CADMUS COMMUNICATIONS CORP/NEW
10-K, 1994-09-27
BOOK PRINTING
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K
(MARK ONE)
     ( X )         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
             THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
                    FOR THE FISCAL YEAR ENDED JUNE 30, 1994
                                       OR
     (   )         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
             THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
                         COMMISSION FILE NUMBER 0-12954
                       CADMUS COMMUNICATIONS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



                          VIRGINIA                     54-1274108
               (STATE OR OTHER JURISDICTION OF      (I.R.S. EMPLOYER
               INCORPORATION OR ORGANIZATION)     IDENTIFICATION NO.)


                       6620 WEST BROAD STREET, SUITE 500
                            RICHMOND, VIRGINIA 23230
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
              REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (804) 287-5680
          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
         CADMUS COMMUNICATIONS CORPORATION COMMON STOCK, $.50 PAR VALUE
                                (TITLE OF CLASS)
     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities 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. Yes (check mark)   No
     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. (check mark)
     As of July 29, 1994, 5,988,886 shares of Registrant's common stock were
outstanding, and the aggregate market value of the Registrant's common stock
held by non-affiliates was approximately $97,488,804 based on the last sale
price on July 29, 1994.
                      DOCUMENTS INCORPORATED BY REFERENCE:
          (1) Portions of the Registrant's Annual Report to Shareholders for the
              fiscal year ended June 30, 1994 incorporated into Parts I and II
              hereof; and (2) Portions of the Registrant's Proxy Statement for
              Annual Meeting of Shareholders to be held November 9, 1994
              incorporated into Part III hereof.




<PAGE>
                                        INDEX


     PART I

                                            Page
     Item 1.   Business
               Introduction  . . . . . . . . . . . . . . . . .  3
               Printing and Marketing  . . . . . . . . . . . .  3
               Publishing  . . . . . . . . . . . . . . . . . .  4
               Other Factors Affecting the Business of Cadmus   4

     Item 2.   Properties  . . . . . . . . . . . . . . . . . .  6

     Item 3.   Legal Proceedings . . . . . . . . . . . . . . .  7

     Item 4.   Submission of Matters to a Vote of Security
                 Holders . . . . . . . . . . . . . . . . . . .  7


     PART II

     Item 5.   Market for the Registrant's Common Equity and
               Related Stockholder Matters . . . . . . . . . .  7

     Item 6.   Selected Financial Data . . . . . . . . . . . .  7

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

     Item 8.   Financial Statements and Supplementary Data . .  7

     Item 9.   Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure . . . . . .  7


     PART III

     Item 10.  Directors and Executive Officers of the
               Registrant  . . . . . . . . . . . . . . . . . .  8

     Item 11.  Executive Compensation  . . . . . . . . . . . .  8

     Item 12.  Security Ownership of Certain Beneficial Owners
               and Management  . . . . . . . . . . . . . . . .  9

     Item 13.  Certain Relationships and Related Transactions   9


     PART IV

     Item 14.  Exhibits, Financial Statement Schedules, and
               Reports on Form 8-K . . . . . . . . . . . . . .  9





<PAGE>



                                        PART I
                                  ITEM 1.  BUSINESS

                                     Introduction
          Cadmus  Communications Corporation  ("the Company"  or "Cadmus")  is a
     graphic communications  company which,  through its  subsidiaries, provides
     printing,  marketing, and publishing services.   The Company  is a Virginia
     corporation headquartered at 6620  West Broad Street, Suite  500, Richmond,
     Virginia 23230.
          Cadmus  was formed in 1984  when The William  Byrd Press, Incorporated
     ("Byrd"), a leading regional  publications printer, combined its operations
     with Washburn Graphics, Inc.  ("Washburn"), a vertically integrated graphic
     arts firm.  Byrd, in  operation since 1904, is based in  Richmond, Virginia
     and  Washburn,  in  operation since  1902,  is  based  in Charlotte,  North
     Carolina.
          Since  its  inception in  1984,  Cadmus  has grown  primarily  through
     acquisitions   of  companies   which  either   complement  or   expand  the
     capabilities  the Company offers its  customers.  On  June 30, 1986, Cadmus
     acquired American Graphics, Inc.  ("American"), a full-service graphic arts
     firm  specializing in promotional printing  and the production of point-of-
     sale  advertising materials  which is  based in  Atlanta, Georgia.   Cadmus
     Direct Marketing, Inc. ("CDMI"),  formerly Washburn Direct Marketing, Inc.,
     was  incorporated on  January  1, 1990,  having  previously operated  as  a
     division  of  Washburn.    CDMI  provides  direct  marketing  and  database
     management services.
          During fiscal  year 1988, Cadmus acquired  three additional companies:
     Three  Score,  Inc. ("3  Score"), an  Atlanta,  Georgia company  engaged in
     retail    and   other    direct    mail   catalog    production   services;
     Garamond/Pridemark   Press,  Inc.   ("Garamond"),  located   in  Baltimore,
     Maryland;  and  Vaughan  Printers,  Incorporated  ("Vaughan"),  located  in
     Orlando,  Florida.    Both  Garamond  and  Vaughan are  smaller  commercial
     printing companies specializing in products similar to those at Washburn.
          In  fiscal year  1992, the  Company acquired Tuff  Stuff Publications,
     Inc. ("Tuff Stuff") a  Richmond, Virginia based publisher of  pricing guide
     magazines for various trading  card collectors and other  related products.
     During  fiscal year 1993, the Company completed a joint venture arrangement
     with  The  Lanman Companies,  Inc.  ("Lanman")  whereby  the operations  of
     Vaughan  were combined with  those of Central Florida  Press, a division of
     Lanman.  This new company, Central Florida Press, L.C. ("CFP"),  located in
     Orlando,  Florida, has both sheetfed and half-web print capabilities.  Also
     during  the  year, the  Company  acquired  Marblehead Communications,  Inc.
     ("Marblehead"),  based  in  Boston,  Massachusetts,  is  a  contract/custom
     publisher that produces magazines and newsletters.
          During  fiscal year  1994,  the Company  acquired  the net  assets  of
     Waverly Press from Waverly, Inc.  Waverly Press is a Maryland-based premier
     printer  of scientific,  scholarly and  medical  journals and  now operates
     under the name Cadmus Journal Services, Inc ("Cadmus Journal Services").

                                Printing and Marketing

          Printing  and marketing  services account  for approximately  92.5% of
     Cadmus revenues.  Printing operations provide  a full range of services  to
     customers which include state-of-the-art data imaging, electronic prepress,
     multicolor  printing,  custom  binding  and  distribution  services.    The
     following is a list of major printed materials produced  with some examples
     of each:




<PAGE>



   Research Journals      Medical and Biomedical, Technical and Scientific,
                          Learned and Scholarly, and Mathematics Journals

   Specialty Periodicals  Professional,  Trade, Corporate  and Consumer
     Magazines

   Financial Documents    Debt and Equity Offerings, Proxy Statements,
                          Annual Reports, and Quarterly Reports

   Promotional Materials  Catalogs, Directories, Brochures, Product
                          Literature, and Point-of-Sale Materials

   Specialty Packaging    Cartons, Portfolio Folders,  3-D Mailers  and
                          Video Sleeves







<PAGE>



          Through  our  marketing  services  we  provide  our  clients  complete
     creative,  production,  mailing,  and   fulfillment  services  for   direct
     marketing programs  and marketing  information systems.   Cadmus integrates
     direct  marketing  functions, ranging  from  consumer  market research  and
     agency services to database  management and marketing information analysis,
     with the resulting ability to  implement tactical direct response campaigns
     and  programs for  our  clients.   Cadmus  also provides  turn-key  catalog
     services  from original  design  conception through  the final  product for
     retail  department  stores,  direct  marketing  retailers,  and  industrial
     customers.

                                      Publishing

          Publishing services account for approximately 7.5% of Cadmus revenues.
     There are two major types published products:

          Consumer Products   Tuff  Stuff  publishes special  interest magazines
                              which target specific consumers.   Currently there
                              are four such Cadmus-owned publications:
                                        Tuff Stuff
                                        Tuff Stuff's Collect!
                                        Kenner Guide
                                        Mid-Atlantic Soccer

          Contract Products   Marblehead publishes magazines  for clients  under
                              contract whereby  the client retains  ownership of
                              the  title.    Cadmus  contract  services  include
                              design, editorial,  advertising sales, production,
                              and distribution of titles.

                    Other Factors Affecting the Business of Cadmus

     Seasonal Fluctuations
          Seasonal  fluctuations  occur  in  the overall  demand  for  printing.
     Printing of both periodicals  for the educational and scholarly  market and
     promotional  materials tends  to decline  in  the summer  months.  However,
     consumer  publications tend  to peak  before Christmas  and  before Easter.
     Printing of interim  financial statements  clusters around the  end of  the
     first  month in each calendar quarter and  printing of annual reports tends
     to fall into the first and second calendar quarters.  All  of these factors
     combine  to give Cadmus  a modest seasonal pattern  with the months October
     through  June  producing volumes  slightly  greater  than the  months  July
     through September.

     Raw Materials
          The  principal  raw  material  used  in  Cadmus'  business  is  paper.
     Significant  stock inventories are not maintained except at Byrd and Cadmus
     Journal Services, where a supply of roll paper stock is required to operate
     the web presses.  The other companies generally purchase paper  on a direct
     order basis for  specific jobs.   Cadmus purchases  its paper  requirements
     under  agreements that  guarantee  tonnage and  provide  short range  price
     protection for three to six month intervals.  The price of paper charged to
     customers  is  subject to  escalation so  that,  except in  rare instances,
     Cadmus does not have exposure to changes in the cost of paper.
          All Cadmus subsidiaries use a variety of other raw materials including
     ink,  film,  offset  plates,  chemicals   and  solvents,  glue,  wire,  and
     subcontracted  components.   In  general,  none of  the  subsidiaries  have
     experienced any significant difficulty in obtaining raw materials.


<PAGE>



     Competition
          Cadmus is subject  to competition  from a large  number of  companies,
     some  of which have greater resources  and capacity.  In recent years there
     has been an excess of capacity in the printing industry which has increased
     competition.  Rapid technological change has brought new competitors to the
     marketplace.
          The markets served by  Cadmus face competition based on  a combination
     of factors including quality, service levels and price.




<PAGE>



     Employees
          As  of   June  30,   1994,  Cadmus   and  its   subsidiaries  employed
     approximately  2,400  persons.   No employees  are  currently covered  by a
     collective  bargaining agreement.   Cadmus believes  its relationship  with
     employees is excellent.

     Regulation
          The  printing business  uses  or generates  substantial quantities  of
     inks, solvents,  and  other waste  products  which require  disposal.   The
     subsidiaries  usually return salvageable waste  ink to their suppliers, and
     contract for the removal of other waste products.
          Cadmus believes  its subsidiaries  are in substantial  compliance with
     all applicable air quality, waste disposal, and other environmental-related
     rules and  regulations, as well  as with other general  employee health and
     safety laws and regulations.
          The  Virginia  State Air  Pollution  Control Board  (the  "Board") has
     expressed concern about excessive levels of certain air pollutant emissions
     throughout the  metropolitan  Richmond  area  from  a  number  of  sources,
     including  automobiles and local  industries, such as Byrd.   The Board has
     made  no decision whether further  emission reductions will  be required by
     automotive  or industry emissions controls.  Depending on any future action
     by the Board  and in conjunction with the Clean Air Act Amendments of 1990,
     several  industries,  including  Byrd, will  be  required  to  take further
     actions  to reduce emission levels,  which may include  the installation of
     additional air pollution control equipment.  The amount of the expenditures
     necessitated by any such actions is not anticipated to be material.
                                   ________________

     See  pages 6  through 9  and 12  through 17  of the  1994 Annual  Report to
     Shareholders  (the  "Annual  Report")  for additional  information  on  the
     business of Cadmus and its subsidiaries, which information is  incorporated
     herein by reference.






<PAGE>


                                 ITEM 2.  PROPERTIES

          The following  table  contains  information  regarding  the  Company's
     primary facilities as of June 30, 1994:

<TABLE>

                                                 Square          Own/
                        Facility                  Feet          Lease*              Use
     <S>                                        <C>             <C>        <C>
     Cadmus Communications Corporation           17,160          Lease     Office
     Richmond, VA   (headquarters)

     American Graphics, Inc.                    120,000          Own       Office, production, and storage
     Atlanta, GA (A)

     The William Byrd Press, Incorporated       268,000          Own       Office, production, and storage
     Richmond, VA (B)

     The William Byrd Press, Incorporated        15,000          Own       Office, production, and storage
     Springfield, VA

     The William Byrd Press, Incorporated        72,000          Lease     Storage
     Richmond, VA

     Cadmus Color Center, Inc.                   20,000          Lease     Office, production, and storage
     Richmond, VA

     Cadmus Journal Services, Inc.              202,400          Own       Office, production, and storage
     Easton, MD

     Cadmus Journal Services, Inc.               51,700          Lease     Office
     Linthicum, MD

     Expert Graphics, Inc.                       35,200          Lease     Office, production, and storage
     Richmond, VA (B)

     Garamond Pridemark/Press, Inc.              43,000          Own       Office, production, and storage
     Baltimore, MD

     Graftech Corporation                        18,000          Own       Office, production, and storage
     Charlotte, NC

     Three Score, Inc.                           60,000          Own       Office, production, and storage
     Atlanta, GA (C)

     Tuff Stuff Publications, Inc.               15,000          Lease     Office and storage
     Richmond, VA

     Washburn Graphics, Inc.                    100,000          Own       Office, production, and storage
     Charlotte, NC

     Cadmus Direct Marketing, Inc.               30,000          Lease     Office and storage
     Charlotte, NC (B)

</TABLE>

     *  Cadmus does not consider any of the leased premises material to the
     overall business of its subsidiaries.


         (A) Includes three facilities.

         (B) Includes two facilities.


         (C) The Company is negotiating a sale/leaseback of this building (See
             Note 5 in the 1994 Annual Report).





<PAGE>





                              ITEM 3.  LEGAL PROCEEDINGS

          Neither Cadmus nor any  of its subsidiaries are party to  any material
     pending legal proceedings before any  court, administrative agency or other
     tribunal.

            ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          None.

                                       PART II

                  ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY
                               AND RELATED STOCKHOLDER MATTERS

          Cadmus common stock  is traded in the over-the-counter market  and has
     been   quoted  in   the   National  Association   of  Securities   Dealers,
     Inc. Automated Quotation  System ("NASDAQ")  under the symbol  "CDMS" since
     July  2, 1984  and in  the NASDAQ  National Market  System since  April 16,
     1985.  The stock of Byrd, the predecessor issuer to Cadmus, was also quoted
     in NASDAQ from September 7, 1983, the date of Byrd's first public offering,
     until  June 29,  1984.   Information  with  respect  to  market  prices  is
     presented on page  23 of the  Annual Report and  is incorporated herein  by
     reference.
          As of August 30, 1994, the approximate number of beneficial holders of
     Cadmus  common stock  was 3,300,  which includes  stockholders  recorded on
     security position listings.
          On August 10, 1994, Cadmus declared a regular quarterly cash  dividend
     of $.05 per share, payable on September 2, 1994, to  shareholders of record
     as of August  19, 1994.  Information with respect  to dividends declared is
     presented  on page 23  of the Annual  Report and is  incorporated herein by
     reference.
          Cadmus anticipates that it will continue its policy of paying  regular
     quarterly dividends.  The  amount of  any future dividends  will depend  on
     general business conditions encountered by Cadmus, as well as the financial
     condition,  earnings and  capital requirements  of Cadmus,  and such  other
     factors  as the  Board  of Directors  may  deem relevant.   For  additional
     information regarding  restrictions on payment of dividends,  see the Notes
     to Consolidated Financial Statements (Note 8) referenced in  Item 8 of this
     report.

