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 1, 2005
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------

# OR

|(_) | TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE                     ACT
OF 1934 For the transition period from _________ to __________
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

Commission File Number
1-14637

|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 files 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)

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Act).   (X) Yes   (_) No

Aggregate
market value of voting stock held by non-affiliates of the registrant as of July 2, 2004:
$1,094,866,610.

Number
of shares of common stock outstanding as of March 1, 2005: 25,137,640.

DOCUMENTS INCORPORATED
BY REFERENCE

| | (1) | Portions
of the Annual Report to Shareholders for the year ended January 1, 2005
          (incorporated into Parts I and II).
| | --- | ------------------------------------------------------------------------------------------------------------------------------

| | (2) | Portions
of the Definitive Proxy Statement for annual meeting of shareholders to           be held
on April 26, 2005 (incorporated into Part III).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------

1

---

# PART I

Item 1.     Business

General

Banta
Corporation (the Corporation) operates in three business segments, printing
services, supply-chain management services and healthcare products. The Corporations
printing services segment provides a comprehensive combination of printing and digital
imaging solutions to leading publishers and direct marketers. Products and services in
this segment include books, catalogs, publications, product brochures, literature
management services, educational materials and e-business services. The Corporations
global supply-chain management services segment provides a wide range of outsourcing
capabilities, primarily to some of the worlds largest technology companies. Services
in this segment range from materials sourcing, product configuration and customized
kitting, to order fulfillment and global distribution. The Corporations healthcare
segment produces and sources disposable products used in outpatient clinics, dental
offices and hospitals. The Corporation was incorporated in Wisconsin in 1901. Its
principal executive offices are located at 225 Main Street, Menasha, Wisconsin 54952. The
Corporation had approximately 8,400 employees at the end of fiscal 2004.

Footnote
14 to the Corporations Consolidated Financial Statements in the Corporations
Annual Report to Shareholders for the fiscal year ended January 1, 2005 includes further
information on the Corporations business segments, which information is incorporated
herein by reference. The Corporation announced on February 14, 2005, that it had reached
an agreement to sell substantially all of the assets of its single-use healthcare products
subsidiary, Banta Healthcare Group, Ltd., to an affiliate of Fidelity Capital Investors, Inc. Fidelity
Capital, a private equity investment division of Boston-based Fidelity Strategic
Investments, will pay $67 million in cash in connection with the sale of Banta Healthcare,
which is headquartered at its manufacturing facility in Neenah, WI. Closing of the
transaction, which is scheduled for the first quarter of 2005, is subject to customary
closing conditions, including the receipt of financing and anti-trust clearance.

This
document includes forward-looking statements. Statements that describe future
expectations, including revenue and earnings projections, plans, results or strategies,
are considered forward-looking. The statements that are not purely historical should be
considered forward-looking statements. Often they can be identified by the use of
forward-looking words, such as may, will, could,
project, believe, anticipate, expect,
estimate, continue, potential, plan,
forecasts, and the like. Such statements are subject to certain risks and
uncertainties which could cause actual results to differ materially from those currently
anticipated. Factors that could affect actual results include, among others, unanticipated
issues associated with the closing of the sale of the assets of Banta Healthcare Group,
Ltd. and unexpected issues related to the application of the net proceeds received
therefrom, changes in customers order patterns or demand for the Corporations
products and services, pricing, changes in raw material costs and availability,
unanticipated changes in sourcing of raw materials (including paper) by customers,
unanticipated changes in operating expenses, unanticipated production difficulties,
unanticipated issues associated with the Corporations non-U.S. operations, changes
in the pattern of outsourcing supply-chain management functions by customers,
unanticipated acquisition or loss of significant customer contracts or relationships,
unanticipated difficulties and costs associated with the design and implementation of new
administrative systems, the impact of any acquisition or divestiture effected by the
Corporation, changes in the Corporations effective income tax rate, potential
repatriation of foreign earnings, unanticipated swings in foreign currency exchange rates
and any unanticipated weakening of the economy. These factors should be considered in
evaluating the forward-looking statements, and undue reliance should not be placed on such
statements. The forward-looking statements included herein are made as of the date of this
Annual Report on Form 10-K, and the Corporation undertakes no obligation to update
publicly such statements to reflect subsequent events or circumstances.

Customers

The
Corporation sells its services and products to a large number of customers and generally
does not have long-term production contracts with its print or healthcare customers.
Production agreements covering one to three years are, however, more frequent for
supply-chain management services and magazine production, and to a lesser extent, catalog
production. The Corporation has a contract with Hewlett-Packard Company that currently
runs through 2005, subject to one-year extensions pursuant to an evergreen provision.
Revenue from Hewlett-Packard Company under this agreement totaled approximately $123
million in 2004, and comparable revenue is expected under this contract in 2005.

2

---

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 34%, 33%, and 33% of revenue during 2004, 2003, and 2002, respectively. No
customer accounted for more than 10% of the Corporations revenue in 2004, 2003, or
2002.

