 
                                            -------      -------   -------- 
        Earnings from Operations             97,931       83,358     72,686 
   Interest expense                          (9,891)      (5,902)    (5,346)
   Other income, net                          1,010        1,272      1,352 
                                            -------      -------   -------- 
        Earnings Before Income Taxes         89,050       78,728     68,692 
    Provision for income taxes               35,500       31,500     27,700 
                                            -------      -------   -------- 
        Net Earnings                     $   53,550    $  47,228  $  40,992 
                                            =======      =======   ======== 
        Net Earnings per Share
         of Common Stock                 $     1.75    $    1.56  $    1.36 
                                            =======      =======   ======== 

   The accompanying notes to consolidated financial statements are an
   integral part of these statements.

                         [Page 26 of the Annual Report]

   Consolidated Statements of Cash Flows 
   For the Periods Ended December 30, 1995 (1995), December 31, 1994 (1994)
   and January 1, 1994(1993)

                                                                 
                                                     Dollars in thousands   
                                               1995     1994      1993
   Cash Flow from Operating
    Activities
   Net earnings                            $  53,550  $  47,228   $ 40,992 
   Adjustments to reconcile net
    earnings to net cash provided by
    operating activities, net of
    acquisitions
        Depreciation and amortization         51,055     41,502     33,701 
        Deferred income taxes                  2,313        459        479 
        Change in assets and liabilities,
         net of effects of acquisitions:
           (Increase) in receivables          (8,966)   (32,942)   (18,423)
           Decrease (increase) in
             inventories                       9,785    (12,759)    (9,824)
           Decrease (increase) in other
             current assets                      805      2,166       (267)
           Increase in accounts payable
             and accrued liabilities           5,908     11,048      4,710 
           (Increase) decrease in other
             non-current assets               (1,526)     1,715     (1,017)
           Other, net                            869      2,830      1,386 
                                             -------     ------     ------ 
   Cash provided by operating
    activities                               113,793      61,247    51,737 
                                             -------     ------    ------- 
   Cash Flow from Investing Activities
   Capital expenditures                      (63,822)   (87,048)   (62,960)
   Proceeds from sale of plant,
    equipment and other assets                   733      3,205      3,914 
   Cash used for acquisitions,
    net of cash acquired                     (27,441)   (29,831)       -   
                                             -------    -------    ------- 
   Cash used for investing activities        (90,530)  (113,674)   (59,046)
                                             -------    -------    ------- 
   Cash Flow from Financing Activities
   Notes payable (payments) proceeds,
    net                                      (56,001)     35,201    20,800 
   Proceeds from issuance of long-term
    debt                                      75,000      25,000     -     
   Payments on long-term debt                 (8,361)    (7,565)   (11,765)
   Proceeds and tax benefit from exercise
    of stock options                           4,167      2,357      2,506 
   Dividends paid and stock redemptions      (11,308)   (10,426)    (9,307)
                                            --------    -------    ------- 
   Cash provided by financing
    activities                                 3,497     44,567      2,234 
                                            --------    -------    ------- 
   Net increase (decrease) in cash
    and short-term investments                26,760     (7,860)    (5,075)
   Cash and short-term investments
    at beginning of year                         370      8,230     13,305 
                                            --------    -------   -------- 
   Cash and short-term investments
    at end of year                         $  27,130   $    370  $   8,230 
                                            ========   ========   ======== 
   Cash payments for:
        Interest, net of amount
          capitalized                      $   9,487   $  5,788  $   5,471 
        Income taxes                          33,023      32,250    23,789 


   The accompanying notes to consolidated financial statements are an
   integral part of these statements.

                         [Page 27 of the Annual Report]

   Consolidated Statements of Shareholders' Investment
   For the Periods Ended December 30, 1995 (1995), December 31, 1994(1994)
   and January 1, 1994 (1993)

   <TABLE>
   <CAPTION>
                                            Dollars in thousands

                                      Common Stock                Amount in    Cumulative
                                         Shares          Par      Excess of    Translation   Retained
                                       Outstanding      Value     Par Value    Adjustment    Earnings

   <S>                                 <C>            <C>          <C>           <C>          <C>   
   Balance, January 2, 1993            13,240,027     $  1,324     $ 51,948      $    -       $ 204,965 
     Stock options exercised              136,635           14        2,492 
     Three-for-two stock split 
       effected in the form of 
       a 50% stock dividend             6,619,870          662           (4)                       (662)
     Net earnings                                                                  40,992 
     Cash dividends ($.31
       per share)                                                                                (9,303)
                                       ----------      -------     --------      --------      -------- 
   Balance, January 1, 1994            19,996,532        2,000       54,436           -         235,992 
     Stock options exercised              129,494           13        2,344 
     Net earnings                                                                                47,228
     Cash dividends ($.35
       per share)                                                                               (10,426)
                                       ----------      -------     --------      --------      -------- 
   Balance, December 31, 1994          20,126,026        2,013       56,780            -        272,794 
     Stock options exercised              196,823           19        4,148 
     Net earnings                                                                                53,550
     Cash dividends ($.37 per share)                                                            (11,308)
     Stock issued for acquisition         236,765           24        9,210                             
     Foreign currency translation
         adjustment                                                                  (118)              
                                       ----------       ------       ------       -------      -------- 
   Balance, December 30, 1995          20,559,614      $ 2,056      $ 70,138     $   (118)    $ 315,036 
                                       ==========       ======       ======       =======      ======== 
   </TABLE>

   There are 300,000 shares of $10 par value preferred stock authorized, none
   of which are issued.