                           ITEM 6.  SELECTED FINANCIAL DATA

          The  information presented  under the  caption  "Selected Consolidated
     Financial Data" on  page 19 of the Annual Report  is incorporated herein by
     reference.

              ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS

          The information  presented under the  caption "Management's Discussion
     and Analysis" on pages 20  through 23 of the Annual Report  is incorporated
     herein by reference.

                 ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



<PAGE>



          The  consolidated   financial  statements   of  the   registrant   and
     subsidiaries contained on  pages 24  through 34  of the  Annual Report  are
     incorporated herein by reference.
          The supplementary data regarding quarterly results presented under the
     caption "Selected  Quarterly Data"  on  page 23  of  the Annual  Report  is
     incorporated herein by reference.

               ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                            ON ACCOUNTING AND FINANCIAL DISCLOSURE
          On  August 18, 1994, the  Company engaged the firm  of Arthur Andersen
     LLP  as the Company's independent  accountants for fiscal  year ending June
     30, 1995.   The firm of  Coopers & Lybrand  L.L.P. served as  the Company's
     independent accountants  for the  fiscal  year ended  June 30,  1994.   The
     change in accountants was recommended by the Audit Committee of the Company
     and approved by the Company's Board of Directors.







<PAGE>



                                       PART III
          Except as otherwise indicated, information called for by the following
     Items under Part  III is contained  in the Proxy  Statement for the  Annual
     Meeting  of Cadmus  Stockholders ("Proxy  Statement") to  be mailed  to the
     Stockholders on or about September 23, 1994.

               ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

          Information on the directors of the Registrant is contained on pages 5
     through  8 and  19 of  the Proxy  Statement and  is incorporated  herein by
     reference.

        The  executive officers  of  Cadmus  are  elected  by  the Board  of
     Directors of  the Company  to serve  one-year terms.   The following  table
     contains information about the executive officers  of Cadmus as of June 30,
     1994:

<TABLE>

                              Position and               Other Business Experience
     Name (Age)               Length of Service          During Past Five Years
     <S>                      <C>                        <C>
     Wallace                  Chairman of the Board         Chief Executive Officer,
     Stettinius (61)          and Officer, Cadmus           Cadmus 1984-1992;
                              1984-present.                 President, Cadmus 1986-
                                                            1990.


     C. Stephenson            President and Chief           President and Chief
     Gillispie, Jr. (52)      Executive Officer,            Operating Officer, Cadmus
                              Cadmus 1992-present.          1990-1992;  President and
                                                            Chief Executive Officer,
                                                            Byrd and Expert, 1989-1992.

     Michael Dinkins (40)     Vice President and Chief      Manager Finance for
                              Financial Officer, Cadmus     Marketing, GE Appliance
                              1993-present.                 1993; Manager Finance for
                                                            Sales, GE Appliance 1992;
                                                            Manager of Commercial
                                                            Real Estate, GE Capital
                                                            1989-1992.

     John H. Phillips (50)    Vice President-Operations     Executive Vice President
                              and Chief Operating           and Chief Operating Officer,
                              Officer, Cadmus 1992-present. Byrd 1990-92; Senior Vice
                                                            President of Manufacturing
                                                            and Plant Operations, Byrd 1987-1990.

     Bruce V. Thomas (37)     Vice President, Secretary     Partner, Mays & Valentine
                              and General Counsel, Cadmus   1989-1992.
                              1992-present.

     David E. Bosher (41)     Vice President and Treasurer, Chief Financial Officer,
                              Cadmus 1993-present.          Cadmus 1990-1993;
                                                            Corporate Controller,
                                                            Cadmus 1988-1990.

</TABLE>




<PAGE>




                           ITEM 11.  EXECUTIVE COMPENSATION
          Information on Executive Compensation is contained on pages 10 through
     18 of the Proxy Statement and is incorporated herein by reference.







<PAGE>



              ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                                   AND MANAGEMENT
          Information on Security Ownership of Certain Beneficial Owners and
     Management is contained on pages 2 through 4 of the Proxy Statement and is
     incorporated herein by reference.

               ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          Information on Certain Relationships and Related Transactions is
     contained on page 10 of the Proxy Statement and is incorporated herein by
     reference.
                                       PART IV

                 ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
                               AND REPORTS ON FORM 8-K

     (a)  Financial Statements and Schedules

          The financial statements incorporated by reference into this report
     and the financial statement schedules filed as part of this report are
     listed in the Index to Financial Statements and Schedules on page 12
     hereof.

     (b)  Reports on Form 8-K

          No reports on Form 8-K were filed by the registrant during the last
     quarter of the period covered by this report.

     (c)  Exhibits
          The Exhibits listed in the accompanying "Index of Exhibits" on pages
     20 through 21 hereof are filed as a part of this report.

     Management Contracts of Compensatory Plans and Arrangements

          Set forth below are the management contracts or compensatory plans and
     arrangements required to be filed as Exhibits to this report pursuant to
     Item 14(c) hereof including their location:

     Cadmus Executive Incentive Plan dated July 30, 1985 - Form 10-K for fiscal
     year ended June 30, 1985, Exhibit 10.1.

     Cadmus Supplemental Executive Retirement Plan as restated effective July 1,
     1992 - Form 10-K for fiscal year ended June 30, 1992, Exhibit 10.2 filed on
     Form SE dated September 25, 1992.

     Cadmus 1984 Stock Option Plan - Form 10-K for the fiscal year ended June
     30, 1985, Exhibit 10.3.

     Byrd 1983 Stock Option Plan - Registration Statement No. 2-90742, Exhibit
     10.9.

     1992 Non-Employee Director Stock Compensation Plan - Form 10-K for fiscal
     year ended June 30, 1992, Exhibit 10.5 filed on Form SE dated September 25,
     1992.

     Cadmus 1990 Long-Term Incentive Stock Plan as amended effective August 10,
     1994 - Form 10-K for fiscal year ended June 30, 1994, Exhibit 10.6.

     Employee Retention Agreement dated as of September 1, 1991 between Cadmus
     Communications Corporation and Wallace Stettinius - Form 10-K for fiscal
     year ended June 30, 1991, Exhibit 10.8 filed on Form SE dated September 23,
     1991.

     Employee Retention Agreement dated as of September 1, 1991 between Cadmus
     Communications Corporation and C. Stephenson Gillispie, Jr. - Form 10-K for
     fiscal year ended June 30, 1991, Exhibit 10.9 filed on Form SE dated
     September 23, 1991.

     Employee Retention Agreement dated as of September 1, 1991 between Cadmus
     Communications and David E. Bosher - Form 10-K for fiscal year ended June
     30, 1991, Exhibit 10.10 filed on Form SE dated September 23, 1991.

     Employee Retention Agreement dated as of May 1, 1992 between Cadmus
     Communications and Bruce V. Thomas - Form 10-K for fiscal year ended June
     30, 1992, Exhibit 10.11 filed on Form SE dated September 25, 1992.

     Employee Retention Agreement dated as of September 1, 1991 between Cadmus
     Communications Corporation and John H. Phillips - Form 10-K for fiscal year
     ended June 30, 1993, Exhibit 10.11.

     Employee Retention Agreement dated as of September 21, 1993 between Cadmus
     Communications Corporation and Michael Dinkins - Form 10-K for fiscal year
     ended June 30, 1994, Exhibit 10.12.



<PAGE>

                                      Signatures

          Pursuant to the requirements of Section 13 or 15(d) of the Securities
     Exchange Act of 1934, the Registrant has duly caused this report to be
     signed on its behalf by the undersigned, thereunto duly authorized, as of
     the 27th day of September, 1994.

                                        CADMUS COMMUNICATIONS CORPORATION


                                        /s/ C. Stephenson Gillispie, Jr.
                                        C. Stephenson Gillispie, Jr.
                                        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 their capacities, as of the 27th day of September, 1994.

          Signature                                         Title
                                          President, Chief Executive Officer
    /s/  C. Stephenson Gillispie, Jr.     and Director (Principal Executive
      C. Stephenson Gillispie, Jr.        Officer)

      /s/  Michael Dinkins                Vice President and Chief
           Michael Dinkins                Financial Officer
                                          (Principal Financial and
                                          Accounting Officer)

     */s/ Robert I. Dalton, Jr.           Director
           Robert I. Dalton, Jr.

     */s/ Lee P. Dudley                   Director
           Lee P. Dudley

     */s/ Price H. Gwynn, III             Director
           Price H. Gwynn, III

     */s/ Frank G. Louthan, Jr.           Director
           Frank G. Louthan, Jr.

     */s/ John D. Munford, II             Director
           John D. Munford, II

     */s/ John C. Purnell, Jr.            Director
           John C. Purnell, Jr.

     */s/ Russell M. Robinson, II         Director
           Russell M. Robinson, II

     */s/ John W. Rosenblum               Director
           John W. Rosenblum

     */s/ Wallace Stettinius              Chariman of the Board and
          Wallace Stettinius              Director


     */s/ Bruce A. Walker                 Director
           Bruce A. Walker

     *By /s/ C. Stephenson Gillispie, Jr.
           C. Stephenson Gillispie, Jr.
                Attorney-in-fact


<PAGE>



                     INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

          The Consolidated Balance Sheets  of Cadmus Communications  Corporation
     and Subsidiaries as of June 30, 1994 and 1993, and the related Consolidated
     Statements  of Income and  Cash Flows  for each of  the three years  in the
     period ended June 30,  1994, including the notes  thereto, are included  on
     pages 24 through 34 in the  Registrant's Annual Report and are incorporated
     herein by reference.  With the exception of the aforementioned information,
     and the  information incorporated by reference in numbered Items 1, 5, 6, 7
     and 8, no other data appearing in the Annual Report is deemed to be "filed"
     as part of this Form 10-K.   The following additional financial data should
     be read in conjunction with these consolidated financial statements.


                                                                   Page

     Report of Independent Accountants . . . .                      13

     Financial Statement Schedules: *

       II - Amounts Receivable from Related Parties and
            Underwriters, Promoters, and Employees Other
            Than Related Parties . . . . . . .                      14

        V - Property, Plant and Equipment  . .                      15

       VI - Accumulated Depreciation and Amortization
             of Property, Plant and Equipment                       16

     VIII - Valuation and Qualifying Accounts                       17

       IX - Short-Term Borrowings  . . . . . .                      18

        X - Supplementary Income Statement Information .            19

     * All other schedules have  been omitted since the required  information is
       not   present  in  amounts  sufficient  to   require  submission  of  the
       schedules,  or  because  the  information required  is  included  in  the
       consolidated financial statements, including the notes thereto.



<PAGE>



                          REPORT OF INDEPENDENT ACCOUNTANTS

     To the Shareholders and Board of Directors
     Cadmus Communications Corporation:

          We  have  audited  the  consolidated  financial statements  of  Cadmus
     Communications Corporation and Subsidiaries  as of June 30, 1994  and 1993,
     and  for each of the three  years in the period ended  June 30, 1994, which
     financial statements are included on pages 24 through 34 of the 1994 Annual
     Report  to   Shareholders   of  Cadmus   Communications   Corporation   and
     incorporated  by  reference herein.   We  have  also audited  the financial
     statement  schedules listed  in the  index on  page 12  of this  Form 10-K.
     These  financial  statements  and  financial statement  schedules  are  the
     responsibility  of the  Company's  management.   Our  responsibility is  to
     express an  opinion on these  financial statements and  financial statement
     schedules 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 consolidated financial  position of
     Cadmus  Communications Corporation and Subsidiaries as of June 30, 1994 and
     1993, and the consolidated results of their operations and their cash flows
     for each of the three years in the period ended June 30, 1994 in conformity
     with  generally  accepted  accounting  principles.   In  addition,  in  our
     opinion,  the  financial  statement   schedules  referred  to  above,  when
     considered in relation to the basic financial  statements taken as a whole,
     present  fairly, in all material  respects, the information  required to be
     included therein.

          As  discussed  in  Notes  9  and  11  to  the  consolidated  financial
     statements,  effective  as of  the beginning  of  1994, Cadmus  changed its
     method  of accounting  for  income  taxes  to  conform  with  Statement  of
     Financial Accounting Standards  No. 109  and its method  of accounting  for
     postretirement benefits other  than pensions to  conform with Statement  of
     Financial Accounting Standards No. 106.




                                           /s/   Coopers & Lybrand L.L.P.
                                              Coopers & Lybrand L.L.P.




     Richmond, Virginia
     August 2, 1994


<PAGE>



                                                                     SCHEDULE II


                          CADMUS COMMUNICATIONS CORPORATION
         AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS, PROMOTERS,
                       AND EMPLOYEES OTHER THAN RELATED PARTIES
                                    (in thousands)

<TABLE>
<CAPTION>
                                                                             Balance  at
                                                      Deductions            End of Period
                           Balance at
                           Beginning                    Amounts     Amounts                   Not
Name of Debtor             of Period      Additions    Collected   Written Off   Current    Current
<S>                        <C>            <C>          <C>         <C>           <C>        <C>
June 30, 1992:

  Stephen L. Johnson and
  Patricia D. Johnson        $ ---          $ 483        $ ---       $ ---         $483       $ ---

 June 30, 1993:
   Stephen L. Johnson and
   Patricia D. Johnson        $ 483          $ ---        $ ---       $ ---         $483       $---

June 30, 1994:
   Stephen L. Johnson and
   Patricia D. Johnson (A)    $ 483          $ ---         $156        $ ---        $327       $---

   James D. Causey (B)        $ ---          $ 389         $327        $ 62         $---       $ ---

   John K. Hoey (C)           $ ---          $ 120         $---        $ ---        $120       $---

</TABLE>

     (A)  Principal and interest  (accruing at a variable rate)  are due in full
          on the earlier of June 30,  1994, or upon the sale of certain property
          serving as collateral for the loan.

     (B)  Principal  and interest  (accruing  at  2.00%) were  paid in  full  or
          written off on June 30, 1994, upon the sale of the property serving as
          collateral for the loan.

     (C)  Principal is due in full  upon the sale of certain property serving as
          collateral for the loan.


<PAGE>



                                                                      SCHEDULE V

                          CADMUS COMMUNICATIONS CORPORATION
                            PROPERTY, PLANT AND EQUIPMENT
                                    (in thousands)
<TABLE>
<CAPTION>
                                 Balance at                                           Other Changes        Balance at
                                 Beginning           Additions                        Add (Deduct)-        End of
Classification                   of Period            at Cost       Retirements       Describe             Period 
<S>                             <C>                  <C>            <C>               <C>                   <C> 
Year Ended June 30, 1992:
  Land                           $   2,788            $   --           $  --            $   --               $ 2,788
  Buildings and improvements        30,432              1,183             35                20 (A)            31,600
  Machinery, equipment and 
       fixtures                     79,131             11,416 (B)      2,902               260 (A)            87,905
  Transportation equipment             227                 29             22                13 (A)               247

                                  $112,578            $12,628        $ 2,959            $  293              $122,540
 Year Ended June 30, 1993:
   Land                          $   2,788            $   --         $  --              $   (2)(C)          $  2,786
   Buildings and improvements       31,600                331              6                61 (C)            31,986
   Machinery, equipment and
     fixtures                       87,905             10,853 (B)      1,626            (3,025)(C)            94,107
   Transportation equipment            247                 19             19               (29)                  218

                                  $122,540            $11,203        $ 1,651           $(2,995)             $129,097

Year Ended June 30, 1994:
   Land                          $   2,786            $   --         $   228           $   513 (D)          $  3,071
   Buildings and improvements       31,986              1,090            704             2,124 (D)            34,496
   Machinery, equipment and                                                  
     fixtures                       94,107             10,642          2,544             7,940 (D)           110,145
   Transportation equipment            218                 10             50                --                   178

                                  $129,097            $11,742        $ 3,526           $10,577              $147,890
</TABLE>

        Depreciation is computed principally by the straight line method.  The
   range of lives used to compute depreciation follows:

    Buildings and improvements           5 to 40 years
    Machinery, equipment and fixtures    3 to 11 years
    Transportation equipment             3 to 4 years

   (A)    Property, plant and equipment of Tuff Stuff
          acquired in April 1992.