International
operations represented 21%, 19%, and 15% of consolidated revenue and 26%, 23%, and 17% of
consolidated assets in 2004, 2003, and 2002, respectively.

Backlog

Lead-time for services varies,
depending upon the type of customer, the industry being serviced and seasonal factors,
including paper availability. Backlogs for the printing services segment are expressed in
terms of time scheduled on equipment and not dollar value. Consequently, the dollar value
of backlog is not readily available for the printing services segment. Backlogs are not
considered material in either the supply-chain management services or healthcare segments.

Markets Served

The Corporation operates in three
business segments; printing services, supply-chain management services and healthcare
products. These markets are summarized in the following table and described in greater
detail below. Tables in this section set forth the approximate percentage of segment
revenue contributed by each class of similar products for the last three fiscal years.

|                       
|-----------------------
|Print                  
|Supply-chain management
|Healthcare             
|                       
|TOTAL                  
|                       

# Printing Services Segment

Within the print segment, the
Corporations net sales can be further subdivided into five general categories:

|                
|----------------
|Book            
|Catalog         
|Direct Marketing
|Publications    
|Other           
|                
|TOTAL           
|                

| |  | Book
| | - | ----

The
Corporation provides the book publishing market with a variety of print, digital print
and electronic media solutions, in addition to a full range of value-added packaging,
fulfillment, document management and distribution services. With twenty-one manufacturing
and distribution centers across the United States, the Corporation serves publishing
customers in the educational, trade, professional and religious segments. The Corporation
provides products including soft cover books, business-to-business and industrial catalogs, specialty calendars, multimedia kits and
instructional games.

3

---

| |  | Catalog
| | - | -------

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

| |  | Direct
Marketing
| | - | ----------------

Printed
materials for direct marketing customers are produced in three facilities. These products
vary in format and size, and include magazine and catalog inserts, bill stuffers,
brochures, booklets, cards and target market products designed to sample or sell a product
or solicit a response. The Corporations imaging technology enables customers to
obtain complex personalized direct mail pieces produced at press speeds. The
Corporations direct marketing customers are primarily marketers of financial
services, consumer packaged goods and retail products, as well as advertising agencies.

| |  | Publications
| | - | ------------

The
Corporations three facilities serving the magazine market print, sort and mail over
1,100 different magazines. These magazines are primarily short-to-medium run publications
(usually less than 350,000 copies), which are generally distributed to subscribers by
mail. The Corporations primary magazine customers are publishers of specialty
magazines, including religious, business and professional journals; and hobby, craft and
sporting publications. The Corporation also provides its customers with computerized
mailing lists, re-print services and distribution services.

| |  | Other
| | - | -----

Prepress
services are provided by several 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 have increased their
ability to maximize plant utilization by connecting their facilities through an extensive
network of high-speed telecommunication lines. The Corporation also offers multiple
graphic communication solutions to its customers including interactive online products for
the Internet; web site design, hosting and maintenance; and standard or customized
electronic commerce solutions.

# Supply-Chain Management
Services Segment

Banta
Global Turnkey is a global supply-chain management services business providing a wide
range of outsourcing services, from materials sourcing, product configuration and
customized kitting, to order fulfillment and global distribution. Customers include
computer hardware, computer software, communications and networking companies; and medical
device manufacturers, in North America, Europe, and Asia. The Corporation provides the
systems, technology and infrastructure to manage multiple elements of the supply chain,
integrating the Corporation, its customers and the customers suppliers into a common
information technology system, thereby increasing capacity while reducing costs, cycle
times and inventory requirements. With nearly two decades of experience serving the
technology marketplace, this segment of the Corporation is a significant contributor to
the evolution of turnkey services around the world.

# Healthcare Segment

Banta
Healthcare Products manufactures and sources a broad range of disposable products used in
primary care physician offices, acute and long-term care facilities and dental offices.
The Corporation converts paper, tissue and poly film into single-use products. In
addition, this division extrudes resin into film products for use in its manufacturing
processes and for sale to external customers. Its products include exam room table paper,
examination gowns, drape sheets and dental towels. The Corporation announced on February
14, 2005, that it had reached an agreement to sell substantially all of the assets of its
single-use healthcare products subsidiary, Banta Healthcare Group, Ltd. Effective February
14, 2005, this segment is considered an asset held for sale under Financial Accounting
Statement No. 144 Accounting for the Impairment or Disposal of Long-Lived
Assets and will be accounted for as a discontinued operation.

4

---

Certain Risk
Considerations

The
Corporations business is exposed to risk from a variety of factors. Three key areas
of risk, while not intended to be a comprehensive or definitive list, are summarized
below.

| |  | Competition
| | - | -----------

In
the printing services segment, consolidation within the graphic arts industry has
continued during the last few years. This trend has resulted in fewer competitors,
creating several competitors that are larger than the Corporation in size, with broader
product offerings. The major competitive factors in the Corporations printing
services segment are quality of finished products, time-to-market and distribution
capabilities, ongoing customer service, price, availability of time on equipment and
schedule flexibility. The consolidation of customers within certain of the
Corporations markets could result in greater competitive pricing pressures and the
potential for increased volume solicitation as customers reduce the number of vendors they
use. In recent years, seasonal excess capacity in the printing industry has resulted in
lower unit prices. The Corporation believes it 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.