   The accompanying notes to consolidated financial statements are an
   integral part of these statements.

                   [Pages 28 through 34 of the Annual Report]

   Notes to Consolidated Financial Statements
   For the Periods Ended December 30, 1995 (1995), December 31, 1994 (1994)
   and January 1, 1994 (1993)

   (1) SUMMARY  OF ACCOUNTING POLICIES
   Significant accounting policies followed by the Banta Corporation (the
   "Corporation") in maintaining financial records and preparing financial
   statements are:

   Business - The Corporation operates in a single business segment -
   printing services.  Customers, which are primarily located throughout the
   United States, are granted credit on an unsecured basis. No one customer
   accounted for more than 10% of consolidated sales during 1995, 1994 or
   1993.

   Year-end - The Corporation's operating year ends on the Saturday closest
   to December 31.  The years 1995, 1994 and 1993 ended December 30, 1995,
   December 31, 1994 and January 1, 1994, respectively, and comprised 52
   weeks each.

   Principles of Consolidation - The consolidated financial statements
   include the accounts of the Corporation and its subsidiaries. All
   significant intercompany accounts and transactions have been eliminated.

   Earnings Per Share of Common Stock - Net earnings per share of common
   stock is computed by dividing net earnings by the weighted average number
   of common shares and common equivalent shares related to the assumed
   exercise of stock options. Average common and common equivalent shares for
   computation of earnings per share were 30,624,134, 30,365,840 and
   30,219,567 in 1995, 1994 and 1993, respectively.

   Recognition of Sales - In accordance with trade practices of the printing
   industry, sales are recorded by the Corporation primarily upon completion
   of manufacturing. Substantially all such sales are produced to customer
   specifications, therefore, the Corporation has no material amounts of
   finished goods inventory.

   Foreign Currency Translation - Financial statements of foreign
   subsidiaries are translated into United States dollars in accordance with
   the provisions of Statement of Financial Accounting Standards No. 52.
   Foreign currency translation gains and losses were insignificant in 1995.

   Capitalized Interest - The Corporation capitalizes interest on major
   building and equipment installations and depreciates the amount over the
   lives of the related assets. The total interest incurred was $11,128,000
   in 1995, $7,588,000 in 1994 and $6,547,000 in 1993 of which $1,237,000,
   $1,686,000 and $1,201,000 was capitalized in 1995, 1994 and 1993,
   respectively.

   Cash and Short-term Investments - Short-term investments, with maturities
   of less than 90 days at the date of purchase, are considered cash
   equivalents for purposes of the accompanying consolidated balance sheets
   and statements of cash flows.

   Inventories - Approximately 36% and 49% of total inventories in 1995 and
   1994, respectively, and the majority of the Corporation's inventories used
   in its printing operations, are accounted for at cost, determined by a
   last-in, first-out (LIFO) basis, which is not in excess of market. The
   remaining inventories are stated at the lower of cost or market using the
   first-in, first-out (FIFO) method.

   Inventories include material, labor and manufacturing overhead.  Inventory
   amounts at year-end are as follows:

                                                     Dollars in thousands
                                                       1995         1994

   Raw materials and supplies                       $ 44,815        $37,106 
   Work-in-process and finished goods                 34,789         35,531 
                                                    --------        -------
   FIFO value (current cost) of
    all inventories                                   79,604         72,637
   Excess of current cost over carrying
    value of LIFO inventories                         (8,854)        (4,840)
                                                    --------        -------
   Net inventories                                  $ 70,750        $67,797
                                                    ========        =======

   During 1995, inventory quantities were reduced in certain printing
   facilities. These reductions resulted in liquidations of LIFO inventory
   layers carried at lower costs which prevailed in prior years. The effect
   of these liquidations was to decrease cost of goods sold by $1,915,000.

   Plant and Equipment - Plant and equipment (including major renewals and
   betterments) are carried at cost and depreciated by ratable charges over
   the estimated useful life of the assets.  Substantially all depreciation
   is computed using the straight-line method for financial reporting
   purposes.  Accelerated depreciation methods are used for tax purposes. 
   Leasehold improvements are generally amortized over the term of the leases
   on a straight-line basis.

   Income Taxes - Deferred tax liabilities and assets are determined based on
   the difference between the financial statement and the tax basis of assets
   and liabilities using enacted tax rates in effect for the year in which
   the differences are expected to reverse.