   (B)     Includes addition of double-round press at Byrd.

   (C)     Adjustments resulting from the formation of
           CFP, the acquisition of Marblehead and the
           sale of Washburn Distribution Services by
           CDMI.

   (D)     Adjustments resulting from the acquisition
           of Cadmus Journal Services.

<PAGE>

                                                                   SCHEDULE VI

                        CADMUS COMMUNICATIONS CORPORATION
                   ACCUMULATED DEPRECIATION AND AMORTIZATION OF
                          PROPERTY, PLANT AND EQUIPMENT
                                  (in thousands)

<TABLE>
<CAPTION>
                                     Balance at   Provision                Other Changes   Balance at
                                     Beginning   Charged to                Add (Deduct)-    End of
Classification                       of Period    Earnings   Retirements     Describe       Period
<S>                                  <C>         <C>         <C>           <C>           <C>  
Year Ended June 30, 1992:
  Buildings and improvements          $ 6,800      $ 1,197     $     35     $   --        $  7,962
  Machinery, equipment and
    fixtures                           44,850        7,241        2,651         75 (A)      49,515
  Transportation equipment                185           25           23          4 (A)         191

                                      $51,835      $ 8,463      $ 2,709    $    79         $57,668

Year Ended June 30, 1993:
  Buildings and improvements          $ 7,962      $ 1,360     $      1    $   (40) (B)    $ 9,281
  Machinery, equipment and
   fixtures                            49,515        7,569        1,465     (1,964) (B)     53,655
  Transportation equipment                191           29           12        (30) (B)        178

                                      $57,668      $ 8,958      $ 1,478    $(2,034)        $63,114

Year Ended June 30, 1994:
  Buildings and improvements          $ 9,281      $ 1,387      $   266     $  --          $10,402
  Machinery, equipment and
    fixtures                           53,655        9,226        2,615        --           60,266
  Transportation equipment                178           22           50       150

                                      $63,114      $10,635       $ 2,931     $  --         $70,818
</TABLE>

   (A)       Accumulated depreciation of property, plant and equipment of Tuff
             Stuff, acquired in 1992.

   (B)       Adjustments resulting from the formation of CFP, the acquisition
             of Marblehead and the sale of Washburn Distribution Services by
             CDMI.


<PAGE>



                                                                 SCHEDULE VIII


                        CADMUS COMMUNICATIONS CORPORATION
                        VALUATION AND QUALIFYING ACCOUNTS
                                  (in thousands)

<TABLE>
<CAPTION>
                                                     Additions
 Reserves and Allowances       Charged to                    Charged
 Deducted from Asset           Balance at      Costs and     to Other                        Balance
 Accounts:  Allowance          Beginning         Other       Accounts-     Deductions-      at End of
 for Doubtful Accounts         of Period       Expenses      Describe       Describe         Period
<S>                           <C>             <C>            <C>           <C>              <C>

Years Ended:
  June 30, 1992                $1,736          $1,243        $ 622(B)       $ 1,703(A)  $1,898
  June 30, 1993                $1,898          $  275        $  59(C)       $   320(A)  $1,912
  June 30, 1994                $1,912          $  535        $ 225(D)       $ 1,158(A)  $1,514
</TABLE>

 (A)  Uncollectible accounts charged off, net of recoveries.

 (B)  Allowance for doubtful accounts of Tuff Stuff acquired in April 1992.

 (C)  Allowance for doubtful accounts of Marblehead acquired in December
   1993.

 (D)  Adjustments resulting from acquisition of Cadmus Journal Services in
   November 1993.

<PAGE>


                                                                   SCHEDULE IX


                        CADMUS COMMUNICATIONS CORPORATION
                              SHORT-TERM BORROWINGS
                                  (in thousands)

<TABLE>
<CAPTION>
                                                   Weighted            Maximum         Average       Weighted
                                                    Average            Amount           Amount        Average
Category of Aggregate           Balance            Interest          Outstanding      Outstanding     Interest
   Short-Term                  at End of          Rate at End         During the      During the     Rate During
   Borrowings                   Period            of Period             Period        Period(A)      Period(B) 
<S>                           <C>                <C>                 <C>             <C>             <C>  
Year Ended June 30, 1992:
  Banks                        $ 1,000               4.7%               $ 2,692        $1,046           6%

Year Ended June 30, 1993:
  Banks                        $ 4,000               3.8%               $ 4,438        $2,784           4%

Year Ended June 30, 1994: 
  Banks                        $    --                --%               $ 4,373        $1,750           3%

</TABLE>

   (A)  The average amount outstanding during the period was computed by
        dividing the sum of the amounts outstanding at the end of every month
        in the period by the number of months in the period.

   (B)  The weighted average interest rate during the period was computed by
        dividing actual interest expense in each period by the average
        short-term borrowings in such period.

<PAGE>


                                                                    SCHEDULE X


                        CADMUS COMMUNICATIONS CORPORATION
                    SUPPLEMENTARY INCOME STATEMENT INFORMATION
                                  (in thousands)


                                                    Charged to
                                                 Costs and Expenses

 Item                                       1992       1993      1994

 Maintenance and repairs                   $2,887     $3,460    $4,436
 Depreciation and amortization of
  intangible assets, pre-operating
  costs and similar deferrals                *          *           *
 Taxes, other than payroll and
  income taxes                               *          *           *
 Royalties                                   *          *           *
 Advertising costs                           *          *           *

  * Less than 1% of total sales.

<PAGE>

                                INDEX OF EXHIBITS

    3.1    Restated  Articles   of  Incorporation   of  Cadmus  Communications
           Corporation,  as  amended,  incorporated  herein  by  reference  to
           Exhibit 3.1 included in Cadmus' Annual Report on Form 10-K  for the
           year ended June 30, 1993.

    3.2    Bylaws  of Cadmus  Communications  Corporation, as  amended,  filed
           herewith.

    4.1    Cadmus agrees  to  furnish  to  the  Commission  upon  request  any
           instrument  with respect  to long-term debt  as to  which the total
           amount of securities authorized  thereunder does not exceed 10%  of
           Cadmus' total consolidated assets.

    4.2    Note  Agreement  dated  as  of  June  15,  1988  providing  for the
           issuance of  Cadmus' $20,000,000  9.76% Senior Notes  due June  30,
           2000,  incorporated herein by reference  to Form SE dated September
           27, 1988.

    4.3    Note Purchase  Agreement dated  as of December  15, 1993  providing
           for the  issuance of  Cadmus' $40,000,000  6.74% guaranteed  senior
           notes due 2003, filed herewith.

   10.1    Cadmus Executive Incentive  Plan dated July 30, 1985,  incorporated
           herein  by reference  to Exhibit  10.1 included  in Cadmus'  Annual
           Report  on  Form  10-K for  the  fiscal  year ended  June  30, 1985
           (Commission File No. 0-12954).

   10.2    Cadmus   Supplemental   Executive   Retirement  Plan   as  restated
           effective July 1, 1992  incorporated herein by reference to Form SE
           dated September 25, 1992.

   10.3    Cadmus 1984 Stock Option Plan,  incorporated herein by reference to
           Exhibit  10.3 included  in Cadmus' Annual  Report on  Form 10-K for
           the fiscal year ended June 30, 1985 (Commission File No. 0-12954).

   10.4    Byrd 1983  Stock Option Plan, incorporated  herein by  reference to
           Exhibit  10.9  to  Cadmus'  Registration  Statement  on  Form  S-14
           (Registration No. 2-90742).

   10.5    1992 Non-Employee  Director Stock  Compensation Plan,  incorporated
           herein by reference to Form SE dated September 25, 1992.

   10.6    Cadmus 1990  Long-Term Stock Incentive  Plan, as amended  effective
           August 10, 1994, filed herewith.

   10.7    Employee Retention Agreement dated as of September  1, 1991 between
           Cadmus   Communications   Corporation   and   Wallace   Stettinius,
           incorporated by reference to Form SE dated September 23, 1991.

   10.8    Employee Retention Agreement dated as  of September 1, 1991 between

<PAGE>






           Cadmus Communications  Corporation  and  C.  Stephenson  Gillispie,
           Jr., incorporated  by reference  to Form  SE   dated September  23,
           1991.

   10.9    Employee  Retention Agreement dated as of September 1, 1991 between
           Cadmus    Communications   Corporation   and   David   E.   Bosher,
           incorporated herein  by reference to  Form SE  dated September  23,
           1991.

   10.10   Employee Retention  Agreement  dated  as  of May  1,  1992  between
           Cadmus   Communications   Corporation   and   Bruce    V.   Thomas,
           incorporated herein  by reference  to Form SE  dated September  25,
           1992.


<PAGE>


   10.11   Employee Retention  Agreement dated as of September 1, 1991 between
           Cadmus   Communications   Corporation   and   John   H.   Phillips,
           incorporated  herein by  reference  to  Exhibit 10.12  included  in
           Cadmus  Annual Report  on Form  10-K for  the year  ended June  30,
           1993.

   10.12   Employee  Retention  Agreement  dated  as  of  September  21,  1993
           between  Cadmus  Communications Corporation  and  Michael  Dinkins,
           filed herewith.

   11.     Statement  Regarding Computation  of Net  Income  Per Share,  filed
           herewith.

   13.     Portions of  the  Annual  Report to  Shareholders  for Fiscal  Year
           Ended  June 30,  1994 which are  incorporated by  reference in this
           Report on Form 10-K, filed herewith.

   22.     Subsidiaries of the Registrant, filed herewith.

   23.     Consent of Coopers & Lybrand L.L.P., filed herewith.

   24.     Powers of Attorney, filed herewith.

   27.     Financial Data Schedules, filed herewith.













                        RESTATED BY-LAWS

                               OF

                CADMUS COMMUNICATIONS CORPORATION



                            ARTICLE I

                    Meetings of Stockholders



          Section 1.  Places of Meetings:  All meetings of the

stockholders shall be held at the principal office of the

Corporation or at such other place as may be stated in the notice

or waiver of notice of any such meeting.



          Section 2.  Annual Meeting:  The annual meeting of the

stockholders of the Corporation shall be held at a time and place

to be determined by the Chairman of the Board, the President, the

Board of Directors or the Executive Committee, which time and

place shall be stated in the notice of the annual meeting.



          Section 3.  Special Meetings:  Except as otherwise

specifically provided by law, a special meeting of the

stockholders shall be held only upon the call of the Chairman of

the Board, the President, the Board of Directors or the Executive

Committee.



          Section 4.  Notice of Meeting.  Written notice stating

the place, day and hour of every meeting of the stockholders and

the purpose or purposes for which the meeting is called, shall be

given not less than ten nor more than sixty days previous thereto

(except as otherwise required by law), either personally or by

mail, by or at the direction of the Chairman of the Board, the

President, any Vice President, the Secretary, or by the persons

calling the meeting, to each stockholder of record entitled to

vote at the meeting.



          Section 5.  Quorum:  Any number of stockholders together

holding a majority of the shares issued and outstanding of the

Corporation entitled to vote (which shall not include any treasury

stock held by the Corporation), who shall be present in person or

represented by proxy at any meeting, shall constitute a quorum for

the transaction of business, including the election of directors.

If less than a quorum shall be present or represented by proxy at

the time for which a meeting shall have been called, the meeting

may be adjourned from time to time by a majority of the

stockholders present or represented by proxy, without notice other

than by announcement at the meeting, until a quorum shall be

present or represented by proxy.



          Section 6.  Organization:  The Chairman of the Board and

in his absence, the President, and in the absence of the Chairman

of the Board and the President, a chairman appointed by the

stockholders present shall call the meeting of the stockholders to

order and shall act as chairman thereof.





          Section 7.  Voting:  At any meeting of the stockholders,

each stockholder entitled to vote shall have one vote, in person

or by proxy appointed by an instrument in writing, subscribed by

such stockholder or by his duly authorized attorney; at all

meetings, each stockholder shall have one vote, for each share of

stock registered in his name.



          Section 8.  List of Stockholders:  At each meeting of

the stockholders a full, true and complete list, in alphabetical

order, of all the stockholders entitled to vote at such meeting,

with the number of shares held by each, certified by the

secretary, assistant secretary or the transfer agent, shall be

furnished.



                           ARTICLE II

                           Directors



          Section 1.  General Powers:  The business and affairs of

the Corporation shall be managed by the Board of Directors, and,

except as otherwise expressly provided by law or by the Articles

of Incorporation, or by these By-Laws, all of the powers of the

Corporation shall be vested in said Board.



          Section 2.  Number and Qualification:  The number of

directors comprising the Board of Directors shall be as

established in the Articles of Incorporation.  Directors need not

be stockholders or residents of the State of Virginia.  A majority

of the directors actually elected and serving at the time of any

given meeting shall constitute a quorum for the transaction of

business and the act of the majority of the directors present at a

meeting at which a quorum is present shall be the act of the Board

of Directors.



          Section 3.  Election of Directors:  The directors shall

be elected at the annual meeting of shareholders in accordance

with the Articles of Incorporation.



          Section 4.  Meetings of Directors:  Regular meetings of

the Board shall be held on the first Thursday of February, May,

August and November of each year, and special meetings shall be

held whenever called by the direction of the Chairman of the Board

or the President, or by any two directors for the time being in

office.  Unless otherwise specified in the notice thereof, any and

all business may be transacted at a special meeting.  Meetings of

the Board of Directors shall be held at places in or outside the

State of Virginia and at times fixed by resolution of the Board,

or upon call of the Chairman of the Board or the President.  The

Secretary, or officer performing his duties, shall give at least

24 hours' notice by telegraph, letter, or telephone of all

meetings of the directors; provided, that notice need not be given

of regular meetings held at times and places fixed by resolution

of the Board.  Meetings may be held at any time without notice if

all of the directors are present, or if those not present waive

notice either before or after the meeting.



          Section 5.  Action Without a Meeting:  Any action which

is required or which may be taken at a meeting of the directors or

of a committee, may be taken without a meeting if a consent in

writing, setting forth the actions so to be taken, shall be signed

before such action by all of the directors, or all of the members

of the committee, as the case may be.



          Section 6.  Nominations of Director Candidates:  The

Executive Committee appointed by the Board of Directors in

accordance with Article III, Section 2 shall select and recommend

a slate of nominees to be voted on for election as directors at

each annual meeting.  However, any stockholder entitled to vote in

the election of directors generally may nominate one or more

persons for election as directors at a meeting, but only if

written notice of such stockholder's intent to make such

nomination(s) has been given, either by personal delivery or by

United States mail, postage prepaid, to the Secretary of the

Corporation not later than (i) with respect to an election to be

held at annual meeting of stockholders, ninety days prior to the

anniversary date of the immediately preceding annual meeting of

stockholders and (ii) with respect to an election to be held at a

special meeting of stockholders for the election of directors, the

close of business on the tenth day following the date on which

notice of such meeting is first given to stockholders.  Each such

notice of a stockholder's intention to make nomination(s) shall

set forth:  (a) the name and address of the stockholder who

intends to make the nomination of the person(s) and of the

person(s) to be nominated; (b) a representation that the

stockholder is the owner of stock of the Corporation entitled to

vote at such meeting and intends to appear in person or by proxy

at the meeting to nominate the person(s) specified in the notice;

(c) a description of all arrangements or understandings between

the stockholder and each nominee for director and any other

person(s) (naming such person(s)) pursuant to which the

nomination(s) are to be made by the stockholder; (d) such other

information regarding such nominee proposed by such stockholder as

would be required to be included in a proxy statement filed

pursuant to the proxy rules of the Securities and Exchange

Commission, had the nominee been nominated, or intended to be

nominated, by the Board of Directors; and (e) the written consent

of each nominee to serve as a director of the Corporation if so

elected.  The presiding officer at any meeting may refuse to

acknowledge the nomination of any person not made in compliance

with the foregoing sentence.