The
major competitive factors in the Corporations supply-chain management services
segment are customer service, price, location relative to customer manufacturing sites,
quality of information technology and the ability to develop creative and innovative
solutions for customer manufacturing, fulfillment and distribution needs. In recent years,
continuing pressure from customers to reduce costs, reduce time to market and improve
quality of service has led to increased pricing pressures. The Corporation believes it has
been able to remain competitive because of its continued investment in training employees
and in technology in order to deliver excellent service.

| |  | Customers
| | - | ---------

The
Corporations supply-chain management services segment primarily serves global
technology customers. This concentration of customers within one industry creates
increased risk when there is a significant decline in this industry. In addition, this
segment has a concentration of revenue with several large customers.

Certain
of the supply-chain management services locations use a local currency other than the
United Stated dollar. Changes in foreign currency exchange rates can result in increases
or decreases in revenues and operating earnings for these locations.

| |  | General
Economic Conditions
| | - | ---------------------------

Global
economic conditions have the potential to significantly impact the Corporations
financial results. Within the printing services segment, a change in economic conditions
can impact many areas of spending, including government, business and individual spending.
These changes can have a direct impact on the amount of print business available. Examples
include:

| | 1. | Reductions
or increases in state government spending on education leads to a
               corresponding decrease or increase in the demand for educational
materials,                which are produced by the Corporations book business
unit.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | Reductions
or increases in business spending on advertising impact advertising                page
counts in magazines, and the volume of direct marketing materials. These
               changes can affect results in the Corporations publication, direct
               marketing and catalog business units.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Within
the supply-chain management services segment, a change in economic conditions that
influences individual or business spending on technology has the potential to
significantly affect the Corporations major customers in this market, which could
impact the Corporations financial performance by lowering demand for its services.

Raw Materials

The
principal raw material used by the Corporation in the printing services segment is paper.
Most of the Corporations production facilities are located in areas with
concentrated papermaking resources, 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.

5

---

During
2004, the cost of paper increased on a composite average by approximately 4%. The cost of
paper, when supplied by the Corporation, is passed through to the customer. As a result,
increased paper prices in 2004 had a modest positive impact on revenue. In 2003 and 2002,
the cost of paper decreased by approximately 2% and 10%, respectively. The cost of ink
used in certain portions of the printing services segment of the business decreased in
2004, 2003 and 2002. The Corporation uses a number of other raw materials including
resins, packaging materials and subcontracted components. The cost of these materials for
the printing services segment remained relatively stable in 2004, 2003 and 2002.

Materials
used for assembly, testing and fulfillment in the supply-chain management services segment
are specific to the customers products and may include computer keyboards or
components, cables, printed manuals, CD or DVD media, various hardware components and
packing materials. There is no single, dominant raw material used in this business
segment.

The
Corporation uses raw materials such as specialty paper (machine glaze, tissue and crepe),
resins, packaging materials and subcontracted components in the healthcare products
segment. The cost of paper increased by approximately 16% and 13% in 2004 and 2003,
respectively, and decreased by approximately 12% in 2002. The cost of resins, which are
produced from natural gas, increased by approximately 13% and 27% in 2004 and 2003,
respectively, and decreased by approximately 2% in 2002. The cost of packaging materials
and subcontracted components increased by approximately 4% in 2004 and remained relatively
stable in 2003 and 2002.

Research and Development

The
Corporation is engaged in research and development relating to technology and system
enhancements and has made investments for such purposes. One of the objectives of the
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 paper usage.

Environmental
Considerations

The
Corporation has environmental compliance programs primarily for the control of air
quality, groundwater quality, disposal of waste material and all aspects of the work
environment involving employee health. Capital expenditures for air quality equipment have
approximated 1% to 3% of total capital expenditures in each of the last three years.
Capital expenditures for environmental control equipment are expected to be in the same
range for 2005. The Corporation also incurs ongoing costs in monitoring compliance with
environmental laws concerning the disposal of waste materials and the remediation of sites
previously used for the disposal of waste materials. Requirements of the U.S.
Environmental Protection Agency and state agencies nationwide relating to disposal of
waste in landfill sites are increasing, thus creating 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 management believes that expenditures for
these purposes may have a negative impact on its earnings and those of its competitors in
the future. However, any increased costs are not expected to have a material impact on the
Corporations competitive position, assuming similar costs are required of
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
14 to the Corporations Consolidated Financial for the fiscal year ended January 1,
2005 includes information on the Corporations foreign operations.

Seasonality

There
is no significant seasonal pattern to the Corporations consolidated quarterly
revenue and earnings.