   Cost in Excess of Net Assets of Businesses Acquired - Cost in excess of
   net assets of businesses acquired ("goodwill") is amortized and charged
   against operations on a straight-line method over periods of 25 to 40
   years.  The realizability of goodwill is evaluated annually based upon the
   undiscounted earnings of the businesses acquired compared with the
   unamortized amount of goodwill. Accumulated amortization of goodwill was
   $4,719,000 and $3,807,000 as of December 30, 1995, and December 31, 1994,
   respectively.

   Derivative Financial Instruments - The Corporation occasionally utilizes
   interest rate swaps and foreign currency forward exchange contracts to
   hedge specific interest rate and foreign currency exposures. These
   derivative financial instruments are not used for trading purposes. The
   Corporation was party to no material derivative financial instrument
   contracts in 1995, 1994 and 1993.

   Use of Estimates - The preparation of financial statements in conformity
   with generally accepted accounting principles requires management to make
   estimates and assumptions that affect the reported amounts of assets and
   liabilities and disclosure of contingent assets and liabilities at the
   date of the financial statements and the reported amounts of revenues and
   expenses during the reported periods. Actual results could differ from
   those estimates.

   Long-Lived Assets - In March 1995, the Financial Accounting Standards
   Board issued Statement of Financial Accounting Standards No. 121,
   "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
   Assets to be Disposed of." The Corporation intends to adopt this standard
   during the first quarter of 1996. The adoption of this standard is not
   expected to have a material effect on the Corporation's financial position
   or results of operations.

   Stock-Based Compensation - In October 1995, the Financial Accounting
   Standards Board issued Statement of Financial Accounting Standards No.
   123, "Accounting for Stock-Based Compensation." The Corporation intends to
   adopt this standard in 1996 by making the required footnote disclosures
   only. Therefore, the adoption of this standard is not expected to have an
   effect on the Corporation's financial position or results of operations.

   (2) ACQUISITIONS

   Acquisition of B.G. Turnkey Services Limited - In October 1995, the
   Corporation acquired B.G. Turnkey Services Limited ("B.G. Turnkey"). B.G.
   Turnkey, headquartered in Cork, Ireland, provides project management,
   product assembly, fulfillment and product localization services to
   computer software and hardware companies primarily  from facilities
   located in Ireland, Scotland and The Netherlands. B.G. Turnkey reported
   sales for 1994 of approximately $160 million. The purchase price consisted
   of 236,765 shares of the Corporation's common stock and approximately $21
   million of the Corporation's debentures which were called and prepaid in
   December 1995. The payment of these debentures is classified as cash used
   for acquisitions in the Statement of Cash Flows. The Corporation also paid
   $3.2 million to former shareholders of B.G. Turnkey in exchange for a
   covenant not to compete. The purchase price plus the liabilities assumed
   exceeded the fair value of the tangible assets and identified intangible
   assets purchased by a preliminary estimate of $12.2 million. The final
   adjustments to the purchase price are not expected to be significant. This
   acquisition was accounted for as a purchase and accordingly, the
   accompanying financial statements include B.G. Turnkey's results beginning
   with the acquisition date.

   Acquisition of United Graphics Inc. - In August 1994, the Corporation
   acquired the outstanding shares of United Graphics Inc. ("UGI") for
   approximately $9.5 million in cash and a $1.5 million note.  The purchase
   price plus the liabilities assumed exceeded the fair value of the tangible
   and identified intangible assets purchased by $7.2 million.  The
   Corporation also paid $4 million to former shareholders of UGI in exchange
   for covenants not to compete.   UGI reported sales for its most recent
   fiscal year prior to the acquisition of approximately $28 million.  This
   acquisition was accounted for as a purchase and accordingly, the
   accompanying financial statements include UGI's results beginning with the
   acquisition date.

   Acquisition of Danbury Printing & Litho, Inc. - In March 1994, the
   Corporation purchased substantially all of the assets of Danbury Printing
   & Litho, Inc. ("Danbury").  The purchase price of $16.3 million in cash
   plus the assumption of selected liabilities was equal to the fair value of
   the assets acquired.  Danbury reported sales of approximately $35 million
   in 1993.  This acquisition was accounted for as a purchase and
   accordingly, the accompanying financial statements include Danbury's
   results beginning with the acquisition date.

   Other Acquisitions - During 1995, the Corporation purchased Applied
   Technology Corporation, which serves the single-use health care 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 $9.0 million.

   (3) NOTES PAYABLE

   The Corporation generally obtains short-term financing through the
   issuance of commercial paper and unsecured notes to banks. At December 30,
   1995, the Corporation had no such borrowings outstanding. At December 31,
   1994, the Corporation had outstanding commercial paper and unsecured notes
   aggregating $44,351,000 and $11,650,000, respectively, at a weighted
   average interest rate of 6.19%. The average outstanding borrowings during
   1995 and 1994 were $19.4 million and $26.0 million, respectively.  The
   weighted-average interest rates on such borrowings during 1995 and 1994
   were 6.12% and 4.89%, respectively.