                           ARTICLE III

                           Committees



          Section 1.  Committees:  There will be an Executive

Committee, a Benefits and Investment Committee, an Executive

Compensation and Organization Committee, an Audit Committee and

such other committees as the Board of Directors may, from time to

time, create for such purposes and with such powers as the Board

may determine.



          Section 2.  Executive Committee:  The Board of Directors

shall appoint from among the directors an Executive Committee

consisting of not less than three (3) nor more than seven (7)

members (or such other number as the Board may appoint).  This

Committee shall have power to do any and all acts and to exercise

any and all authority between the meetings of the Board of

Directors which the Board of Directors is authorized and empowered

to exercise, except as otherwise limited under Virginia law and

under the Articles of Incorporation and Bylaws of the Corporation.

          The Executive Committee shall also perform the functions

of a nominating committee.  These functions shall be to recommend

to the Board of Directors nominees for directors to be voted on at

each annual shareholders meeting; to recommend nominees to fill

vacancies on the Board of Directors; to make recommendations

concerning membership on committees of the Board of Directors, the

functions of such committees, and the creation of new committees

or the discontinuance of existing committees, as well as such

other related functions as the Board of Directors may from time to

time determine; and to recommend officers for appointment by the

Board of Directors.  Members of the Executive Committee who are

officers or employees of the Corporation or any of its

subsidiaries ("Management Members") shall have no vote on matters

involving the nomination of directors.

          The Executive Committee shall fix its own rules of

proceeding and shall meet where and as provided by such rules, but

in every case the presence of at least a majority of the Executive

Committee shall be necessary to constitute a quorum.  In every

case, the affirmative vote of a majority of all the members of the

Executive Committee present at the meeting shall be necessary for

the adoption of any resolution.

          The Chief Executive Officer of the Corporation shall

serve as Chairman of the Executive Committee.  The Chairman shall

preside at meetings of the Executive Committee and shall have such

other powers and duties as shall be conferred upon him from time

to time by the Board of Directors.

          All actions of the Executive Committee shall be reported

to the Board of Directors at its next succeeding meeting.



          Section 3.  Benefits and Investment Committee.  The

Board of Directors shall appoint from among its members a Benefits

and Investment Committee, consisting of not less than three (3)

nor more than seven (7) members (or such other number as the Board

may appoint).  The Board shall appoint one member of the Committee

as Chairman.  The responsibilities of the Benefits and Investment

Committee shall be to review the operation of the employee benefit

plans and programs and other fringe benefits provided by the

Corporation and to review and monitor compliance thereof with

applicable law; and to select and evaluate the performance of any

Plan administrator(s), trustee(s) and Investment Manager(s) and to

recommend changes deemed advisable.  The Benefits and Investment

Committee shall report at least once a year to the Board of

Directors.



          Section 4.  Executive Compensation and Organization

Committee.  The Board of Directors shall appoint from among its

members who are not officers or employees of the Corporation or

its subsidiaries ("Non-management Members") an Executive

Compensation and Organization Committee consisting of not less

than three (3) nor more than seven (7) members (or such other

number as the Board may appoint).  The Board shall appoint one

member of the Committee as Chairman.  The responsibilities of the

Executive Compensation and Organization Committee shall be to

approve the design of, and to administer, senior management salary

and incentive plans and related perquisites and benefits; to make

awards to employees under the Corporation's stock incentive plans,

including the 1990 Long Term Incentive Stock Plan; to review and

evaluate the organizational structure, management development and

succession plans as presented by the Chief Executive Officer of

the Corporation; and to review and evaluate the goals and

performance of the Chief Executive Officer and his evaluation of

key executives.  The Executive Compensation and Organization

Committee shall report at least once a year to the Board of

Directors.



          Section 5.  Audit Committee.  The Board of Directors

shall appoint from among its Non-management Members an Audit

Committee consisting of five (5) members (or such other number as

the Board may appoint).  The Board shall appoint one member of the

Committee as Chairman.  Management Members of the Board shall be

counted for the purpose of determining the presence of a quorum at

meetings of the Board of Directors at which the Audit Committee

members are appointed, but shall have no vote upon the membership

of the Audit Committee.

          The Audit Committee shall meet each year (i) preceding

the selection of the external auditors to perform the annual

audit, (ii) at least once after these auditors have been selected

and before the audit begins or during the early stages of the

audit, and (iii) at least once after the report of the external

auditors is received.  Other meetings may be held as necessary or

convenient.  A quorum for any meeting of the Audit Committee shall

be any two members, but there shall be an attempt to have all

members present at each meeting.

          The Audit Committee shall report to the Board of

Directors at least once each year, recommending any appropriate

change in operating or accounting practice or in the auditors of

the Corporation and disclosing any acts or practices that are or

may be illegal or contrary to the interests of the Corporation or

to which the attention of the Board should be called for other

reasons, and focusing particularly on the integrity and adequacy

of disclosure of financial information relating to the Corporation

and the identification of any problem areas relating thereto.

          The Chairman of the Board of the Corporation shall

designate an officer of the Corporation to serve as liaison

between the Audit Committee and the officers.  The Audit Committee

or any one or two of its members may interview any employee,

agent, customer or former or potential customer, supplier or

former or potential supplier, auditor or former or potential

auditor, or any other person, or examine any document, at any time

and without offering any reasons so long as such action is in the

discharge of the responsibilities of the Audit Committee.  No

officer or employee of the Corporation shall be present at such

interview or examination or seek to learn the substance or subject

of the inquiry, without the consent of the Audit Committee or the

member or members acting.  The Audit Committee may consult at any

time with counsel regularly retained by the Corporation, and may

after informing the Board of Directors consult with other counsel,

at the cost of the Corporation.





                           ARTICLE IV

                            Officers



          Section 1.  Election:  The officers of the Corporation

shall consist of a Chairman of the Board, a President, a Secretary

and a Treasurer, and persons elected to such other offices as may

be established from time to time by the Board of Directors.  All

officers shall be elected by the Board of Directors, and shall

hold office until their successors are elected and qualify.

Vacancies may be filled at any meeting of the Board of Directors.

Any two offices may be combined in the same person as the Board of

Directors may determine.



          Section 2.  Removal of Officers:  Any officer of the

Corporation may be removed summarily with or without cause, at any

time by the Board of Directors.



          Section 3.  Duties:  The President shall be the Chief

Executive Officer of the Corporation and shall have power and

responsibility for carrying out the policies of the Board of

Directors.  The officers of the Corporation shall have such duties

as generally pertain to their offices, as well as such powers and

duties as from time to time shall be conferred upon them by the

Board of Directors.





                            ARTICLE V

                          Capital Stock



          Section 1.  Issuance of Certificates of Stock:

Certificates of capital stock shall be in such form as may be

prescribed by the Board of Directors and may (but need not) bear

the seal of the Corporation or a facsimile thereof.  All

certificates shall be signed by the Chairman of the Board or the

President, and also by the Secretary or the Assistant Secretary,

which signatures may be facsimiles thereof.



          Section 2.  Certificates to be Entered:  All

certificates shall be consecutively numbered, and shall contain

the names of the owners, the number of shares and the date of

issue, a record whereof shall be entered in the Corporation's

books.  The Corporation shall be entitled to treat the holder of

record of shares as the legal and equitable owner thereof and

accordingly shall not be bound to recognize any equitable or other

claim with respect thereto on the part of any other person so far

as the right to vote and to participate in dividends is concerned.



          Section 3.  Transfer of Stock:  The stock of the

Corporation shall be transferable or assignable on the books of

the Corporation by the holders in person or by attorney on

surrender of the certificate or certificates for such shares duly

endorsed, and, if sought to be transferred by attorney,

accompanied by a written power of attorney to have the same

transferred on the books of the Corporation.  To the extent that

any provision of the Rights Agreement between the Corporation and

First Union National Bank of North Carolina, N.A., as Rights

Agent, dated as of February 1, 1989, is deemed to constitute a

restriction on the transfer of any securities of the Corporation,

including, without limitation, the Rights, as defined therein,

such restriction is hereby authorized by the bylaws of the

Corporation.



          Section 4.  Lost, Destroyed and Mutilated Certificates:

The holder of stock of the Corporation shall immediately notify

the Corporation of any loss, destruction, or mutilation of the

certificate therefor, and the Board of Directors may in its

discretion cause one or more new certificates for the same number

of shares in the aggregate to be issued to such stockholder upon

the surrender of the mutilated certificate, or upon satisfactory

proof of such loss or destruction accompanied by the deposit of a

bond in such form and amount and with such surety as the Board of

Directors may require.



          Section 5.  Regulations:  The Board of Directors may

make such rules and regulations as it may deem expedient

regulating the issue, transfer and registration of certificates of

stock of the Corporation.





          Section 6.  Determination of Stockholders of Record.

The share transfer books may be closed by order of the Board of

Directors for not more than seventy days for the purpose of

determining stockholders entitled to notice of or to vote at any

meeting of the stockholders or any adjournment thereof (or

entitled to receive any distribution or in order to make a

determination of stockholders for any other purpose).  In lieu of

closing such books, the Board of Directors may fix in advance as

the record date for any such determination a date not more than

seventy days before the date on which such meeting is to be held

(or such distribution made or other action requiring such

determination is to be taken).  If the books are not thus closed

or the record date is not thus fixed, the record date shall be the

close of business on the day before the effective date of the

notice to stockholders.



                           ARTICLE VI

                    Miscellaneous Provisions



          Section 1.  Seal:  The seal of the Corporation shall

contain the name of the Corporation and shall be in such form as

shall be approved by the Board of Directors.



          Section 2.  Fiscal Year.  The fiscal year of the

Corporation shall begin on the 1st day of July and end on the 30th

day of June.





          Section 3.  Examination of Books:  The Board of

Directors shall, subject to the laws of the State of Virginia,

have power to determine from time to time whether and to what

extent and under what conditions and limitations the accounts and

books of the Corporation, or any of them, shall be open to the

inspection of the stockholders.



          Section 4.  Contracts, Checks, Notes and Drafts:  All

contracts, checks, notes, drafts, and other orders for the payment

of money shall be signed by such persons as the Board of Directors

from time to time may authorize.



          Section 5.  Amendment of By-Laws:  These By-Laws may be

amended, altered, or repealed by the Board of Directors at any

meeting.  The stockholders shall have the power to rescind, alter,

amend, or repeal any By-Laws and to enact By-Laws which, if so

expressed by the stockholders, may not be rescinded, altered,

amended, or repealed by the Board of Directors.



          Section 6.  Application of the Control Share Acquisition

Act.  Article 14.1 of Chapter 9 of Title 13.1 of the Code of

Virginia, consisting of Sections 13.1-728.1 through 13.1-728.9,

shall not apply to acquisitions of shares of the Corporation.




<PAGE>
                    (Adopted August 6, 1993)



              RESOLUTION OF THE BOARD OF DIRECTORS
                               OF
                CADMUS COMMUNICATIONS CORPORATION

                         BYLAW AMENDMENT


          RESOLVED, that that Article I, Section 6 of the Bylaws
is hereby amended, effective as of the date hereof, to include the
following sentence at the end of such Section:



Any matter brought before a meeting of stockholders
upon the affirmative recommendation of the Board of
Directors where such matter is included in the
written notice of the meeting (or any supplement
thereto) and accompanying proxy statement given to
stockholders of record on the record date for such
meeting by or at the direction of the Board of
Directors is deemed to be properly before the
stockholders for a vote and does not need to be
moved or seconded from the floor of such meeting.

<PAGE>
           As Adopted Effective August 10, 1994

            RESOLUTION OF THE BOARD OF DIRECTORS
                             OF
             CADMUS COMMUNICATIONS CORPORATION

Bylaw Amendment - Change in Director's Principal Occupation


     RESOLVED, that Article II of the Bylaws of the
Corporation shall be amended to add a new Section 7 as
follows:


     "Section 7.   Changes in Principal Occupation.  In
the event that a director changes his principal
occupation, the director shall submit a letter of
resignation to the Chairman of the Board, indicating the
nature of his new principal occupation.  If the new
principal occupation results in a conflict of interest
or otherwise necessitates immediate action, the
Executive Committee shall promptly take such action as
it deems appropriate with respect to the resignation. 
Otherwise, the Executive Committee shall defer action on
the resignation until the expiration of the director's
current term.  At such time, the Executive Committee
shall consider whether to nominate such director for
re-election, taking into consideration the nature of the
director's new occupation, the attributes and
qualifications necessary to maintain a well-balanced
Board, and such other factors as the Executive Committee
deems relevant."





                                                       Exhibit 4.3













                CADMUS COMMUNICATIONS CORPORATION




                         _______________

                     NOTE PURCHASE AGREEMENT
                         _______________




                  Dated as of December 15, 1993







             6.74% Guaranteed Senior Notes due 2003














[Exhibits 4.2(A) and 4.2(B) are photocopies of the opinions as
delivered.]