6

---

Available Information

The
Corporations Internet address is http://www.banta.com. The Corporation makes
available free of charge (other than an investors own Internet access charges)
through its Internet website the Corporations Annual Report on Form 10-K, quarterly
reports on Form 10-Q and current reports on Form 8-K, and amendments to those reports, as
soon as reasonably practicable after it electronically files such material with, or
furnishes such material to, the Securities and Exchange Commission. In addition, the
Corporation also makes available through its Internet website the Banta Code of Business
Conduct and Ethics, its Corporate Governance Guidelines and the charters of the Audit,
Compensation and Nominating and Governance Committees of the Board of Directors. Documents
available on the website are also available in print for any shareholder who requests
them. The Corporation is not including the information contained on or available through
its website as a part of, or incorporating such information by reference into, this Annual
Report on Form 10-K.

Executive Officers of the
Corporation

|Name, Age, Position                   | Business Experience During Last Five Years                                                                    
|------------------------------------- | --------------------------------------------------------------------------------------------------------------
|Stephanie A. Streeter; 47             | Chairman of the Board since April 2004; President                                                             
|Chairman of the Board,                | and Chief Executive Officer since October                                                                     
|Chief Executive Officer and President | 2002; President and Chief Operating Officer from                                                              
|                                      | January 2001 to August 2002; Chief Operating                                                                  
|                                      | Officer of idealab! (creator and operator of Internet                                                         
|                                      | businesses) from January 2000 to December 2000.                                                               
|Geoffrey J. Hibner; 55                | Chief Financial Officer since August 2003;                                                                    
|Chief Financial Officer               | independent management consultant and                                                                         
|                                      | consultant with Bridge Associates, LLC (management consulting firm) from 2000 to 2003; Senior Vice President, 
|                                      | Finance & Administration, and Chief Financial Officer of The Timberland Company (branded footwear, apparel and
|                                      | accessories) from 1997 to 2000.                                                                               
|Michael B. Allen; 45                  | President, Banta Print Sector since January 2003; Executive                                                   
|President, Banta Print Sector         | Vice President Print Sector for R.R. Donnelly (printing                                                       
|                                      | services) from 2001 to 2002; Executive Vice President                                                         
|                                      | Core Commercial Print for R.R. Donnelly from 2000 to 2001.                                                    
|Terry J. Margolis; 62                 | President, Banta Supply-Chain Management Sector since                                                         
|President, Banta Supply-Chain         | April 2003; President, Banta Healthcare Group from 2002 to                                                    
|Management and Healthcare Sector      | April 2003; Vice President, Eastern Operations of Overhead                                                    
|                                      | Door Corporation (designer, manufacturer and distributor                                                      
|                                      | of entrance systems) from 1999 to 2001. As a result of the                                                    
|                                      | Corporation's proposed sale of its healthcare business,                                                       
|                                      | it is currently anticipated that Mr. Margolis will                                                            
|                                      | leave the Corporation in the second quarter of 2005.                                                          
|Ronald D. Kneezel; 48                 | Vice President, General Counsel and Secretary.                                                                
|Vice President, General Counsel and  
|Secretary                            
|Dennis J. Meyer; 49                   | Vice President Marketing and Planning of the Corporation.                                                     
|Vice President Marketing and Planning |                                                                                                               
|Frank W. Rudolph; 48                  | Vice President Human Resources of the Corporation                                                             
|Vice President Human Resources        | since September 2000; Chief Administrative                                                                    
|                                      | Officer of Overhead Door Corporation (designer, manufacturer                                                  
|                                      | and distributor of entrance systems) from 1997 until joining                                                  
|                                      | the Corporation.                                                                                              

There are no family relationships
among 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 or her successor has been elected or appointed or until his or her death,
resignation or removal.

7

---

Item 2.     Properties

At
the end of fiscal 2004, the Corporations operations were conducted at thirty-three
production facilities in the United States and at seven foreign production facilities. The
detail of the domestic owned and leased facilities by state, along with total square
footage is as follows:

|Print Segment | Supply-Chain Management Segment
|------------- | -------------------------------
|
|Connecticut   | 1                              
|Georgia       | --                             
|Illinois      | --                             
|              |                                
|Massachusetts | --                             
|Minnesota     | 4                              
|Missouri      | 1                              
|Ohio          | 1                              
|Pennsylvania  | --                             
|Tennessee     | 1                              
|Utah          | 1                              
|Virginia      | 2                              
|Washington    | --                             
|Wisconsin     | 3                              
|             
|Total         | 14                             

Approximate square footage of owned
facilities:

|Office Space  | 354,000  
|------------- | ---------
|Manufacturing | 1,887,000
|Warehouse     | 1,788,000
|              |          
|Total         | 4,030,000
|              |          

Foreign
production facilities located in Ireland, Scotland, The Netherlands, Singapore and China
are leased. The total of all leased facilities contain approximately 3,377,000 square feet
of space. The buildings owned and leased by the Corporation are primarily of steel and
brick construction, and are considered well maintained and adequate for the
Corporations needs.

