Filed Pursuant to Rule 424(b)(3)
Registration No. 33-44445
Prospectus Supplement
to
Prospectus Dated April 17, 1998
___________________________
2,300,000 PREFERRED SECURITIES
BIG FLOWER TRUST I
6% CONVERTIBLE QUARTERLY INCOME PREFERRED SECURITIES
(CONVERTIBLE QUIPSSM* securities)
(liquidation preference $50 per preferred security)
guaranteed to the extent set forth in the Prospectus by, and
convertible into common stock of,
BIG FLOWER HOLDINGS, INC.
___________________________
SEE "RISK FACTORS" BEGINNING ON PAGE 23 OF THE PROSPECTUS FOR A DISCUSSION
OF CERTAIN FACTORS TO BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE
OFFERED SECURITIES.
___________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
___________________________
This Prospectus Supplement, together with the Prospectus dated April
17, 1998, has been prepared for and is to be used by Selling Holders (as defined
in the Prospectus) in connection with resales of the Preferred Securities (as
defined in the Prospectus). The Company will not receive any of the proceeds of
such sales. The Selling Holders may act as a principal or agent in such
transactions. See "Plan of Distribution" in the Prospectus.
___________________________
The date of this Prospectus Supplement is June 2, 1998
______________
* QUIPS is a servicemark of Goldman, Sachs & Co.
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<PAGE>
This Prospectus Supplement supplements and is intended to be read in
conjunction with the Prospectus dated April 17, 1998 (the "Prospectus").
Capitalized terms used in this Prospectus Supplement and not otherwise defined
herein have the same meanings as in the Prospectus.
The following table shows the names of the Selling Holders, the shares
of Preferred Securities owned beneficially by each of them, as of May 28, 1998
(unless otherwise noted), the number of Preferred Securities that may be offered
by each of them pursuant to the Prospectus as supplemented hereby and the number
of Preferred Securities to be beneficially owned by each of them after
completion of the offering pursuant to the Prospectus, assuming all of the
shares of Preferred Securities being offered hereby are sold in the offering.
<TABLE>
<CAPTION>
SHARES OF
COMMON
NUMBER OF STOCK
PREFERRED ISSUABLE UPON NUMBER OF
SECURITIES NUMBER OF CONVERSION OF PREFERRED
BENEFICIALLY PREFERRED PREFERRED SECURITIES
OWNED AS OF SECURITIES SECURITIES BENEFICIALLY
MAY 28, OFFERED OFFERED OWNED AFTER
NAME OF SELLING HOLDER 1998(1) HEREBY HEREBY(2) THE OFFERING
---------------------- ------- ------ --------- ------------
<S> <C> <C> <C> <C>
Alexandra Global Investment Fund, II, Ltd. 35,000 35,000 60,704 0
Allstate Insurance Company............... 30,000 30,000 52,032 0
Alpine Associates........................ 112,500 112,500 195,120 0
Bear, Stearns & Co., Inc................. 35,500 35,500 61,571 0
Carrigaholt Capital (Bermuda) LP......... 44,450 44,450 77,094 0
Castle Convertible Fund, Inc............. 5,000 5,000 8,672 0
Chrysler Corporation Master Retirement
Trust................................ 31,900 31,900 55,327 0
Combined Insurance Company of America.... 11,600 11,600 20,119 0
CPR (USA)................................ 10,000 10,000 17,344 0
Delta Airlines Master Trust.............. 26,300 26,300 45,614 0
El Pomar Foundation...................... 4,600 4,600 7,978 0
Falcon Seaboard Investment
Company, L.P......................... 5,000 5,000 8,672 0
Fidelity Financial Trust; Fidelity Convertible
Securities Fund...................... 167,500 167,500 290,512 0
Froley, Revy Investment Co., Inc. for the
account of:
Arkansas PERS...................... 21,000 21,000 36,422 0
ICI American Holdings Trust........ 7,400 7,400 12,834 0
Zeneca Holdings Trust.............. 7,400 7,400 12,834 0
State of Delaware PERS............. 18,150 18,150 31,479 0
PRIM Board......................... 28,200 28,200 48,910 0
State of Oregon/SAIF Corporation... 75,000 75,000 130,080 0
Nalco Chemical Corp. Retirement.... 3,350 3,350 5,810 0
Forest Alternative Strategies Fund II, LP
1A5F................................. 34,000 34,000 58,969 0
Forest Global Convertible Fund Series A-5 34,250 34,250 59,403 0
Forest Alternative Strategies II, LP 2A5M 1,500 1,500 2,601 0
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON
NUMBER OF STOCK
PREFERRED ISSUABLE UPON NUMBER OF
SECURITIES NUMBER OF CONVERSION OF PREFERRED
BENEFICIALLY PREFERRED PREFERRED SECURITIES