<PAGE>

                        TABLE OF CONTENTS




                                                             Page

SECTION 1.   ISSUANCE OF NOTES...............................   1
             1.1.  Authorization.............................   1
             1.2.  Purchase and Sale of Notes; the
                     Closing.................................   1

SECTION 2.   REPRESENTATIONS OF THE COMPANY..................   2
             2.1.  Organization, Authorization, Etc..........   2
             2.2.  Business, Properties and Other
                     Information.............................   2
             2.3.  Incorporation, Good Standing and
                     Ownership of Subsidiaries...............   3
             2.4.  Financial Statements......................   4
             2.5.  Compliance with Laws, Other
                     Instruments, Etc........................   4
             2.6.  No Defaults Under Existing Debt...........   5
             2.7.  Governmental Authorizations, Etc..........   5
             2.8.  Litigation; Observance of Statutes,
                     Regulations and Orders..................   5
             2.9.  Taxes.....................................   6
             2.10. Title to Properties.......................   6
             2.11. Licenses, Permits, Etc....................   6
             2.12. Compliance with ERISA.....................   7
             2.13. Private Offering..........................   7
             2.14. Use of Proceeds; Margin
                     Regulations.............................   8
             2.15. Foreign Assets Control Regulations,
                     Etc.....................................   8
             2.16. Investment Company Act and Holding
                     Company Status..........................   8
             2.17. Solvency..................................   9
             2.18. Environmental Matters.....................   9
             2.19. Other Agreements..........................  10

SECTION 3.   REPRESENTATIONS OF THE PURCHASER................  10
             3.1.  Purchase of Notes.........................  10
             3.2.  Source of Funds...........................  11

SECTION 4.   CONDITIONS OF CLOSING...........................  11
             4.1.  Proceedings...............................  11
             4.2.  Opinions of Counsel.......................  11
             4.3.  Representations True, Etc.;
                     Officer's  Certificate..................  12
             4.4.  Legality..................................  12
             4.5.  Subsidiary Guaranties.....................  12
             4.6.  Private Placement Number..................  12
             4.7.  Other Purchasers..........................  12


SECTION 5.   PREPAYMENT OF THE NOTES.........................  12
             5.1.  Mandatory Prepayments of Notes............  13
             5.2.  Optional Prepayment of Notes..............  13
             5.3.  Notice of Prepayment; Make-Whole
                     Computations............................  13
             5.4.  Allocation of Partial Prepayments.........  14
             5.5.  Surrender of Notes; Notation
                     Thereon.................................  14
             5.6.  Purchase of Notes.........................  14

SECTION 6.   FINANCIAL STATEMENTS AND INFORMATION............  14

SECTION 7.   INSPECTION OF PROPERTIES AND BOOKS..............  18

SECTION 8.   COVENANTS.......................................  18
             8.1.  Payment of Principal, Interest and
                     Premium.................................  18
             8.2.  Keep Books; Reserves; Corporate
                     Existence, Payment of Taxes;
                     Maintenance of Properties;
                     Compliance with Laws; Insurance.........  18
             8.3.  Compliance with ERISA.....................  20
             8.4.  Limitations on Debt.......................  21
             8.5.  Limitation on Liens.......................  21
             8.6.  Maintenance of Financial
                     Conditions..............................  24
             8.7.  Limitation on Restricted Payments
                     and Restricted Investments..............  24
             8.8.  Sale and Leaseback Transactions...........  25
             8.9.  Consolidation, Merger or
                     Disposition of  Assets as an
                     Entirety................................  25
             8.10. Sale of Assets............................  26
             8.11. Additional Subsidiary Guaranties;
                     Etc.....................................  26
             8.12. Transactions with Affiliates..............  28

SECTION 9.   DEFINITIONS.....................................  28
             9.1.  Definitions...............................  28
             9.2.  Accounting Terms..........................  38

SECTION 10.  EVENTS OF DEFAULT; REMEDIES.....................  38
             10.1. Events of Default; Acceleration of
                    Maturity.................................  38
             10.2. Suits for Enforcement.....................  42
             10.3. Remedies Cumulative.......................  42
             10.4. Remedies Not Waived.......................  42

SECTION 11.  REGISTRATION, TRANSFER AND EXCHANGE OF
                   NOTES.....................................  42

SECTION 12.  LOST, ETC., NOTES...............................  43

SECTION 13.  AMENDMENT AND WAIVER............................  43


SECTION 14.  HOME OFFICE PAYMENT.............................  45

SECTION 15.  LIABILITIES OF THE PURCHASER....................  45

SECTION 16.  CERTAIN TAXES...................................  45

SECTION 17.  MISCELLANEOUS...................................  45

             17.1. Expenses..................................  45
             17.2. Indemnification...........................  46
             17.3. Reliance on and Survival of
                     Representations.........................  47
             17.4. Successors and Assigns....................  47
             17.5. Communications............................  47
             17.6. Jurisdiction and Process; Waiver of
                     Jury Trial..............................  47
             17.7. Governing Law.............................  48
             17.8. Headings..................................  48
             17.9. Counterparts..............................  48

Schedule I      --   Payment and Communication Information
Schedule II     --   Existing Investments

Exhibit A       --   Form of 6.74% Guaranteed Senior Note
Exhibit 2.3     --   Subsidiaries
Exhibit 2.6     --   Existing Debt and Liens
Exhibit 2.18    --   Environmental Matters
Exhibit 4.2(A)  --   Form of Opinion of Counsel for
                     the Company
Exhibit 4.2(B)  --   Form of Opinion of Special
                     Counsel for the Purchasers
Exhibit 4.5     --   Form of Subsidiary Guaranty

<PAGE>

                CADMUS COMMUNICATIONS CORPORATION
                     6620 West Broad Street
                        Suite 500 (23230)
                  Richmond, Virginia 23261-7367


                                        New York, New York
                                        As of December 15, 1993



TO THE PURCHASER WHOSE NAME
     APPEARS IN THE ACCEPTANCE
     FORM AT THE END HEREOF

Ladies and Gentlemen:

          The undersigned, CADMUS COMMUNICATIONS CORPORATION, a
Virginia corporation (the "Company"), hereby agrees with you as
follows:

          SECTION 1.  ISSUANCE OF NOTES.

          SECTION 1.  Authorization.  The Company has duly
authorized an issue of $40,000,000 aggregate principal amount of
its 6.74% Guaranteed Senior Notes due 2003 (the "Notes").  Each
such note shall be substantially in the form of Exhibit A.  As
used herein, the term "Notes" includes all notes originally issued
pursuant to this Agreement and the other agreements referred to in
Section 2.19 and all notes delivered in substitution or exchange
for any of said notes pursuant to this Agreement and said other
agreements and, where applicable, shall include the singular
number as well as the plural.  The term "Note" shall mean one of
the Notes.

          SECTION 2.  Purchase and Sale of Notes the Closing. 
Subject to the terms and conditions hereof, the Company will sell
to you and you agree to purchase from the Company Notes in the
aggregate principal amount set forth opposite your name in
Schedule I, at a purchase price equal to 100% of such principal
amount.  The closing of such purchase shall be held on
December 23, 1993 or on such later Business Day as may be agreed
upon by the Company and you (the "Closing Date"), at the offices
of Willkie Farr & Gallagher, 153 East 53rd Street, New York, New
York 10022.  On the Closing Date the Company will deliver to you
one or more Notes, registered in your name or in the name of your
nominee, in any denominations (multiples of $500,000) and in the
aggregate principal amount to be purchased by you, all as you may
specify by timely notice to the Company (or, in the absence of
such notice, one Note registered in your name), duly executed and
dated the Closing Date, against your delivery to the Company of
immediately available funds in the amount of the purchase price of
such Note or Notes, such delivery to be by wire transfer to the 
Company's Account No. 6260-050146 at Wachovia Bank of North
Carolina, N.A. (ABA No. 053100494).

          SECTION 2.  REPRESENTATIONS OF THE COMPANY.  The Company
represents and warrants to you as follows:

          SECTION 1.  Organization, Authorization, Etc.  The
Company is a corporation duly organized, validly existing and in
good standing under the laws of the Commonwealth of Virginia and
has all requisite power and authority to own or hold under lease
the property it purports to own or hold under lease, to transact
the business it transacts, to execute and deliver this Agreement
and the Notes and to perform the provisions hereof and thereof.
The Company is duly qualified as a foreign corporation and is in
good standing in each jurisdiction in which the character of the
properties owned or held under lease by it or the nature of the
business transacted by it requires such qualification, except
where the failure to be so qualified would not individually or in
the aggregate materially affect adversely the financial condition,
business or properties of the Company or the Company and its
Subsidiaries taken as a whole.

          The execution, delivery and performance of this
Agreement and the Notes have been duly authorized by all necessary
action on the part of the Company.  This Agreement is, and the
Notes when delivered hereunder will be, legal, valid and binding
obligations of the Company enforceable against the Company in
accordance with their respective terms, except as enforceability
may be limited by bankruptcy, insolvency or other similar laws
relating to or affecting the enforcement of creditors' rights
generally and by general principles of equity (regardless of other
such enforceability is considered in a proceeding in equity or at
law).

          SECTION 2.  Business, Properties and Other Information.
The Company is subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended, and has delivered to
you copies of:

          A.   its Annual Report on Form 10-K for its fiscal year
     ended June 30, 1993 (the "1993 Annual Report"), filed
     pursuant to Section 13(a) of said Act;

          B.   its Quarterly Report on Form 10-Q for its fiscal
     quarter ended September 30, 1993, filed pursuant to Section
     13(a) of said Act;

          C.   the Proxy Statement for its Annual Meeting of
     Stockholders on November 10, 1993, filed pursuant to Section
     14 of said Act; and

          D.   a Current Report on Form 8-K dated November 10,
     1993, filed pursuant to Section 13(a) of said Act.


Said reports and proxy statement comprise all reports and proxy
statements required to be filed by the Company with the Commission
since June 30, 1993 and are collectively called the "SEC Reports",
which term shall also include on the Closing Date all further
reports and proxy statements which the Company may theretofore
have furnished to you pursuant to Section 6D.

          The Company has also delivered to you a copy of a
Confidential Private Placement Memorandum dated October 4, 1993,
prepared by Wachovia Bank of North Carolina, N.A. (the
"Memorandum"), relating to the transactions contemplated hereby.

          As of their respective dates none of the SEC Reports,
nor this Agreement, the Memorandum or any other document, slide
presentation, certificate or written statement furnished to you by
or on behalf of the Company or any Subsidiary in connection
herewith, or any statement made by officers or other
representatives of the Company or any Subsidiary in connection
herewith in due diligence meetings held on October 28 and 29,
1993, contained any untrue statement of a material fact or omitted
to state a material fact necessary in order to make the statements
contained herein and therein not misleading.  Since June 30, 1993
there has been no material change in the business, operations,
properties, prospects or condition (financial or other) of the
Company or the Company and its Subsidiaries taken as a whole,
except for changes, which are not adverse, resulting from the
acquisition in November 1993 of the assets of the printing
division of Waverly, Inc. (the "Waverly Acquisition"). The Company
knows of no fact (other than matters of a general economic nature)
which individually or in the aggregate materially affect adversely
or, so far as the Company can now foresee, will materially affect
adversely the business, operations, properties, prospects or
condition (financial or other) of the Company or the Company and
its Subsidiaries taken as a whole or the ability of the Company to
perform its obligations under this Agreement and the Notes or the
ability of any Subsidiary to perform its obligations under its
Subsidiary Guaranty.

          SECTION 3.  Incorporation Good Standing and Ownership
of Subsidiaries.  Exhibit 2.3 is a complete and correct list of
each of the Subsidiaries showing, as to each Subsidiary, the
correct name thereof, the jurisdiction of its organization, the
percentage of shares of each class of securities of such
Subsidiary owned by the Company and each other Subsidiary and
whether such Subsidiary is a Material Subsidiary.

          All of the outstanding shares of each of the
Subsidiaries shown in Exhibit 2.3 as being owned by the Company
and its Subsidiaries have been validly issued, are fully paid and
nonassessable and are owned by the Company or another subsidiary
free and clear of any Lien.  No Subsidiary owns any shares of the
Company.


          Each subsidiary is a corporation duly organized, validly
existing and in good standing under the laws of the jurisdiction
of its incorporation and is duly qualified as a foreign
corporation and is in good standing in each jurisdiction in which
the character of the properties owned or held under lease by it or
nature of the business transacted by it requires such
qualification, except where the failure to be so qualified
individually and in the aggregate would not materially affect
adversely the financial condition, business or properties of the
Company or the Company and its Subsidiaries taken as a whole. Each
Subsidiary has all requisite power and authority to own or hold
under lease the property it purports to own or hold under lease
and to transact the business it transacts.

          SECTION 4.  Financial Statements.  The Company has
delivered to you copies of:

          A.   the consolidated balance sheets of the Company and
     its Subsidiaries as at June 30, 1991, 1992 and 1993 and the
     related consolidated statements of income, shareholders'
     equity and cash flows of the Company and its Subsidiaries for
     each of the fiscal years then ended, all with reports thereon
     of Coopers & Lybrand, independent public accountants; and

          B.   the unaudited consolidated balance sheet of the
     Company and its Subsidiaries as of September 30, 1993 and the
     related unaudited consolidated statements of income and cash
     flows of the Company and its Subsidiaries for the three
     months then ended, all certified by the chief financial
     officer of the Company.

All such financial statements (including any related schedules or
notes) are complete and correct and present fairly in all material
respects the financial position of the Company and its
Subsidiaries as at the respective dates of such consolidated
balance sheets and the results of their operations for the fiscal
periods ended on said dates (subject, in the case of such
unaudited financial statements, to normal year-end and audit
adjustments).  Since June 30, 1993, there have been no changes in
the assets, liabilities or financial position of the Company and
its Subsidiaries from that set forth in said consolidated balance
sheet as of said date, other than the Waverly Acquisition and
changes which have not, either individually or in the aggregate,
been materially adverse to the Company or the Company and its
Subsidiaries taken as a whole.

          SECTION 5.  Compliance with Laws, Other Instruments,
Etc.  The execution, delivery and performance by the Company of this
Agreement and the Notes will not (A) contravene, result in any
breach of, or constitute a default under, or result in the
creation of any Lien in respect of any property of the Company or
any Subsidiary under, any indenture, mortgage, deed of trust, bank
loan or credit agreement, corporate charter or by-laws, or any
other agreement or instrument to which the Company or any
Subsidiary is a party or by which the Company or any Subsidiary or
any of their respective properties may be bound or affected,
(B) conflict with or result in a breach of any of the terms,
conditions or provisions of any Order of any court, arbitrator or
Governmental Body applicable to the Company or any Subsidiary or
(C) violate any provision of any statute or any rule or regulation
of any Governmental Body applicable to the Company or any
Subsidiary.

          As used in this Agreement, the term "Governmental Body"
includes any federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality,
domestic or foreign, exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to any
government; and the term "Order" includes any order, writ,
injunction, decree, judgment, award, determination, direction or
demand.

          SECTION 6.  No Defaults Under Existing Debt.  Exhibit
2.6 is a complete and correct list of all outstanding Debt of the
Company and each Subsidiary, showing as to each item exceeding
$250,000 the obligee, the aggregate principal amount outstanding
and the final maturity date and a brief description of any
security therefor.  Neither the Company nor any Subsidiary is in
default (whether or not waived) in the performance or observance
of any of the terms, covenants or conditions contained in any
instrument evidencing any Debt and no event has occurred and is
continuing which, with notice or the lapse of time or both, would
become such a default.

          SECTION 7.  Governmental Authorizations, Etc.  No
consent, approval or authorization of, or registration, filing, or
declaration with, any Governmental Body is required for the
validity of the execution and delivery or for the performance by
the Company of this Agreement or the Notes or by any Subsidiary of
its Subsidiary Guaranty.

          SECTION 8.  Litigation; Observance of Statutes,
Regulations and Orders.  There are no actions, suits or
proceedings (including counterclaims) pending or, to the knowledge
of the Company, threatened against or affecting the Company or any
Subsidiary or any property of the Company or any Subsidiary in any
court or before any arbitrator of any kind or before or by any
Governmental Body, except actions, suits or proceedings which (i)
individually do not represent a potential claim in excess of
$1,000,000 and (ii) in the aggregate, if adversely determined,
would not have a material adverse effect on the business,
operations, properties, prospects or condition (financial or
other) of the Company or the Company and its Subsidiaries taken as
a whole.

          Neither the Company nor any Subsidiary is in default
under any Order of any court, arbitrator or Governmental Body or
is in violation of any statute or other rule or regulation of any 
Governmental Body, except for possible defaults or violations
which would not in the aggregate have a material adverse effect on
the business, operations, properties, prospects or condition
(financial or other) of the Company or the Company and its
Subsidiaries taken as a whole or the ability of the Company to
perform its obligations under this Agreement and the Notes or of
any Subsidiary to perform its obligations under its Subsidiary
Guaranty.

          SECTION 9.  Taxes.  The Company and each Subsidiary have
filed all tax returns or obtained extensions in all jurisdictions
in which such returns or extensions are required to have been
filed by them and have paid all taxes shown to be due and payable
on such returns and all other taxes and assessments payable by
them, in each case to the extent the same have become due and
payable and before they have become delinquent, except for any
taxes and assessments the amount, applicability or validity of
which is currently being contested in good faith by appropriate
proceedings and with respect to which the Company or such
Subsidiary, as the case may be, has made provision in respect of
such liability in accordance with GAAP.  The federal income tax
liabilities of the Company have been determined by the Internal
Revenue Service and paid for all tax years up to and including the
tax year ended June 30, 1991.