Item 3.     Legal Proceedings

In
the ordinary course of its business, the Corporation is involved in litigation matters.
Based on the Corporations assessment of these matters and on the existing reserves
provided for them, the Corporation does not believe that any of these matters, either
individually or in the aggregate, will have a material adverse effect on its results of
operations, cash flows or financial condition.

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

No
matters were submitted to a vote of the Corporations shareholders during the quarter
ended January 1, 2005.

8

---

# PART II

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

The
Corporations stock is listed on the New York Stock Exchange.

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 1, 2005,
approximately $93,278,000 of retained earnings were not restricted under these agreements.

The
information set forth under the caption Dividend Record and Market Prices in
the Corporations Annual Report to Shareholders for the fiscal year ended January 1,
2005 is hereby incorporated herein by reference in response to this Item. Reference is
also made to the information included under Item 12 of this report.

Item 6.     Selected
Financial Data

|                                          
|------------------------------------------
|2004                                      
|Revenue                                   
|                                          
|Net earnings                              
|                                          
|Diluted earnings per share of common stock
|                                          
|Dividends paid per common share           
|                                          
|                                          
|Financial Summary                         
|                                          
|Working capital                           
|                                          
|Net plant and equipment                   
|                                          
|Total assets                              
|                                          
|Total debt                                
|                                          
|Interest expense                          
|                                          
|Shareholders' investment                  
|                                          

1 2003 comprised 53 weeks, all other
years comprised 52 weeks.

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 in the Corporations Annual Report to Shareholders for the fiscal year
ended January 1, 2005 is hereby incorporated herein by reference in response to this Item.

Item 7A.     Quantitative and
Qualitative Discussion about Market Risk

The
information set forth under the caption Managements Discussion and
Analysis in the Corporations Annual Report to Shareholders for the fiscal year
ended January 1, 2005 is hereby incorporated herein by reference in response to this Item.

9

---

Item 8.     Financial
Statements and Supplementary Data

The
Consolidated Balance Sheets of the Corporation and subsidiaries as of January 1, 2005 and
January 3, 2004 and the related Consolidated Statements of Earnings, Cash Flows and
Shareholders Investment for the fiscal years ended January 5, 2005, January 3,
2004, and December 28, 2002, together with the related notes thereto and the reports of
Ernst &Young LLP, Independent Registered Public Accounting Firm set forth in the
portions of the Corporation's Annual Report to Shareholders for the fiscal year ended
January 1, 2005 filed as Exhibit 13 hereto are hereby incorporated herein by reference in
response to this Item.

10

---

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 1, 2005 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

None.

Item 9A.     Controls and
Procedures

# Evaluation of Disclosure
Controls and Procedures

The
Corporations management, with the participation of the Corporations Chief
Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the
Corporations disclosure controls and procedures (as such term is defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange
Act)) as of the end of the period covered by this report. Based on such evaluation,
the Corporations Chief Executive Officer and Chief Financial Officer have concluded
that, as of the end of such period, the Corporations disclosure controls and
procedures are effective in recording, processing, summarizing and reporting, on a timely
basis, information required to be disclosed by the Corporation in the reports that it
files or submits under the Exchange Act.

# Managements Report
on Internal Control over Financial Reporting

The
report of management required under this Item 9A is incorporated by reference to the
report set forth under the heading Managements Report on Internal Control
over Financial Reporting in the portions of the Corporation's Annual Report to
Shareholders for the fiscal year ended January 1, 2005 filed as Exhibit 13 hereto.

# Attestation Report of
Registered Public Accounting Firm

The
attestation report required under this Item 9A is incorporated by reference to the report
set forth under the heading Attestation Report of Registered Public Accounting Firm in
the portions of the Corporation's Annual Report to Shareholders for the fiscal year ended
January 1, 2005 filed as Exhibit 13 hereto.

# Changes in Internal
Controls

There
have not been any changes in the Corporations internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) during the fiscal period to which this report relates that have materially affected,
or are reasonably likely to materially affect, the Corporations internal control
over financial reporting.

Item 9B.     Other Information

On
January 24, 2005, the Compensation Committee of the Corporations Board of Directors
established the specific performance goals for participants in the Corporations
2005 short-term and long-term incentive compensation programs for the Corporations
executive officers and other key employees. The short-term incentive compensation program
is designed to provide a bonus to participants based on the achievement of annual
corporate and/or business unit performance goals. The bonus earned by each participant in
2005 will be calculated based on a fixed percentage of the participants salary and
the percentage of achievement of the annual corporate and/or business unit  performance
goals, as determined by the Board of Directors. The performance goals for the short-term
incentive compensation program are based upon the following four  metrics: (i) revenue of
the Corporation; (ii) earnings per share; (iii) return on assets managed; and (iv) for
participants affiliated with a specific business unit, in addition to the corporate goals
using the foregoing factors, the operating income, revenue and return on assets managed
of the applicable business unit.