   At December 30, 1995, the Corporation had lines of credit available
   totaling $68.2 million, none of which were in use. Of this total, $65.0
   million represents a credit facility made available by three banks which
   can be used to support both commercial paper and unsecured notes.

   (4) LONG-TERM DEBT

   Long-term debt, including amounts payable within one year, consists of the
   following:

                                                        Dollars in thousands
                                                           1995        1994

   6.81% Promissory Notes payable in annual
      installments of $5 million from 2004 through
      2010, interest payable semi-annually             $  35,000     $    - 
   7.62% Promissory Note payable in semi-annual
      installments of $1,190,000 from 1999 through
      2009, interest payable quarterly                    25,000      25,000
   7.98% Promissory Notes payable in semi-annual
      installments of $1,190,000 from 2000 through
      2010, interest payable quarterly                    25,000        -   
   9.53% Promissory Note payable in annual
      installments of $1,818,000 from 1996 through
      2005, interest payable semi-annually                18,182      20,000
   7.38% Promissory Notes payable in annual
      installments of $1,364,000 from 2005 through
      2015, interest payable quarterly                    15,000        -   
   10.11% Promissory Note payable in annual
      installments of $2,500,000 from 1996 through
      1998 and $1,500,000 in 1999, interest payable
      quarterly                                            9,000      11,000
   8.58% Promissory Notes payable in 1996, interest
      payable quarterly                                    2,175       4,312
   Notes Payable and Capital Lease Obligations, 
      generally fixed rates of interest, 6.5% to 9.8%
      due in installments through 2001                     4,089       6,205
   Industrial Revenue Bonds:
      Floating rates of interest, approximating 80%
        of the prime rate, due in installments
        through 2015                                       6,900       7,050
      Fixed rate of interest at 5.8% to 7.5% due in
        installments through 2002                          2,460       2,600
                                                         -------     -------
                                                         142,806      76,167
   Less current maturities                                 7,853       8,333
                                                         -------     -------
   Long-term debt                                       $134,953    $ 67,834
                                                         =======     =======

   Maturities of long-term debt during the next five years are: 1996,
   $7,853,000; 1997, $5,518,000; 1998, $5,987,000; 1999, $7,803,000; and
   2000, $7,154,000.  Industrial Revenue Bonds aggregating $2,660,000 are
   secured by certain real estate and equipment.

   The Promissory Note agreements contain various operating and financial
   covenants.  The more restrictive of these covenants require that working
   capital be maintained at a minimum of $40,000,000, current assets be 150%
   of current liabilities and consolidated tangible net worth be not less
   than $125,000,000. Funded debt of up to 50% of the sum of consolidated net
   worth and consolidated funded debt may be incurred without prior consent 
   of the noteholders. The Corporation may incur short-term debt of up to 25%
   of consolidated net worth at any time and is required to be free of all
   such obligations in excess of 12.5% of consolidated net worth for 60
   consecutive days each year.  The agreements also contain limitations on
   leases and ratable security on certain types of liens.

   One of the Promissory Note agreements contains covenants which restrict
   the payment of dividends.  As of December 30, 1995, $94,398,000 of
   retained earnings was available for the payment of dividends under the
   most restrictive of such covenants.

   Based on the borrowing rates currently available to the Corporation for 
   loans with similar terms and average maturities, the fair value of long-
   term debt as of December 30, 1995, including current maturities, was
   $154,096,000.

   (5) STOCK AND INCENTIVE PROGRAMS FOR MANAGEMENT EMPLOYEES

   The Corporation has a Management Incentive Award Plan which provides for
   the payment of cash awards or bonuses to officers and other key employees
   with respect to any year in which the Corporation and its operating units
   achieve specified objectives.  Awards under the plan were $2,799,000 in
   1995, $2,770,000 in 1994 and $2,710,000 in 1993.

   The Corporation also has a Long-term Incentive Plan which provides for
   payment of cash awards to key officers and executives of the Corporation
   upon achievement of specified objectives over three-year performance
   periods. Awards under the plan were $511,000 for the 1993 to 1995
   performance period, $609,000 for the 1992 to 1994 performance period and
   $530,000 for the 1991 to 1993 performance period.
    
   At December 30, 1995, the Corporation had options outstanding or available
   for grant under several stock option plans - the 1995 Equity Incentive
   Plan, the 1991 Stock Option Plan and the 1987 Nonstatutory Stock Option
   Plan. Options may no longer be granted under the 1987 plan.  Under the
   plans, options to purchase common stock are granted to officers and key
   employees at prices not less than the fair market value of the common
   stock on the date of grant. Options granted under the 1987 plan and the
   1991 plan may be exercised up to five years after the date of grant.
   Options granted under the 1995 plan may be exercised up to 10 years from
   the date of the grant.

   The plans permit participants to use option shares for the purpose of
   offsetting income tax liabilities incurred upon the exercise of stock
   options. The terms of the 1995 and 1991 Plans allow for grants of either
   Incentive Stock Options or Nonstatutory Stock Options. The 1995 and 1991
   Plans include provisions which authorize options to be granted to non-
   employee Directors.