          SECTION 10.  Title to Properties.  Each of the Company
and each of its Subsidiaries has good and marketable title to its
respective real properties and good title to its other properties
reflected in the consolidated balance sheet as at June 30, 1993
described in Section 2.4A or purported to have been acquired by
the Company or any Subsidiary after said date (other than
properties and assets disposed of in the ordinary course of
business), subject to no Lien of any kind except Liens permitted
(without any requirement of securing the Notes) by Section 8.5. 
The Company and its Subsidiaries enjoy such possession under all
material leases as is necessary for the use and operation of their
respective properties, none of which contains any unusual or
burdensome provisions which individually or in the aggregate might
materially affect or impair such use or operation.  All such
material leases are valid, subsisting and in full force and effect.

          SECTION 11.  Licenses, Permits, Etc.  The Company and
its Subsidiaries own or possess all licenses, permits, franchises,
authorizations, patents, copyrights, trademarks and trade names,
or rights thereto, material to the conduct of their respective
businesses as now conducted, without known conflict with the
rights of others, and there are no agreements providing for the
expiration or termination of any of the same prior to the final
maturity of the Notes.

          SECTION 12.  Compliance with ERISA.  Neither the Company
nor any ERISA Affiliate has incurred (A) any "accumulated funding
deficiency" or "waived funding deficiency" within the 
meaning of Section 412 of the Code or Sections 302 and 303(c) of
ERISA, or (B) any liability to the PBGC in connect ion with any
ERISA Plan established or maintained by it (other than for the
payment of premiums, although no such premiums are now due and
payable); nor has the Company or any ERISA Affiliate had any
penalty or tax assessed against it by the Department of Labor or
the Internal Revenue Service for any alleged violation under
Section 406 of ERISA or Section 4975 of the Code.  The current
value of the benefit liabilities (as defined in Section 4001(a)
(16) of ERISA) of each ERISA Plan, other than a Multiemployer
Plan, does not exceed the fair market value of the assets of such
ERISA Plan as of the most recently ended plan year of each such
ERISA Plan.  Full payment has been made of all amounts which are
required under the terms of each ERISA Plan to have been paid as
contributions to such ERISA Plan as of the last day of the most
recent plan year of such ERISA Plan.  Neither the Company nor any
ERISA Affiliate has made a complete or partial withdrawal from a
Multiemployer Plan which has resulted in a present or potential
unsatisfied withdrawal liability obligation to such Plan which is
not reflected in the Company's most recent financial statements
referred to in Section 2.4B.  Except as disclosed in the 1993
Annual Report, neither the Company nor any ERISA Affiliate
provides medical benefits to retirees or to their beneficiaries
other than as mandated under Section 4980B of the Code or Section
601 et seq. of ERISA, and neither the Company nor any ERISA
Affiliate has any liability in respect of any medical benefits
payable to retirees or their beneficiaries.  The transactions
contemplated by this Agreement will not involve a prohibited
transaction (as such term is defined in Section 4975 of the Code
or Section 406(a) of ERISA) that could subject the Company or any
holder of a Note to any tax or penalty on prohibited transactions
imposed under said Section 4975 of the Code or by Section 502(i)
of ERISA.  The representation by the Company in the preceding
sentence is made in reliance upon your representation in Section
3.2 and the representations of the other purchasers in Section 3.2
of the other agreements referred to in Section 2.19.

          SECTION 13.  Private Offering.  Neither the Company nor,
to the knowledge of the Company, anyone acting on its behalf has
offered the Notes, any Subsidiary Guaranty or any similar
securities for sale to, or solicited any offer to buy any of the
same from, or otherwise approached or negotiated in respect
thereof with, any person other than you, the other purchasers
listed in Schedule I and not more than 25 other institutional
investors.  Neither the Company nor, to the knowledge of the
Company, anyone acting on its behalf has taken, or will take, any
action which would subject the issuance or sale of the Notes or
the execution and delivery of any Subsidiary Guaranty to Section 5
of the Securities Act of 1933, as amended.

          SECTION 14.  Use of Proceeds; Margin Regulations.  The
Company will apply approximately $35,500,000 of the proceeds of
the sale of the Notes to repay Debt of the Company (including
approximately $15,500,000 of Debt incurred to fund the Waverly 
Acquisition); and the balance of such proceeds will be used to pay
the remaining portion of the purchase price for the Waverly
Acquisition and for general corporate purposes.  No part of the
proceeds from the sale of the Notes hereunder will be used, and no
part of the proceeds of such Debt was used, directly or
indirectly, for the purpose of buying or carrying any margin stock
within the meaning of Regulation G of the Board of Governors of
the United States Federal Reserve System (12 CFR 207), or for the
purpose of purchasing or carrying or trading in any securities
under such circumstances as to involve the Company in a violation
of Regulation X of said Board (12 CFR 224) or to involve any
broker or dealer in a violation of Regulation T of said Board (12
CFR 220). Margin stock does not constitute more than 25% of the
assets of the Company and its Subsidiaries, and the Company agrees
that margin stock will not at any time constitute more than 25% of
such assets.  As used in this Section, the terms "margin stock"
and "purpose of buying or carrying" shall have the meanings
assigned to them in the aforesaid Regulation G.

          SECTION 15.  Foreign Assets Control Regulations, Etc. 
Neither the sale of the Notes by the Company hereunder nor its use
of the proceeds thereof will result in a violation of any of the
foreign assets control regulations of the United States Treasury
Department (31 CFR, Subtitle B, Chapter V, as amended), or any
ruling issued thereunder or any enabling legislation or
Presidential Executive Order in connection therewith.

          SECTION 16.  Investment Company Act and Holding Company
Status.  Neither the Company nor any of its Subsidiaries is a
"holding company", or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a
"subsidiary company" of a "holding company", or a "public
utility", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.  Neither the Company nor any of its
Subsidiaries is an "investment company" or a company "controlled"
by an "investment company" within the meaning of the Investment
Company Act of 1940, as amended, or an "investment adviser" within
the meaning of the Investment Advisers Act of 1940, as amended.

          SECTION 17.  Solvency.  The Company is, and upon giving
effect to the issuance of the Notes on the Closing Date will be, a
"solvent institution", as that term is used in Section 1405(c) of the
Insurance Law of the State of New York, whose "obligations . . .
are not in default as to principal or interest", as those terms
are used in said Section 1405(c).

          SECTION 18.  Environmental Matters.  The Company has
obtained all environmental, health and safety Governmental
Approvals required under all applicable Environmental Laws to
carry on its business as now conducted.  Each such Governmental
Approval so obtained is in full force and effect and the Company
is in compliance in all material respects with the terms and
conditions thereof.  The Company is also in compliance in all
material respects with all other limitations, restrictions, 
conditions, standards, prohibitions, requirements, obligations,
schedules and timetables contained in any applicable Environmental
Law or in any regulation, code, plan or Order issued, entered,
promulgated or approved thereunder.

          In addition, except as set forth on Exhibit 2.18:

          A.   no written notice, notification, demand, request
     for information, citation, summons or order has been received
     by, no complaint has been served on, and no penalty has been
     assessed against the Company or any Subsidiary and no
     investigation or review is pending, or to the knowledge of
     the Company threatened, by any Governmental Body or other
     entity with respect to any alleged failure by the Company or
     any Subsidiary to have any environmental, health or safety
     Governmental Approval required under any Environmental Law or
     with respect to any generation, treatment, storage,
     recycling, transportation, discharge or disposal, or any
     Release of any Hazardous Materials;

          B.   neither the Company nor any Subsidiary owns or
     operates a hazardous waste treatment, storage or disposal
     facility requiring a permit under the Resource Conservation
     and Recovery Act, 42 U.S.C. Section 6901 et seq., as amended, or
     under any comparable state or local statute;

          C.   with respect to properties owned, leased, or
     operated by the Company and its Subsidiaries,

               (1)  no polychlorinated biphenyls ("PCB's") are
          present at any property owned or leased by the Company
          or any Subsidiary,

               (2)  no asbestos or asbestos-containing material is
          present at any property owned or leased by the Company
          or any Subsidiary,

               (3)  there are no underground storage tanks or
          surface impoundments for Hazardous Materials, active or
          abandoned, at any property owned or leased by the
          Company or any Subsidiary,

               (4)  no Release of Hazardous Materials has occurred
          at, on or under any property while owned, leased or
          operated by the Company or any Subsidiary, and

               (5)  no Lien pursuant to any Environmental Law has
          been threatened or filed against any property owned,
          leased or operated by the Company or any Subsidiary;

          D.   neither the Company nor or any Subsidiary has
     transported or arranged for the transportation of any
     Hazardous Material to any location that is listed on the
     National Priorities List under CERCLA or on any similar state 
     or local list or that is the subject of Federal, state or
     local enforcement actions or other investigations that may
     lead to Environmental Claims against the Company or any
     Subsidiary; and

          E.   neither the Company nor any Subsidiary has received
     any notice from any Governmental Body or third person that
     the Company or any Subsidiary pursuant to an Environmental
     Law is or may be liable or a potentially responsible party
     for the costs of removal, remedial or other actions incurred
     by others in response to the Release or threatened Release of
     a Hazardous Material.

          SECTION 19.  Other Agreements.  Simultaneously with the
execution of this Agreement, the Company is entering into other
agreements identical in all respects with this Agreement (except
the principal amount of Notes to be purchased) with the other
purchasers named in Schedule I.  The aggregate principal amount of
Notes to be purchased by you and said other purchasers under this
Agreement and said other agreements is $40,000,000, but the
purchases by you and said other purchasers are to be separate and
several transactions.

          SECTION 3.  REPRESENTATIONS OF THE PURCHASER.  You
represent to the Company as follows:

          SECTION 1.  Purchase of Notes.  On the Closing Date you
will acquire the Notes being purchased by you without a view to
the distribution thereof, provided that the disposition of your
property shall at all times be within your control.

          SECTION 2.  Source of Funds.  Either:

          A.   no part of the funds used by you to purchase Notes
     hereunder will be from the assets of any separate account
     maintained by you in which any ERISA Plan (or its related
     trust) has an interest; or

          B.   if any part of such purchase will be from the
     assets of any separate account maintained by you in which any
     ERISA Plan has an interest,

               (1)  on or prior to the Closing Date you shall have
          disclosed to the Company in writing the name of each
          ERISA Plan the assets of which are in such separate
          account, or

               (2)  such separate account is a "pooled separate
          account" entitled to the exemptions granted by the
          Prohibited Transaction Class Exemption 90-1 issued by
          the Department of Labor and on or prior to the Closing
          Date you shall have disclosed to the Company in writing
          the name of each ERISA Plan whose assets in such 
          separate account exceed or are expected to exceed 10% of
          the total assets of such account as of the Closing Date.

For purposes of clause (2) above all ERISA Plans maintained by the
same employer or employee organization are deemed to be a single
ERISA Plan.  As used in this Section 3.2, the term "separate
account" shall have the meaning assigned to it in Section 3(17) of
ERISA.

          SECTION 4.  CONDITIONS OF CLOSING.  Your obligation to
purchase and pay for the Notes to be purchased by you hereunder is
subject to the satisfaction on or before the Closing Date of the
following conditions:

          SECTION 1.  Proceedings.  All corporate and other
proceedings taken or to be taken in connection with the
transactions contemplated hereby and all documents and papers
incident thereto shall be satisfactory to you, and you and your
special counsel shall have received copies or originals of such
documents and papers, all in form and substance satisfactory to
you, as you or they may reasonably request in connection therewith.

          SECTION 2.  Opinions of Counsel.  You shall have
received from (A) Mays & Valentine, counsel for the Company, and
(B) Willkie Farr & Gallagher, your special counsel in connection
with the transactions contemplated by this Agreement, opinions
substantially in the respective forms of Exhibits 4.2(A) and
4.2(B), each dated the Closing Date and addressed to you.  Such
opinions shall also cover such other matters incident to such
transactions as you may reasonably request.

          SECTION 3.  Representations True, Etc.; Officer's
Certificate.  All representations and warranties of the Company
contained in Section 2 shall be true on and as of the Closing Date
with the same effect as though such representations and warranties
had been made on and as of the Closing Date; the Company shall
have performed all agreements on its part required to be performed
under this Agreement on or prior to the Closing Date; no Default
or Event of Default shall have occurred and be continuing; the
Company shall not have consolidated with, merged with or into, or
sold, leased or otherwise disposed of its properties as an
entirety or substantially as an entirety to any Person, whether or
not the same would have been permitted by Section 8.9; the Company
shall not have taken any action that would have been prohibited by
Section 8.7 if said Section had been binding and effective at all
times after June 30, 1993; and you shall have received a
certificate of the President, the Chief Financial Officer or the
Treasurer of the Company, dated the Closing Date, certifying to
the effect specified in this Section.

          SECTION 4.  Legality.  On the Closing Date, the Notes to
be purchased by you hereunder shall be a legal investment for you
under the laws of each jurisdiction to which you may be 
subject (without resort to any so-called basket or leeway
provision of said laws, such as Section 1405(a) (8) of the Insurance Law
of the State of New York), and you shall have received such
certificates or other evidence as you may reasonably request
demonstrating the legality of such purchase under such laws.

          SECTION 5.  Subsidiary Guaranties.  Each of The William
Byrd Press, Incorporated, Washburn Graphics, Inc., American
Graphics, Inc. and Cougar Acquisition Subsidiary, Inc. shall have
executed and delivered to you a Subsidiary Guaranty, substantially
in the form of Exhibit 4.5 (each a "Subsidiary Guaranty", which
term shall include each other Subsidiary Guaranty from time to
time executed and delivered pursuant to Section 8.11).

          SECTION 6.  Private Placement Number.  The Notes shall
have been assigned a Private Placement Number by Standard & Poor's
Corporation.

          SECTION 7.  Other Purchasers.  The other purchasers
referred to in Section 2.19 shall have purchased and made payment
for the principal amounts of Notes respectively to be purchased by
them pursuant to the other agreements referred to in said Section.

          SECTION 5.  PREPAYMENT OF THE NOTES.  In addition to the
payment of the entire unpaid principal amount of the Notes at the
final maturity thereof, the Company will make mandatory
prepayments in respect of the Notes and may make optional
prepayments in respect of the Notes as hereinafter provided.

          SECTION 1.  Mandatory Prepayments of Notes.  On December
23, 1997 and on each December 23 thereafter to and including
December 23, 2002 (so long as any of the Notes shall be
outstanding), the Company will prepay the respective aggregate
principal amounts of Notes set forth below (or, if less, the
unpaid balance thereof):

                                               Mandatory
          Date                             Prepayment Amount

     December 23, 1997                       $1,004,286.00
     December 23, 1998                       $2,574,285.90
     December 23, 1999                       $4,144,285.80
     December 23, 2000                       $5,714,285.70
     December 23, 2001                       $7,284,285.60
     December 23, 2002                       $8,854,285.50

in each case at the principal amount so to be prepaid, together
with accrued interest thereon to the date of such prepayment,
without premium, and allocated as provided in Section 5.4.  No
prepayment of less than all the Notes pursuant to Section 5.2
shall relieve the Company of its obligation to make the
prepayments of Notes required by this Section 5.1.


          SECTION 2.  Optional Prepayment of Notes.  Upon notice
given as provided in Section 5.3, the Company may at any time
prepay the Notes as a whole, or from time to time in part (in a
minimum amount of $2,500,000 and otherwise in multiples of
$500,000), in each case at the principal amount so to be prepaid,
together with interest accrued thereon to the date fixed for such
prepayment, plus a premium in an amount equal to the Make-Whole
Amount for each such Note.

          SECTION 3.  Notice of Prepayment; Make-Whole
Computations. The Company shall call Notes for prepayment pursuant to Section
5.2 by giving written notice thereof to each holder of the Notes,
which notice shall be given not less than 30 nor more than 60 days
prior to the date fixed for such prepayment, shall specify the
amount so to be prepaid and the date fixed for such prepayment and
shall also identify the Computing Holder in respect of such
prepayment.  Notice of prepayment having been so given, the
aggregate principal amount of the Notes so to be prepaid as
specified in such notice, together with interest accrued thereon
to the date of such prepayment, plus the Make-Whole Amount, if
any, with respect to each such Note, shall become due and payable
on the specified prepayment date.