The
long-term incentive program is designed to provide a bonus to participants based on
achievement of corporate performance goals over a three year period.  The bonus earned by
each participant in 2005 will be equal to a fixed percentage of the participants
salary, subject to minimum and maximum payouts, based on the percentage of achievement of
the three-year corporate performance goals, as determined by the Board of Directors. The
performance goals established for this plan are based upon the following three metrics:
(i) revenue of the Corporation; (ii) earnings per share; and (iii) return on assets
managed .

# PART III

Item 10.     Directors and
Executive Officers of the Registrant

The
information under the captions Election of Directors, Board of Directors
 Committees and Other Matters-Section 16(a) Beneficial Ownership
Reporting Compliance to be contained in the Corporations definitive proxy
statement for the annual meeting of shareholders to be held on April 26, 2005, when such
proxy statement is filed with the Securities Exchange Commission, will be 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.

11

---

The
Corporation has adopted a Code of Ethics for Senior Financial Officers that covers the
principal executive officer, the principal financial officer and the principal accounting
officer or controller. This Code is posted on the Corporations website at
http:/banta.com. If any substantive amendments are made to the Code of Ethics for Senior
Financial Officers or the Board of Directors grants any waiver from a provision of the
Code to any officers of the Corporation, then the Corporation will disclose the nature of
such amendment or waiver on its website at the above address.

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) to be contained in the Corporations definitive
proxy statement for the annual meeting of shareholders to be held on April 26, 2005, when
such proxy statement is filed with the Securities and Exchange Commission, will be
incorporated herein by reference in response to this Item.

Item 12.     Security Ownership of
Certain Beneficial Owners and Management and Related Shareholder Matters

The
information under the captions Stock Ownership and Approval of the 2005
Equity Incentive Plan  Equity Compensation Plan Information to be contained in
the Corporations definitive proxy statement for the annual meeting of shareholders
to be held on April 26, 2005, when such proxy statement is filed with the Securities and
Exchange Commission, will be incorporated herein by reference in response to this Item.

Item 13.     Certain
Relationships and Related Transactions

The
information under the caption Other Matters  Related Party Transaction
to be contained in the Corporations definitive proxy statement for the annual
meeting of shareholders to be held on April 26, 2005, when such proxy statement is filed
with the Securities and Exchange Commission, will be incorporated herein by reference in
response to this Item.

Item 14.     Principal
Accountant Fees and Services

The
information under the caption Ratification of Ernst & Young LLP as Independent
Auditors of the Company for 2005  Independent Auditors Fees to be
contained in the Corporations definitive proxy statement for the annual meeting of
shareholders to be held on April 26, 2005, when such proxy statement is filed with the
Securities and Exchange Commission, will be hereby incorporated herein by reference in
response to this item.

12

---

# PART IV

Item 15.     Exhibits,
Financial Statement Schedules

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

|                            
|----------------------------
|Annual Reportto Shareholders
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            

| | 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)  Bylaws, as amended (2)
| | -- | ---------------------------------------------------------------------------

| | 4. | (a)  
Note Purchase Agreement dated June 24, 1988 (3) (b)  Promissory Note           Agreement
dated July 17, 1990 (4) (c)  Rights Agreement dated November 5, 2001           (5) (d)  
Amendment to Rights Agreement dated September 30, 2002 (6) (e)  Note           Purchase
and Private Shelf Agreement dated May 12, 1994 (7) (f)  Amendment to           Promissory
Note Agreement dated July 17, 1990 (8) (g)  Note Purchase and           Medium-term Note
Agreement Dated November 2, 1995 (9) (h)  Credit Agreement dated           March 10, 2000
(10) (i)  Amendment to Purchase and Private Shelf Agreement dated           May 12, 1994
(11)
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

13

---

| | *10. | (a)  
Supplemental Executive Retirement Plan, as amended and restated (12) (b)  
          Agreement with Ronald D. Kneezel (13) (c)  Form of Agreement with Stephanie A.
          Streeter, Geoffrey J. Hibner, Michael B. Allen and Terry J. Margolis (14) (d)  
          1985 Deferred Compensation Plan for Key Employees, as amended and restated (15)
          (e)  1988 Deferred Compensation Plan for Key Employees, as amended and restated
          (16) (f)  Basic Form of Deferred Compensation Agreements under (pre-January
1994)           1985 and 1988 Deferred Compensation Plans for Key Employees (17) (g)  
Basic Form           of Deferred Compensation under (post-December 1993) 1988 Deferred
Compensation           plan for Key Employees (18) (h)  Revised Form of Indemnity
Agreements with           Directors and Certain Officers (19) (i)   Executive Trust
Agreement (20) (j)  Amendment to Executive Trust Agreement (21) (k)   1991 Stock
Option Plan, as           amended (22) (l)   Description of Supplemental Long-term
Disability Plan (23) (m)             Equity Incentive Plan, as amended (24) (n)   Agreement
with Stephanie A. Streeter           (25) (o)   Amendment to the Deferred Compensation
Plans for Key Employees (26) (p)             Executive Deferred Compensation Plan B,
as amended and restated (27)           (q)   Long-Term Incentive Cash Compensation Plan, as
amended and restated (28) (r)             Short-Term Incentive Plan, as amended and
restated (29) (s)   Deferred           Compensation Plan for Certain Directors, as amended
and restated (30) (t)             Agreement with Geoffrey J. Hibner (31) (u)   Form of
Nonstatutory Stock Option           Agreement (32) (v)   Form of Restricted Stock Award
Agreement (33) (w)   Executive           Deferred Compensation Plan C (x)  
Agreement with Michael B. Allen (y)             Agreement with Terry J. Margolis
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 13. | Portions
of Annual Report to Shareholders for the fiscal year ended January 1,           2005 that
are incorporated by reference herein.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------