   The following table summarizes activity under the stock option plans:

                                           Options        Price Range

   Outstanding at January 2, 1993         1,512,682    $9 5/8 - $16 5/8 

         Granted                           334,875     18 1/4 -  23 3/8 
         Exercised                        (269,020)     9 5/8 -  16 5/8 
         Canceled or expired                (4,557)     9 5/8 -  11 3/8 
                                         ---------
   Outstanding at January 1, 1994        1,573,980      9 5/8 -  23 3/8 

         Granted                           421,950     20 5/8 -  24 1/8 
         Exercised                        (280,331)     9 5/8 -  21 7/8 
         Canceled or expired               (44,119)    11 3/8 -  23 3/8 
                                         ---------
   Outstanding at December 31, 1994      1,671,480      9 5/8 -  24 1/8 

         Granted                           468,300     20 1/8 -  29 1/2 
         Exercised                        (419,313)     9 5/8 -  23 3/8 
         Canceled or expired                (8,437)    20 5/8 -  23 3/8 
                                         ---------
   Outstanding at December 30, 1995      1,712,029    $11 1/8 - $29 1/2 
                                         ========= 

   Of the options outstanding at December 30, 1995, 833,142 were exercisable
   at prices ranging from $111/8 to $24 1/8.  The balance of the options
   become exercisable at various times through 1998 at prices ranging from
   $20 5/8 to $29 1/2.  At December 30, 1995, 1,333,464 shares of the
   Corporation's common stock were reserved for future option grants.
   During 1995, 1994 and 1993, 124,078, 86,090 and 64,068 shares,
   respectively, were submitted to the Corporation in partial payment for
   stock option exercises and to offset income tax liabilities. These shares
   were canceled by the Corporation.

   (6)  CAPITAL STOCK

   In January 1996, the Corporation's Board of Directors approved a three-
   for-two stock split to be effected in the form of a 50% stock dividend,
   which will be paid  in March 1996. All  common stock per share amounts and
   common stock data, other than the actual shares outstanding, have been
   restated in the consolidated financial statements and throughout the
   Annual Report to reflect the stock split.

   In April 1993, the Corporation distributed a three-for-two stock split
   effected in the form of a 50% stock dividend, following the action of the
   shareholders increasing the authorized shares of common stock from
   30,000,000 shares to 75,000,000 shares.  The par value of the additional
   shares issued was capitalized by a transfer of $662,000 from retained
   earnings to common stock.  

   The Corporation has been authorized by the Board of Directors to purchase
   up to 1,500,000 shares of outstanding common stock in the open market.  As
   of December 30, 1995, no  shares of the Corporation's stock had been
   repurchased under this program.

   Pursuant to the Corporation's Shareholder Rights Plan, one common stock
   purchase right is included with each outstanding share of common stock. In
   the event the rights become  exercisable, each right will initially 
   entitle its holder to buy one-half of one share of the Corporation's
   common stock at a price of $40 per share (equivalent to $20 per one-half
   share), subject to adjustment.  The rights will become exercisable if a
   person or group acquires 20% or more of the Corporation's common stock or
   announces a tender offer for 20% or more of the common stock.  Upon the
   occurrence of certain events, including a person, or group, acquiring 20%
   or more of the Corporation's common stock, each right will entitle the
   holder to purchase, at the right's then-current exercise price, common
   stock of the Corporation or, depending on the circumstances, common stock
   of the acquiring corporation having a market value of twice such exercise
   price.   The rights may be redeemed by the Corporation at a price of one
   cent per right at any time prior to the rights becoming exercisable or
   prior to their expiration in November 2001.

   (7)  OPERATING LEASES

   The Corporation leases a variety of assets used in its operations
   including manufacturing facilities, warehouses, office space, office
   equipment, automobiles and trucks.  Annual rentals amounted to $7,661,000,
   $5,261,000 and $3,199,000 in 1995, 1994 and 1993, respectively.  Minimum
   rental commitments for the years 1996 through 2000 aggregate $8,010,000, 
   $7,202,000, $6,717,000, $4,753,000 and $4,331,000, respectively, and
   $25,385,000 thereafter.

   (8) EMPLOYEE BENEFIT PLANS

   Pension Plans - The Corporation and its unions have several pension plans
   covering substantially all employees.  The plans are non-contributory and
   benefits are based on an employee's years of service and earnings.  The
   Corporation makes contributions to the qualified plans each year, at least
   equal to the minimum required contributions as defined by the Employee
   Retirement Income Security Act (ERISA) of 1974.  A Non-qualified
   Supplemental Retirement Plan is not funded.