OWNED AS OF SECURITIES SECURITIES BENEFICIALLY
MAY 28, OFFERED OFFERED OWNED AFTER
NAME OF SELLING HOLDER 1998(1) HEREBY HEREBY(2) THE OFFERING
---------------------- ------- ------ --------- ------------
<S> <C> <C> <C> <C>
Forest Alternative Strategies Fd II, LP 2A5I 3,000 3,000 5,203 0
Golden Rule Insurance Company............ 30,000 30,000 52,032 0
Goldman, Sachs & Co...................... 4,350 4,350 7,544 0
13,000 13,000 22,547 0
19,350 19,350 33,560 0
25,000 25,000 43,360 0
Highbridge International LLC............. 85,000 85,000 147,424 0
KA Trading LP............................ 8,250 8,250 14,308 0
KA Management Ltd........................ 16,750 16,750 29,051 0
LLT Limited.............................. 2,250 2,250 3,902 0
McMahan Securities Co., L.P.............. 20,000 20,000 34,688 0
Northwestern Mutual Life Ins. Co.(3)..... 80,000 80,000 138,752 0
OCM Convertible Trust.................... 47,600 47,600 82,557 0
Oppenheimer Total Return Fund Inc........ 100,000 100,000 173,440 0
Paloma Securities L.L.C.................. 155,000 155,000 268,832 0
Pitney Bowes Retirement Fund............. 20,000 20,000 34,688 0
Provident Life and Accident Insurance
Company.............................. 70,000 70,000 121,408 0
Raytheon Company Master Pension
Trust............................... 16,500 16,500 28,617 0
State Employees' Retirement Fund of the
State of Delaware................... 13,100 13,100 22,720 0
State of Connecticut Combined Investment
Funds............................... 40,600 40,600 70,416 0
The Class 1C Company, Ltd................ 54,450 54,450 94,438 0
TQA Arbitrage Fund L.P................... 17,000 17,000 29,484 0
TQA Leverage Fund L.P.................... 20,000 20,000 34,688 0
TQA Vantage Fund, Ltd.................... 25,000 25,000 43,360 0
TQA Vantage Plus, Ltd.................... 14,500 14,500 25,148 0
Vanguard Convertible Securities Fund
Inc................................. 32,400 32,400 56,194 0
Variable Insurance Products Fund II High
Income Portfolio.................... 87,500 87,500 151,760 0
WG Trading Co............................ 37,500 37,500 65,040 0
--------- --------- --------- -----------
Total.............................. 1,807,700 1,807,700 3,135,262 0
========= ========= ========= ===========
</TABLE>
___________________
(1) For the purposes of this table, a person is deemed to have "beneficial
ownership" of securities over which such person, directly or indirectly
through any contract, arrangement, understanding, relationship or
otherwise, has or shares (x) voting power (which includes the power to
vote or to direct the voting of such securities) or (y) investment power
(which includes the power to dispose or direct the disposition of such
securities). A person is also deemed to be the beneficial owner of
securities: (i) the beneficial ownership of which such person has the
right, at any time within 60 days from May 28, 1998 (or such later date as
noted in the above table), to acquire, including but not limited to any
right to acquire through the exercise of options, warrants or rights, the
conversion of a convertible security or the revocation or
Page 3 of 4
<PAGE>
automatic termination of a trust or discretionary account or similar
arrangement; (ii) the beneficial ownership of which such person has the
right to acquire (as specified in (i)) at any time, where such right is
acquired for the purpose, or with the effect, of changing or influencing
control of the Company, or in connection with or as a participant in any
transaction having such purposes or effect; or (iii) with respect to which
such person, directly or indirectly, through the creation or use of a
trust, a proxy, power of attorney, pooling arrangement or any other
contract, arrangement or device purports to have divested himself of
beneficial ownership or to have prevented the vesting of beneficial
ownership as part of a scheme to evade the reporting requirements of
Section 13(d) or (g) of the Securities and Exchange Act of 1934.
Beneficial ownership is given as of May 28, 1998 unless noted otherwise.
(2) No fractional shares of Common Stock will be issued as a result of
conversion, but, in lieu thereof, such fractional interest will be paid
in cash.
(3) Includes 5,000 shares held in The Northwestern Mutual Life Insurance
Company Group Annuity Separate Account.
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