| | 21. | List
of Subsidiaries.
| | --- | ---------------------

| | 23. | Consent
of Independent Registered Public Accounting Firm
| | --- | --------------------------------------------------------

| | 31.1 | Certification
by the Chief Executive Officer pursuant to Rule 13a-14(a).
| | ---- | ------------------------------------------------------------------------

| | 31.2 | Certification
by the Chief Financial Officer pursuant to Rule 13a-14(a).
| | ---- | ------------------------------------------------------------------------

| | 32 | Written
Statement of Chief Executive Officer and Chief Financial Officer pursuant to Section 906
of the Sarbanes Oxley Act of 2002
| | -- | ----------------------------------------------------------------------------------------------------------------------------------

| | * | Exhibits
10(a) through 10(y) are management contracts or compensatory plans or arrangements. All
documents incorporated herein by reference are filed with the Commission under File No.
1-14637.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (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. 3.2 to Form 8-K dated December 22, 2004 is hereby incorporated           herein by
reference.
| | --- | ---------------------------------------------------------------------------------------------------------

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

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

| | (5) | Exhibit
No. 4.1 to the Form 8-A Registration Statement dated November 5, 2001 is           hereby
incorporated herein by reference.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------

| | (6) | Exhibit
No. 4.1 to the Form 10-Q for the quarter ended September 28, 2002 is           hereby
incorporated herein by reference.
| | --- | -------------------------------------------------------------------------------------------------------------------------------

| | (7) | Exhibit
No. 4(a) to Form 10-Q for the quarter ended July 2, 1994 is hereby           incorporated
herein by reference.
| | --- | ----------------------------------------------------------------------------------------------------------------------

14

---

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

| | (9) | Exhibit
No. 4(a) to Form 10-Q for the quarter ended September 30, 1995 is hereby
          incorporated herein by reference.
| | --- | ----------------------------------------------------------------------------------------------------------------------------

| | (10) | Exhibit
No. 4(a) to Form 10-Q for the quarter ended April 1, 2000 is hereby
          incorporated herein by reference.
| | ---- | -----------------------------------------------------------------------------------------------------------------------

| | (11) | Exhibit
No. 4.1 to Form 10-Q for the quarter ended July 1, 2000 is hereby           incorporated
herein by reference.
| | ---- | ---------------------------------------------------------------------------------------------------------------------

| | (12) | Exhibit
No. 10.3 to Form 10-Q for the quarter ended October 2, 2004 is hereby
          incorporated herein by reference.
| | ---- | -------------------------------------------------------------------------------------------------------------------------

| | (13) | Exhibit
No. 10(d) to Form 10-K for the year ended January 1, 2000 is hereby
          incorporated herein by reference.
| | ---- | -----------------------------------------------------------------------------------------------------------------------

| | (14) | Exhibit
No. 10(e) to Form 10-K for the year ended January 1, 2000 is hereby
          incorporated herein by reference.
| | ---- | -----------------------------------------------------------------------------------------------------------------------

| | (15) | Exhibit
No. 10(j) to Form 10-K for the year ended December 30, 1989 is hereby
          incorporated herein by reference.
| | ---- | -------------------------------------------------------------------------------------------------------------------------

| | (16) | Exhibit
No. 10(a) to Form 10-Q for the quarter ended April 2, 1994 is hereby
          incorporated herein by reference.
| | ---- | ------------------------------------------------------------------------------------------------------------------------

| | (17) | Exhibit
No. 10(l) to Form 10-K for the year ended December 30, 1989 is hereby
          incorporated herein by reference.
| | ---- | -------------------------------------------------------------------------------------------------------------------------

| | (18) | Exhibit
No. 10(b) to Form 10-Q for the quarter ended April 2, 1994 is hereby
          incorporated herein 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. 10.1 to Form 10-Q for the quarter ended June 30, 2001 is hereby
          incorporated herein by reference.
| | ---- | -----------------------------------------------------------------------------------------------------------------------

| | (25) | Exhibit
No. 10(w) to Form 10-K for the year ended December 30, 2000 is hereby
          incorporated herein by reference.
| | ---- | -------------------------------------------------------------------------------------------------------------------------

| | (26) | Exhibit
No. 10 (x) to Form 10-K for the year ended December 30, 2000 is hereby
          incorporated herein by reference.
| | ---- | --------------------------------------------------------------------------------------------------------------------------

| | (27) | Exhibit
No. 10.2 to Form 10-Q for the quarter ended July 2, 2004 is hereby           incorporated
herein by reference.
| | ---- | ----------------------------------------------------------------------------------------------------------------------