   Total pension expense, including multiemployer and union sponsored plans
   for 1995, 1994 and 1993 was $4,941,000, $5,204,000 and $4,370,000
   respectively.  Net periodic pension cost for the Corporation-sponsored
   qualified and supplemental plans, was as follows:

   <TABLE>
   <CAPTION>
                                                                                Dollars in thousands
                                                               Qualified Plans                   Supplemental Plan
                                                          1995       1994       1993         1995      1994      1993

   <S>                                                   <C>         <C>       <C>           <C>       <C>       <C> 
   Service cost-benefits earned during the year          $2,651      $3,039    $2,598        $131      $200      $119
   Interest cost on projected benefit obligation          4,220       4,022     3,669         301       249       184
   Actual return on plan assets, net of
    unrecognized gains (losses) of $12,038,000,
    ($4,564,000) and $2,671,000 in 1995, 1994
    and 1993, respectively                               (4,373)     (3,773)   (3,415)         -        -          - 
   Net amortization                                        (113)       (427)     (427)         97       107        54
                                                         ------      ------    ------      ------     -----     -----
   Net pension expense                                  $ 2,385     $ 2,861    $2,425       $ 529     $ 556     $ 357
                                                         ======      ======    ======      ======     =====     =====
   </TABLE>


     Significant assumptions used in determining net pension
   expense for the Corporation's plans are as follows:

   <TABLE>
   <CAPTION>
                                                       Qualified Plans                 Supplemental Plan  
                                                 1995       1994        1993      1995      1994     1993 
 
   <S>                                           <C>        <C>         <C>       <C>        <C>       <C>
   Discount rate                                 8.5%       7.5%        8.0%      8.5%       7.5%      8.0%
   Expected rate of increase in
    compensation                                 5.0        5.0         5.0       5.0        5.0       5.0 
   Expected long-term rate of return
    on plan assets                               8.5        8.5         8.5        -          -         -  
   </TABLE>


   All of the Corporation's plans, except the Supplemental Plan, have assets
   in excess of the accumulated benefit obligation.  Plan assets include
   commingled funds, marketable equity securities and corporate and
   government debt securities.  The following table presents a reconciliation
   of the funded status of the plans using assumed discount rates of 7.25% and
   8.5% for 1995 and 1994, respectively:

                                            Dollars in thousands
                                        Qualified Plans   Supplemental Plan
                                       1995       1994     1995       1994

   Projected benefit
    obligation:
     Vested benefits                $ 48,468  $ 38,565   $  2,859   $ 2,505 
     Non-vested benefits               4,205     4,119        580         2 
                                      ------    ------     ------    ------ 
     Accumulated benefit
       obligation                     52,673    42,684      3,439     2,507 
     Effect of projected
       future compensation
       levels                         14,097     8,910      1,707       842 
                                      ------    ------     ------   ------- 
                                      66,770    51,594      5,146     3,349 
   Plan assets at fair value          73,076    56,254       -         -    
                                      ------    ------     ------   ------- 
   Plan assets (in excess of)
    less than projected benefit
    obligation                        (6,306)   (4,660)     5,146     3,349 
   Unrecognized net gain (loss)        6,582     5,054     (2,437)     (982)
   Adjustment required to
    recognize minimum liability           -         -         866       302 
   Unrecognized net asset
    (obligation) being
    amortized over 16 years            2,671     3,099       (136)     (162)
                                      ------    ------     ------   ------- 
   Accrued pension cost             $  2,947  $  3,493    $ 3,439  $  2,507 
                                      ======    ======     ======   ======= 


   Approximately 54% of the Corporation's non-salaried employees are covered
   by multiemployer union sponsored, collectively bargained defined benefit
   pension plans.  Pension expense includes $2,027,000, $1,787,000 and
   $1,588,000 in 1995, 1994 and 1993, respectively, attributable to the
   multiemployer plans.  These costs are determined in accordance with the
   provisions of negotiated labor contacts.

   Postretirement Health Care Costs - The Corporation and its subsidiaries
   provide non-contractual limited health care benefits for certain retired
   employees. The program provides for defined initial contributions by the
   Corporation toward the cost of postretirement health care coverage.  The
   balance of the cost is borne by the retirees.  The program provides that
   increases in the Corporation's contribution toward coverage will not
   exceed 4% per year.

   Effective January 3, 1993, the Corporation adopted Statement of Financial
   Accounting Standards No. 106, "Employers' Accounting for Postretirement
   Benefits Other than Pensions."  In connection with the adoption of this
   statement, the Corporation elected to amortize the accumulated
   postretirement benefit obligation (transition obligation), aggregating
   $5,088,000 as of January 3, 1993, over a 20-year period.  