          The Make-Whole Amount to be paid in connection with any
prepayment of Notes pursuant to Section 5.2 shall be determined by
the Computing Holder in respect of such prepayment and written
notice of the amount thereof shall be furnished to the Company by
such Computing Holder at least four Business Days prior to the
date fixed for such prepayment, which notice shall set forth in
reasonable detail the computation thereof and the assumptions made
in connection therewith (including a copy of the Telerate screen
or other source of market data used to determine the Treasury
Yield), provided that such Computing Holder shall incur no
liability to the Company, any other holder of Notes or any other
Person in connection with its making of, or failure to make, such
determination.  The Company shall deliver to each other holder of
the Notes a copy of such notice not later than two Business Days
after the Company's receipt thereof.  If the Computing Holder
shall fail to make such determination, then the Company shall do
so and shall prepare and furnish such written notice of the amount
thereof to each holder of the Notes not later than two Business
Days prior to the date fixed for such prepayment.

          SECTION 4.  Allocation of Partial Prepayments.  In the
event of any prepayment of less than all of the outstanding Notes
pursuant to Section 5.1 or Section 5.2, the Company will allocate
the principal amount so to be prepaid among all outstanding Notes
in proportion to the respective unpaid principal amounts thereof.

          SECTION 5.  Surrender of Notes; Notation Thereon. 
Subject to the provisions of Section 14, the Company may, as a
condition of payment on account of any Note, require the holder of
such Note to present such Note for notation of such payment and,
if such Note be paid in full, require the surrender thereof.


          SECTION 6.  Purchase of Notes.  The Company will not,
and will not permit any Subsidiary or Affiliate to, acquire
directly or indirectly by purchase or prepayment or otherwise any
of the outstanding Notes except by way of payment or prepayment in
accordance with the provisions of the Notes and of this Agreement.

          SECTION 6.  FINANCIAL STATEMENTS AND INFORMATION.  The
Company will furnish to you, so long as you shall be obligated to
purchase or shall hold any of the Notes, and each other holder of
a Note, in duplicate if requested:

          A.   as soon as available and in any event within 45
     days after the end of each quarterly accounting period (other
     than the last quarterly period) in each fiscal year of the
     Company, copies of unaudited consolidating and consolidated
     balance sheets of the Company and its Subsidiaries as at the
     last day of such quarterly period and of the related
     consolidating and consolidated statements of income and cash
     flows of the Company and its Subsidiaries for such quarterly
     period and the period from the beginning of the current
     fiscal year to the end of such quarterly period, all in
     reasonable detail and stating in comparative form the
     consolidated figures for the corresponding date and period in
     the previous fiscal year, and all certified by a senior
     financial officer of the Company to present fairly in all
     material respects the information contained therein, in each
     case in accordance with GAAP, subject to year-end and audit
     adjustments;

          B.   as soon as available and in any event within 90
     days after the end of each fiscal year of the Company,

               (1)  copies of a consolidated balance sheet of the
          Company and its Subsidiaries as at the end of such
          fiscal year and of the related consolidated statements
          of income, cash flows and shareholders' equity of the
          Company and its Subsidiaries for such fiscal year all in
          reasonable detail and stating in comparative form the
          respective consolidated figures as of the end of and for
          the previous fiscal year and all accompanied by an
          opinion of independent public accountants of recognized
          national standing selected by the Company, and

               (2)  a written statement of the accountants
          referred to in clause (l) above stating that in making
          the examination necessary for their report on such
          financial statements they obtained no knowledge of any
          Default or Event of Default or, if such accountants
          shall have obtained knowledge of any such Default or
          Event of Default, specifying all such Defaults or Events
          of Default and the nature and status thereof;


          C.   concurrently with the financial statements for each
     quarterly accounting period and for each fiscal year of the
     Company furnished pursuant to Subsections A and B of this
     Section, a certificate of a senior financial officer of the
     Company (1) setting forth computations in reasonable detail
     showing as at the end of such quarterly accounting period or
     fiscal year, (a) whether there was compliance with the
     covenants contained in Sections 8.6 and 8.10, (b) the
     aggregate amount of additional Debt and secured Debt the
     Company would be permitted to incur under Sections 8.4C and
     8.5I, respectively, and (c) the aggregate amount of
     Restricted Payments the Company would be permitted to make
     under Section 8.7, (2) listing all Material Subsidiaries as
     of the end of such period and (3) stating that, based upon
     such examination or investigation and review of this
     Agreement as in the opinion of the signer is necessary to
     enable the signer to express an informed opinion with respect
     thereto, no Default or Event of Default has occurred during
     such period, or, if any Default or Event of Default shall
     have occurred, specifying all such Defaults and Events of
     Default, and the nature and period of existence thereof and
     what action the Company has taken, is taking or proposes to
     take with respect thereto;

          D.   promptly upon their becoming available,

               (1)  copies of all other financial statements sent
          or made available generally by the Company or a
          Subsidiary to its equity or other security holders
          (other than the Company or another Subsidiary), all
          regular and periodic reports and proxy statements, and
          all registration statements and prospectuses, if any,
          filed by the Company or a Subsidiary with any securities
          exchange or with the Commission, and

               (2)  copies of all press releases and other
          statements made available generally by the Company or a
          Subsidiary to the public concerning financial matters or
          other material developments in the business of the
          Company or the Company and its Subsidiaries taken as a
          whole;

          E.   promptly after receipt thereof copies of each other
     report submitted to the Company and its Subsidiaries by
     independent public accountants in connection with any annual,
     interim or special audit made by them of the books of the
     Company and its Subsidiaries;

          F.   promptly after becoming aware of (1) any
     Environmental Claim that the Company or any Subsidiary
     receives (including without limitation to take or pay for any
     remedial, removal, response or cleanup or other action with
     respect to any Hazardous Material contained on any property
     owned or leased by the Company or any Subsidiary), (2) any 
     notice of any alleged violation of any Environmental Law, or
     knowledge by the Company or any Subsidiary of a condition
     that might reasonably result in a violation of any
     Environmental Law, or (3) any litigation, arbitration or
     administrative proceedings, whether instituted, or to the
     knowledge of the Company threatened, affecting the Company or
     any Subsidiary; and which Environmental Claim, violation or
     proceeding, if adversely determined, could be reasonably
     expected to have a material adverse effect on the business,
     operations, properties, prospects or condition (financial or
     other) of the Company or the Company and its Subsidiaries
     taken as a whole, an Officer's Certificate describing the
     nature and status of such matters and what action the Company
     has taken, is taking or proposes to take with respect thereto;

          G.   promptly after any officer of the Company becomes
     aware of the occurrence of any Default or Event of Default,
     an Officer's Certificate specifying the nature and period of
     existence thereof and what action the Company proposes to
     take with respect thereto;

          H.   (1) promptly after any officer of the Company or
     any ERISA Affiliate becomes aware of the occurrence of any
     Reportable Event that alone or together with other Reportable
     Events could reasonably be expected to result in liability of
     the Company or any ERISA Affiliate to any Person in an
     aggregate amount exceeding $1,000,000, an Officer's
     Certificate setting forth details as to such Reportable Event
     and the action proposed to be taken with respect thereto,
     together with a copy of the notice, if any, of such
     Reportable Event given to the PBGC, (2) promptly after
     receipt thereof, a copy of any notice the Company or any
     ERISA Affiliate may receive from the PBGC relating to the
     intention of the PBGC to terminate any ERISA Plan or Plans
     (other than an ERISA Plan maintained by an ERISA Affiliate
     that is considered an ERISA Affiliate only pursuant to
     subsection (m) or (o) of Section 414 of the Code) or to
     appoint a trustee to administer any ERISA Plan or Plans, (3)
     promptly after the due date for filing with the PBGC pursuant
     to Section 412(n) of the Code of a notice of failure to make
     a required installment or other payment with respect to a
     Plan, an Officer's Certificate setting forth details as to
     such failure and the action proposed to be taken with respect
     thereto, together with a copy of such notice given to the
     PBGC, and (4) promptly after receipt thereof by the Company
     or any ERISA Affiliate from the sponsor of a Multiemployer
     Plan, a copy of each notice received by the Company or such
     ERISA Affiliate concerning (a) the imposition of withdrawal
     liability or (b) a determination that a Multiemployer Plan
     is, or is expected to be, terminated or in reorganization, in
     each case within the meaning of Title IV of ERISA; and


          I.   such other information, including financial
     statements and computations, relating to the performance of
     the provisions of this Agreement and the affairs of the
     Company and any of its Subsidiaries as you or any such holder
     may from time to time reasonably request.

          The Company will keep at its principal executive office,
     a true copy of this Agreement (as at the time in effect), and
     cause the same to be available for inspection at said office
     during normal business hours by any holder of a Note or any
     prospective transferee of a Note designated by a holder
     thereof.

     SECTION 7.  INSPECTION OF PROPERTIES AND BOOKS.  You (for so
long as you shall be obligated to purchase or shall hold Notes)
and each other holder of a Note shall have the right to visit and
inspect any of the properties of the Company or any of its
Subsidiaries, to examine their books of account and records and
make or be provided with copies and extracts therefrom, to discuss
their affairs, finances and accounts with, and to be advised as to
the same by, their officers and independent public accountants
(and by this provision the Company authorizes such accountants to
discuss such affairs, finances and accounts, whether or not a
representative of the Company is present), all at such reasonable
times and to such reasonable extent as you or such other holder
may desire.  The Company agrees to pay all out-of-pocket expenses
incurred by you and each such other holder in connection with your
and such other holder's exercise of rights pursuant to this
Section 7 at any time when a Default or an Event of Default shall
have occurred and be continuing.

          SECTION 8.  COVENANTS.  The Company covenants and agrees
that so long as any Note shall be outstanding:

          SECTION 1.  Payment of Principal, Interest and Premium.
The Company will duly and punctually pay the principal of, and
interest and premium (if any) on, the Notes in accordance with the
terms of the Notes and this Agreement.

          SECTION 2.  Keep Books; Reserves; Corporate Existence,
Payment of Taxes; Maintenance of Properties; Compliance with Laws;
Insurance.  The Company will, and will cause each of its
Subsidiaries to,

          A.   keep proper books of record and account, and keep
     reserves, all in accordance with GAAP;

          B.   subject to Section 8.9, do or cause to be done all
     things necessary to preserve and keep in full force and
     effect its corporate existence, material rights (charter and
     statutory) and franchises, provided that the Company shall
     not be required to preserve any right or franchise of the
     Company, and no Subsidiary shall be required to preserve its
     corporate existence or any right or franchise of such 
     Subsidiary, if the Board of Directors shall determine that
     the preservation thereof is no longer desirable in the
     conduct of the business of the Company and that the loss
     thereof would not have a material adverse effect on the
     business, operations, properties, prospects or condition
     (financial or other) of the Company or of the Company and its
     Subsidiaries taken as a whole;

          C.   pay and discharge or cause to be paid and
     discharged all taxes, assessments and governmental charges or
     levies imposed upon it or upon its income or profits or upon
     any of its property, real, personal or mixed, or upon any
     part thereof, when due, as well as all lawful claims for
     labor, materials and supplies which, if unpaid, might by law
     become a Lien upon its property, provided that neither the
     Company nor any Subsidiary shall be required to pay any such
     tax, assessment, charge, levy or claim if the amount,
     applicability or validity thereof shall be contested on a
     timely basis in good faith by appropriate proceedings (so
     long as the enforcement of any Lien arising out of such
     nonpayment shall be stayed during the proceedings) and if
     appropriate provision, if any, as shall be required by GAAP
     shall have been made therefor;

          D.   maintain and keep, or cause to be maintained and
     kept, its properties in good repair, working order and
     condition (other than ordinary wear and tear), so that the
     business carried on in connection therewith may be properly
     and advantageously conducted at all times, provided that
     nothing in this Subsection shall prevent the Company or any
     of its Subsidiaries from discontinuing the operation and the
     maintenance of any of its properties if such discontinuance
     is, in the opinion of the Board of Directors, desirable in
     the conduct of its business and would not have a material
     adverse effect on the business, operations, properties,
     prospects or condition (financial or other) of the Company or
     of the Company and its Subsidiaries taken as a whole;

          E.   obtain, comply in all material respects with,
     preserve and keep in full force and effect all licenses,
     permits, authorizations and approvals of all Governmental
     Bodies individually or in the aggregate material to the
     conduct of its business and its ownership of properties and
     comply in all material respects with all applicable statutes,
     regulations and Orders of, and all applicable restrictions
     imposed by, any Governmental Body, in respect of the conduct
     of its business and the ownership of its properties
     (including without limitation applicable Environmental Laws
     and statutes, regulations and Orders relating to equal
     employment opportunities);

          F.   without limiting the generality of Subsection E
     above, conduct and complete all investigations, studies,
     sampling and testing, and all remedial, removal and other 
     actions, required under Environmental Laws and promptly
     comply with all Orders and lawful directives of all
     Governmental Bodies respecting Environmental Laws, except to
     the extent that the same are being contested in good faith by
     appropriate proceedings and the pendency of such proceedings
     would not have a material adverse effect on the business,
     operations, properties, prospects or condition (financial or
     other) of the Company or of the Company and its Subsidiaries
     taken as a whole; and

          G.   insure and keep insured with financially sound and
     reputable insurers so much of their respective properties,
     and such insurance shall be in such amounts (and with such
     deductibles), as companies engaged in a similar business in
     accordance with good business practice customarily insure
     properties of a similar character against loss by fire and
     from other causes; and maintain with financially sound and
     reputable insurers public liability insurance against claims
     for personal injury, death or property damage suffered by
     others upon or in or about any premises occupied by it or
     occurring as a result of its ownership, maintenance or
     operations of any automobiles, railroad cars, trucks or other
     vehicles, aircraft or other facilities or as a result of the
     use of products manufactured, constructed or sold by it or
     services rendered by it, in such amounts (and with such
     deductibles) as such insurance is usually carried by
     companies engaged in a similar business and as is in
     accordance with good business practice.

          SECTION 3.  Compliance with ERISA.  The Company will
not, and will not permit any ERISA Affiliate to, (A) engage in any
transaction in connection with which the Company or such
Subsidiary could be subject to either a civil penalty assessed
pursuant to Section 502(i) of ERISA or a tax imposed by Section
4975 of the Code, (B) terminate or withdraw from any ERISA Plan,
including a Multiemployer Plan, in a manner, or take any other
action with respect to any such ERISA Plan (including without
limitation a substantial cessation of operations within the
meaning of Section 4062(e) of ERISA), which could result in any
liability of the Company or such Subsidiary to a Multiemployer
Plan, to the PBGC or to a trustee appointed under Section 4042(b)
of ERISA, (C) incur any liability to the PBGC on account of a
termination of an ERISA Plan under Section 4064 of ERISA, (D) fail
to make full payment when due of all amounts which, under the
provisions of any ERISA Plan, applicable law or applicable
collective bargaining agreement, the Company or any such
Subsidiary is required to pay as contributions thereto, (E) permit
to exist any accumulated funding deficiency, within the meaning of
Section 412 of the Code or Sections 302 and 303(c) of ERISA,
whether or not waived, with respect to any ERISA Plan (other than
a Multiemployer Plan), (F) except as disclosed in the 1993 Annual
Report, create or suffer to exist any unfunded expected post
retirement benefit obligation (determined in accordance with
Financial Accounting Standards Board Statement No. 106, without 
taking into account liabilities attributable to coverage mandated
under Section 4980B of the Code or Section 601 of ERISA) of the
Company or any of its Subsidiaries, or (G) adopt any amendment to
any ERISA Plan which would require the Company or any of its
Subsidiaries to provide security to such ERISA Plan under Section
307 of ERISA or Section 401(a) (29) of the Code, if, in any such
case, such penalty or tax or such liability, or the failure to
make such payment, or the existence of such deficiency, as the
case may be, could reasonably be expected to have a material
adverse effect on the business, operations, properties or
condition (financial or other) of the Company or the Company and
its Subsidiaries taken as a whole.