15

---

| | (28) | Exhibit
No. 10.2 to Form 10-Q for the quarter ended October 2, 2004 is hereby
          incorporated herein by reference.
| | ---- | -------------------------------------------------------------------------------------------------------------------------

| | (29) | Exhibit
No. 10 (s) to Form 10-K for the           year ended January 3, 2004 is hereby
incorporated herein by reference.
| | ---- | ------------------------------------------------------------------------------------------------------------------------

| | (30) | Exhibit
No. 10 (t) to Form 10-K for the year ended January 3, 2004 is hereby
          incorporated herein by reference.
| | ---- | ------------------------------------------------------------------------------------------------------------------------

| | (31) | Exhibit
No. 10 (u) to Form 10-K for the year ended January 3, 2004 is hereby
          incorporated herein by reference.
| | ---- | ------------------------------------------------------------------------------------------------------------------------

| | (32) | Exhibit
No. 10 (v) to Form 10-Q for the quarter ended October 2, 2004 is hereby
          incorporated herein by reference.
| | ---- | ---------------------------------------------------------------------------------------------------------------------------

| | (33) | Exhibit
No. 10.1 to Form 10-Q for the quarter ended July 3, 2004 is hereby           incorporated
herein by reference.
| | ---- | ----------------------------------------------------------------------------------------------------------------------

| | All
documents incorporated herein by reference are filed with the Commission under File No.
1-14637.
| | ----------------------------------------------------------------------------------------------------

| | (b) | The
exhibits required to be filed are identified in Item 15(a) 3. above.
| | --- | ------------------------------------------------------------------------

| | (c) | None
| | --- | ----

16

---

# BANTA
CORPORATIONSCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS  YEARS ENDED January 1,
2005, January 3, 2004 and December 28, 2002

|Allowance for Uncollectible Accounts:
(Dollars in thousands)
|------------------------------------------------------------
|Balance, Beginning
of Year                                  
|2004                                                        
|                                                            
|2003                                                        
|                                                            
|2002                                                        
|                                                            

17

---

# 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 17, 2005 | BY:  /s/ Stephanie A. Streeter                                                        
|                      | Stephanie A. Streeter, Chairman of the Board,    President and Chief Executive Officer

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

|/s/ Stephanie A. Streeter                        | March 17, 2005
|------------------------------------------------ | --------------
|Stephanie A. Streeter, Chairman of the Board,   
|President, Chief Executive Officer, and Director |               
|/s/ Geoffrey J. Hibner                           | March 17, 2005
|Geoffrey J. Hibner, Chief Financial Officer     
|/s/ Jameson Adkins Baxter                        | March 17, 2005
|Jameson Adkins Baxter, Director                 
|/s/ John F. Bergstrom                            | March 17, 2005
|John F. Bergstrom, Director                     
|/s/ Henry T. DeNero                              | March 17, 2005
|Henry T. DeNero, Director                       
|/s/ David T. Gibbons                             | March 17, 2005
|David T. Gibbons, Director                      
|/s/ Paul C. Reyelts                              | March 17, 2005
|Paul C. Reyelts, Director                       
|/s/ Ray C. Richelsen                             | March 17, 2005
|Ray C. Richelsen, Director                      
|/s/ Michael J. Winkler                           | March 17, 2005
|Michael J. Winkler, Director                    

18

---

# Banta Corporation File
No. 1-14637Form 10-K, Year Ended January 1, 2005

EXHIBIT INDEX

_________________

Exhibit Number

|10 (w) | Executive
Deferred Compensation Plan C
|------ | ----------------------------------------

|10 (x) | Agreement
with Michael B. Allen
|------ | -------------------------------

|10 (y) | Agreement
with Terry J. Margolis
|------ | --------------------------------

|13. | Portions
of the Annual Report to Shareholders for the fiscal year ended January           1, 2005
|--- | -------------------------------------------------------------------------------------------------

|21. | List
of Subsidiaries
|--- | --------------------

|23. | Consent
of Independent Registered Public Accounting Firm
|--- | --------------------------------------------------------

|31.1 | Certification
by the Chief Executive Officer pursuant to Rule 13a-14(a).
|---- | ------------------------------------------------------------------------

|31.2 | Certification
by the Chief Financial Officer pursuant to Rule 13a-14(a).
|---- | ------------------------------------------------------------------------

|32 | Written
Statement of the Chief Executive Officer and Chief Financial Officer pursuant to Section
906 of the Sarbanes Oxley Act of 2002.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------

19