   The following table sets forth the plan's status at December 30, 1995, and
   December 31, 1994:
                                                               
                                                       Dollars in thousands  
                                                           1995        1994
    Accumulated postretirement benefit
     obligation:
      Retirees                                       $   2,512      $2,477 
      Other active plan participants                     4,477       3,001 
      Fully eligible active plan participants              776         439 
                                                       -------       ----- 
                                                         7,765       5,917 
    Unrecognized transition obligation                  (4,328)     (4,582)
    Unrecognized net (loss) gain                          (614)        563 
                                                       -------      ------ 
    Accrued postretirement benefit cost               $  2,823    $  1,898 
                                                       =======      ====== 


   The net periodic postretirement benefit cost for 1995, 1994 and 1993
   included the following components:
                                                                
                                                    Dollars in thousands
                                                 1995       1994        1993
    Service cost - benefits attributed to
     service during the year                  $   423    $   468    $    385
    Interest cost on accumulated
     postretirement benefit obligation            476        456         400
    Amortization of transition obligation         247        254         254
                                                -----      -----        ----
    Net periodic postretirement
     benefit cost                             $ 1,146    $ 1,178     $ 1,039
                                                =====      =====       =====

   The discount rate used in determining the accumulated postretirement
   benefit obligation was 7.25% and 8.50% at December 30, 1995, and December
   31, 1994, respectively.  Due to the terms of the Corporation's
   postretirement health care program, assumed health care cost rate trends
   do not affect the Corporation's costs.

   Other Benefits - The Corporation has established an Incentive Savings Plan
   (401K) for substantially all of its non-bargained employees.  Employee
   contributions are partially matched by the Corporation in accordance with
   criteria set forth in the plan.  Matching contributions charged to
   earnings for 1995, 1994 and 1993 were $2,148,000, $1,467,000 and
   $1,311,000, respectively.

   (9) CONTINGENCIES

   The Corporation is involved in various claims, including those related to
   environmental matters, and lawsuits arising in the normal course of
   business.  In the opinion of management, the ultimate liability, if any,
   for these claims and lawsuits beyond any reserves already provided, will
   not have a material adverse effect on the consolidated statements of
   earnings of the Corporation.

   (10) INCOME TAXES

   The provision for income taxes consists of the following:
                                                                
                                                   Dollars in thousands
                                                 1995       1994        1993
   Current
    Federal                                   $25,225    $24,603     $21,313
    State                                       5,564      5,066       4,720
    Foreign                                       276       -           -   
                                               ------     ------      ------
                                               31,065     29,669      26,033

   Tax impact of option exercises               2,122      1,372       1,188
   Deferred                                     2,313        459         479
                                               ------     ------      ------
   Provision for income taxes                 $35,500    $31,500     $27,700
                                               ======     ======      ======

   Below is a reconciliation of the statutory federal income tax rate
   and the effective income tax rate:
                                                                
                                                    Dollars in thousands  
                                                 1995       1994        1993

   Statutory federal tax rate                   35.0%      35.0%       35.0%
   State and local income taxes, 
     less applicable federal tax benefit         4.3        4.4         4.5 
   Adjustment to deferred taxes resulting
     from federal tax rate increase               -          -           .3 

   Other, net                                     .6         .6          .5 
                                                ----       ----        ---- 
   Effective income tax rate                    39.9%      40.0%       40.3%
                                                ====       ====        ==== 

   The components of the net deferred tax liability as of December 30, 1995,
   and December 31, 1994, were as follows:
                                                                
                                                      Dollars in thousands
                                                        1995          1994 
    Deferred tax liabilities:
      Accelerated depreciation and capitalized
       interest                                        $ 28,466     $25,583 
      Other                                                 184       1,711 
                                                         ------      ------ 
    Total deferred tax liabilities                       28,650      27,294 
                                                         ------      ------ 
    Deferred tax assets:
      Accrued liabilities                                (8,614)     (9,024)
      Accrued pension cost                               (2,226)     (2,424)
      Deferred compensation                              (2,234)     (2,038)
      Reserve for uncollectible accounts                 (1,285)     (1,766)
      Other                                              (2,957)       (884)
                                                        -------     ------- 
    Total deferred tax assets                           (17,316)    (16,136)
                                                        -------     ------- 
    Net deferred tax liability                          $11,334     $11,158 
                                                        =======     ======= 

   No United States deferred taxes have been provided on the undistributed
   foreign subsidiary earnings which aggregated $1,304,000 at December 30,
   1995, and are considered permanently invested. 

   The non-United States component of income before income taxes was
   $1,580,000 in 1995.

   The net deferred tax liability is classified in the December 30, 1995, and
   December 31, 1994, balance sheets as follows:
                                                                
                                                        Dollars in thousands
                                                          1995        1994  

   Non-current deferred income taxes                   $ 20,785    $ 19,218 
   Current deferred income taxes                         (9,451)     (8,060)
                                                        -------     ------- 
   Net deferred tax liability                          $ 11,334    $ 11,158 
                                                        =======     ======= 

   (11) FOREIGN OPERATIONS

   Summarized data for the Corporation's European operations for 1995, which
   consist entirely of the B.G. Turnkey operations, are as follows:

                                                                
                                                   Dollars in thousands     
                                                         1995  

   Net sales                                             $54,638
   Earnings from operations                                1,654
   Identifiable assets                                    66,147

   There are no significant transactions between the Corporation's domestic
   and European operations.


                         [Page 35 of the Annual Report]

   Report of Independent Public Accountants

   TO THE SHAREHOLDERS OF BANTA CORPORATION:

   We have audited the accompanying consolidated  balance sheets of Banta
   Corporation (a Wisconsin corporation) and subsidiaries as of December 30,
   1995 and December 31, 1994, and the related consolidated statements of
   earnings, shareholders' investment and cash flows for each of the fiscal
   years in the three-year period ended December 30, 1995.  These financial
   statements are the responsibility of the Corporation's management.  Our
   responsibility is to express an opinion on these financial statements
   based on our audits.

   We conducted our audits in accordance with generally accepted auditing
   standards.  Those standards require that we plan and perform the audit to
   obtain reasonable assurance about whether the financial statements are
   free of material misstatement.  An audit includes examining, on a test
   basis, evidence supporting the amounts and disclosures in the financial
   statements.  An audit also includes assessing the accounting principles
   used and significant estimates made by management, as well as evaluating
   the overall financial statement presentation.  We believe that our audits
   provide a reasonable basis for our opinion.

   In our opinion, the financial statements referred to above present fairly,
   in all material respects, the financial position of Banta Corporation and
   subsidiaries as of December 30, 1995 and December 31, 1994, and the
   results of their operations and their cash flows for each of the fiscal
   years in the three-year priod ended December 30, 1995, in conformity with
   generally accepted accounting principles.



                                                Arthur Andersen LLP



   Milwaukee, Wisconsin,
   January 30, 1996.



   Responsibility for Financial Statements


   The Consolidated Financial Statements and other financial references
   appearing in this Annual Report were prepared by management in conformity
   with generally accepted accounting principles appropriate for the
   circumstances.  Where acceptable alternative accounting principles exist,
   as described in Note 1 of the Notes to the Consolidated Financial
   Statements, management uses its best judgment in selecting those
   principles that reflect fairly the financial position and results of
   operations of the Corporation.  The accounting records and systems of
   internal control are designed to reflect the transactions of the
   Corporation in accordance with established policies and procedures. 
   Financial and operational reviews are undertaken by management to provide
   assurance that the books and records properly reflect transactions
   authorized by the Corporation.

   The Consolidated Financial Statements appearing in this Annual Report have
   been audited by Arthur Andersen LLP.  Their audits were made in accordance
   with generally accepted auditing standards and provide an independent
   review of those management responsibilities that relate to the preparation
   of this Annual Report.

   The Audit Committee of the Board of Directors, comprised of directors who
   are not officers or employees, reviews the financial and accounting
   reports of the Corporation, including a review and discussion of the
   principles and procedures used by management in preparation of the
   financial statements.  The independent auditors have full and free access
   to the Audit Committee and meet with it to review the results of the audit
   engagement, the preparation of the Annual Report and to discuss auditing
   and financial reporting matters.


                         [Page 36 of the Annual Report]


   Unaudited Quarterly Financial Information
   The following table presents financial information by quarter for the
   years 1995 and 1994.

   <TABLE>
   <CAPTION>
                                            Dollars in thousands (except per share data)
                             Quarter Ended          Quarter Ended           Quarter Ended           Quarter Ended
                                  March                  June                  September                December
                           1995         1994       1995         1994       1995       1994         1995       1994  

   <S>                   <C>          <C>        <C>          <C>        <C>        <C>         <C>         <C>
   Net sales             $232,954     $187,464   $235,346     $185,831   $249,267   $207,735    $305,083    $230,300
   Gross earnings          46,689       41,064     53,105       46,066     55,743     47,595      57,462      51,536
   Net earnings            11,002        9,565     12,758       11,957     15,474     13,310      14,321      12,396
   Net earnings per
    share of common stock     .36          .32        .42          .39        .51        .44          .46        .41
   </TABLE>

   Per share amounts have been adjusted for three-for-two stock split
   distributed in March 1996.

   Dividend Record and Market Prices

   <TABLE>
   <CAPTION>
                                        Per Share of Common Stock     
                               First       Second        Third       Fourth        Entire
                               Quarter     Quarter      Quarter      Quarter       Year 

   <S>                       <C>         <C>          <C>          <C>             <C>
   1995 dividends paid       $   .0925   $   .0925    $   .0925    $   .0925       $    .37 
   Price range:
        High                 $  22 1/2   $  23 5/8    $  28 3/4    $  30 1/8       $ 30 1/8
        Low                     19          21 1/2       21 1/8       25 3/4         19    

   1994 dividends paid       $  .0875    $   .0875    $   .0875    $   .0875       $    .35
   Price range:
        High                 $  25 5/8   $  24 3/8    $  23 3/8    $  22 5/8       $ 25 5/8
        Low                     22          21 1/8       20 3/4       18             18    
   </TABLE>

   Per share amounts have been adjusted for three-for-two stock split
   distributed in March 1996.

   Banta Corporation is included in the NASDAQ National Market List and the
   symbol is BNTA.  The stock prices listed above are the high and low
   trades. As of January 31, 1996, the Corporation had 2,496 shareholders of
   record.