          SECTION 4.  Limitations on Debt.  The Company will not,
and will not permit any Subsidiary to, create, incur, assume or
otherwise be liable with respect to any Debt except:

          A.  the Notes and the Subsidiary Guaranties;

          B.  Debt existing on the date of this Agreement and
     described in Exhibit 2.6 (after giving effect to the issuance
     of Notes on the Closing Date and the application of the
     proceeds thereof as provided in Section 2.14); and

          C.  other Debt, provided that immediately after giving
     effect to the incurrence of such Debt, (l) Consolidated Debt
     would not exceed the following applicable percentage of
     Consolidated Total Capitalization at the time of incurrence
     thereof: (i) 65%, during the period from the Closing Date
     through December 31, 1994; (ii) 60%, during the period from
     January 1, 1995 through December 31, 1996; and (iii) 55%
     thereafter, and (2) in the case of Debt of a Subsidiary, the
     Company would be permitted to incur at least $1 of additional
     secured Debt under Section 8.5I.

For purposes of this Section 8.4 any Debt of a Person outstanding
at the time such Person becomes a Subsidiary or is acquired,
consolidated or merged with or into the Company or a Subsidiary
shall be deemed to have been incurred at that time.

          Notwithstanding the foregoing provisions of this Section
8.4, the Company covenants and agrees that the covenants and
events of default (and related definitions) contained in the
credit facility or facilities to be entered into by the Company
with Wachovia Bank of North Carolina, N.A. and one or more other
banks (a draft of which has been delivered to you) will not be
more favorable to such banks in any material respect than the
covenants and events of default (and related definitions)
contained in this Agreement.

          SECTION 5.  Limitation on Liens.  The Company will not,
and will not permit any of its Subsidiaries to, create, assume,
incur or suffer to exist any Lien upon or with respect to any
property or assets, whether now owned or hereafter acquired, 
without making effective provision, and the Company covenants that
in any such case it will make or cause to be made provision
(pursuant to documentation in form and substance satisfactory to
the Required Holders in their sole discretion as evidenced by
their prior written approval of such documentation) whereby the
Notes shall be secured by such Lien equally and rat ably with or
prior to any and all other obligations and Debt to be secured
thereby; provided that nothing contained in this Section 8.5 shall
prohibit:

          A.  Liens on property of the Company or any Subsidiary
     existing on the Closing Date and described in Exhibit 2.6;

          B.  Any extension, renewal or replacement of any Lien
     permitted by Subsection A above but only if the principal
     amount of Debt secured thereby is not increased and such Lien
     does not extend to or cover any other property;

          C.  Liens in respect of equipment or real property
     acquired or improvements constructed on real property by the
     Company or a Subsidiary after the Closing Date, which Liens
     are created at the time of acquisition or completion of
     construction of such property or within 270 days thereafter,
     to secure Debt assumed or incurred to finance all or any part
     of the purchase price or cost of construction of such
     property, or in the case of any Person that hereafter becomes
     a Subsidiary or is consolidated with or merged with or into
     the Company or a Subsidiary or sells, leases or otherwise
     disposes of all or substantially all of its property to the
     Company or a Subsidiary, Liens existing at the time such
     Person becomes a Subsidiary or is so consolidated or merged
     or effects such sale, lease or other disposition of property
     (and not incurred in anticipation thereof), or in the case of
     any property acquired by the Company or any Subsidiary after
     the Closing Date, Liens existing on such property at the time
     of acquisition thereof (and not incurred in anticipation
     thereof), whether or not the Debt secured thereby is assumed
     by the Company or a Subsidiary, provided that in any such case

               (1)  no such Lien shall extend to or cover any
          other property of the Company or such Subsidiary, as the
          case may be, and

               (2)  the aggregate principal amount of the Debt
          secured by all such Liens in respect of any such
          property shall not exceed the lesser of the cost and the
          fair market value of such property at the time of such
          acquisition (or in the case of Debt incurred to finance
          improvements the fair market value at the time of
          completion of construction) or, in the case of a Lien in
          respect of property existing at the time of such Person
          becoming a Subsidiary or being so consolidated or merged 
          or effecting such sale, lease or other disposition, the
          fair market value of such property at such time;

          D.  Liens for taxes or assessments or other governmental
     charges or levies, either not yet due and payable or to the
     extent that nonpayment thereof shall be permitted by the
     proviso to Section 8.2C;

          E.  Liens granted by one Subsidiary to a Wholly-owned
     Subsidiary or by a Subsidiary to the Company;

          F.  Liens incurred or deposits made in the ordinary
     course of business in connection with workers' compensation,
     unemployment insurance and other types of social security or
     to secure the performance of tenders, statutory obligations,
     surety and appeal bonds, bids, leases, government contracts,
     performances and return of money bonds and similar
     obligations;

          G.  Liens incidental to the normal conduct of the
     business of the Company or any Subsidiary or the ownership of
     its property (including without limitation minor survey
     exceptions, title defects, minor encumbrances, easements,
     reservations, rights of others for rights-of-way, zoning or
     other restrictions as to the use of real property), which are
     not incurred in connection with the incurrence of Debt and
     which do not in the aggregate materially impair the use of
     such property in the operation of the business of the Company
     and its Subsidiaries taken as a whole or the value of such
     property for the purpose of such business;

          H.  Liens of or resulting from any judgment rendered by
     a court of competent jurisdiction (other than judgments and
     awards which if not discharged would result in a Default
     under Section 10.1J), the appeal of which the Company or a
     Subsidiary is prosecuting in good faith; and

          I.  Liens which would otherwise not be permitted by
     Subsections A through H above, securing Debt of the Company
     or a Subsidiary then permitted to be incurred pursuant to
     Section 8.4C, provided that after giving effect thereto the
     sum (without duplication) of (l) the aggregate unpaid
     principal amount of Debt of the Company secured by such Liens
     permitted by this Subsection, (2) the aggregate unpaid
     principal amount of Debt of all Subsidiaries (other than (i)
     Debt permitted by Sections 8.4A and 8.4B, (ii) Debt owing to
     the Company or any Wholly-owned Subsidiary and (iii)
     unsecured Debt as to which the Company has complied with the
     requirements set forth in Section 8.11D) and (3) the
     aggregate Attributable Debt in connection with all sale and
     leaseback transactions of the Company and its Subsidiaries
     permitted by Section 8.8, does not exceed 15% of Consolidated
     Net Worth.


     For purposes of this Section 8.5 any Lien existing in respect
     of property at the time such property is acquired or in
     respect of property of a Person at the time such Person is
     acquired, consolidated or merged-with or into the Company or
     a Subsidiary shall be deemed to have been created at that
     time.

          SECTION 6.  Maintenance of Financial Conditions.  The
Company will not permit

          A.  Consolidated Net Worth at any time to be less than
     the sum of (l) $40,000,000 plus (2) 50% of Consolidated Net
     Income on a cumulative basis for each fiscal quarter
     (beginning with the fiscal quarter ending September 30, 1993)
     for which Consolidated Net Income is positive, or

          B.  Consolidated Income Available for Fixed Charges for
     any period of four consecutive fiscal quarters (commencing
     with the period ending on December 31, 1993) to be less than
     350% of Fixed Charges for such period.

          SECTION 7.  Limitation on Restricted Payments and
Restricted Investments.  The Company will not, and will not permit
any of its Subsidiaries to, directly or indirectly, make or
declare any Restricted Payment or make any Restricted Investment
unless after giving effect to any such action

          A.  the aggregate of all (1) Restricted Payments made
     during the period commencing on July l, 1993 and ending on
     and including the last day of the fiscal quarter then
     preceding the date of such action (the "Computation Period")
     and (2) Restricted Investments existing on the date of such
     action, shall not exceed

               (a)  $2,000,000 plus 50% (or minus 100% in the case
          of a deficit) of Consolidated Net Income for the
          Computation Period, plus

               (b)  the aggregate net cash proceeds to the Company
          from the issuance of shares of capital stock of any
          class of the Company (other than shares of Preferred
          Stock constituting Debt hereunder) during the
          Computation Period; and

          B.  after giving effect to such proposed Restricted
     Payment or Restricted Investment, (l) no Default or Event of
     Default shall have occurred and be continuing and (2) the
     Company would be permitted to incur at least $1 of additional
     Debt under Section 8.4C.

          The Company will not declare any dividend on any of its
shares payable more than 90 days after the declaration date.


          SECTION 8.  Sale and Leaseback Transactions.  The
Company will not, and will not permit any Subsidiary to, sell,
lease, transfer or otherwise dispose of (collectively, a
"transfer") any asset on terms whereby the asset or a
substantially similar asset is or may be leased or reacquired by
the Company or any Subsidiary, unless the Company or such
Subsidiary would be entitled to incur additional secured Debt
pursuant to Section 8.5I in an amount equal to the Attributable
Debt with respect to such transaction without equally and ratably
securing the Notes.

          SECTION 9.  Consolidation, Merger or Disposition of
Assets as an Entirety.  The Company will not, and will not permit
any Subsidiary to, directly or indirectly, consolidate or merge
with, or sell, lease, assign, transfer or otherwise dispose of its
assets as an entirety or substantially as an entirety to, any
Person (other than as permitted by Section 8.10D), except that,
subject to the last paragraph of this Section,

          A.  a Subsidiary may consolidate with or merge into or
     sell, lease, assign, transfer or otherwise dispose of its
     assets as an entirety or substantially as an entirety to the
     Company or to a Wholly-owned Subsidiary or to a Person which
     thereupon becomes a Wholly-owned Subsidiary, and

          B.  the Company may permit any Person to be merged into
     the Company or may consolidate with or merge into or sell or
     otherwise (except by lease) dispose of its assets as an
     entirety or substantially as an entirety to any solvent
     corporation organized under the laws of the United States of
     America or any State thereof which expressly assumes in
     writing the due and punctual payment of the principal of, and
     premium (if any) and interest on, all of the Notes, and the
     due and punctual performance of the obligations of the
     Company hereunder and under the Notes, provided that prior to
     any such transaction becoming effective, (l) each holder of
     the Notes shall receive written notice from the Company
     describing the proposed transaction, (2) all instruments and
     documents evidencing such assumption shall be in form and
     substance satisfactory to the Required Holders and (3) each
     holder of the Notes shall receive an opinion of counsel
     reasonably satisfactory to the Required Holders that such
     instrument of assumption has been duly authorized, executed
     and delivered by the assuming corporation and is valid,
     binding and enforceable in accordance with its terms and that
     the transaction complies with the requirements of this
     Section.

          Immediately after any consolidation, merger or other
disposition under Subsection A or B above (i) no Default or Event
of Default shall have occurred and be continuing and (ii) the
Company would be permitted to incur at least $1 of additional Debt
under Section 8.4C.  If any such consolidation, merger or other
disposition under Subsection A or B above has the effect of 
requiring a Subsidiary to execute and deliver a Subsidiary
Guaranty in accordance with Section 8.11, such requirements shall
have been satisfied prior to or concurrently with the
effectiveness of such consolidation, merger or other disposition
notwithstanding the time limits in Section 8.11.

          SECTION 10.  Sale of Assets.  The Company will not, and
will not permit any Subsidiary to, directly or indirectly sell,
lease, assign, transfer or otherwise dispose of any of its assets
to any Person, except:

          A.  any transaction permitted by Section 8.9;

          B.  the Company or a Subsidiary may sell or otherwise
     dispose of assets in the ordinary course of business;

          C.  any Subsidiary may sell, lease, assign, transfer or
     otherwise dispose of assets to the Company or any
     Wholly-owned Subsidiary; and

          D.  the Company or any Subsidiary may dispose of any of
     its assets for fair value if (l) no Default or Event of
     Default shall have occurred and be continuing and (2) either
     (a) such assets and all other assets disposed of by the
     Company and its Subsidiaries under this Subsection during the
     12-month period ending on the date of such proposed
     disposition shall not have an aggregate book value in excess
     of 10% of Consolidated Total Assets or have accounted for
     more than 10% of consolidated net sales or 10% of
     consolidated net operating profit of the Company and its
     Subsidiaries (before corporate allocations) for either of the
     two most recently ended fiscal years, all determined in
     accordance with GAAP, or (b) an amount equal to the net
     proceeds (after all fees and expenses incurred and all taxes
     have been paid) realized upon such disposition is applied to
     the acquisition or construction for cash (but not in a
     transaction permitted by Section 8.5C) of similar assets
     within one year after the date of such disposition.

          SECTION 11.  Additional Subsidiary Guaranties; Etc.

          A.  If after the Closing Date any Subsidiary that has
     not theretofore executed and delivered a Subsidiary Guaranty
     hereunder becomes a Material Subsidiary, promptly thereafter
     and in any event within 60 days after the end of the fiscal
     period in which such Subsidiary first becomes a Material
     Subsidiary, the Company will cause such Subsidiary to execute
     and deliver a Subsidiary Guaranty and will furnish each
     holder of the Notes with an executed counterpart of such
     Subsidiary Guaranty and an opinion of counsel required by
     Subsection C below.


          B.  If after the Closing Date any Subsidiary that has
     not theretofore executed and delivered a Subsidiary Guaranty
     hereunder proposes (in one transaction or a series of related
     transactions) to incur Debt for borrowed money in a principal
     amount exceeding $1,500,000 or to Guarantee Debt for borrowed
     money of the Company or a Material Subsidiary in a principal
     amount exceeding $1,500,000 or to incur Debt and Guarantee
     Debt in any combination aggregating more than $1,500,000 then
     prior to or concurrently with the incurrence of such Debt or
     Guarantee, as the case may be, and subject to the
     requirements of Subsection D below, the Company will cause
     such Subsidiary to execute and deliver a Subsidiary Guaranty
     and will furnish each holder of the Notes with an executed
     counterpart of such Subsidiary Guaranty and an opinion of
     counsel required by Subsection C below.

          C.  Concurrently with the execution and delivery of any
     subsidiary Guaranty pursuant to Subsection A or Subsection B
     above the Company will also furnish each holder of the Notes
     with an opinion of Mays & Valentine or other counsel
     satisfactory to the Required Holders (which opinion shall be
     satisfactory to the Required Holders and may be subject to
     customary exceptions, qualifications and limitations under
     the circumstances) to the effect that such Subsidiary
     Guaranty has been duly authorized, executed and delivered by
     such Subsidiary and is valid, binding and enforceable in
     accordance with its terms.

          D.  Prior to or concurrently with the incurrence of any
     Debt for borrowed money or the execution and delivery of any
     Guarantee in respect of Debt for borrowed money, or any
     combination thereof as aforesaid, in each case in a principal
     amount exceeding $1,500,000, by any Subsidiary which has
     theretofore executed and delivered a Subsidiary Guaranty
     hereunder (or is concurrently required to do so as aforesaid)
     either (1) the Company will cause assurances satisfactory to
     the Required Holders to be provided to each holder of the
     Notes that the claims of the holders of the Notes against
     such Subsidiary in respect of such Subsidiary Guaranty will
     be enforced in bankruptcy or liquidation on a parity with the
     claims of such other unsecured creditor in respect of Debt
     for money borrowed of such Subsidiary or such Guarantee (and
     without regard to any differences between the benefits
     derived by such Subsidiary from such Subsidiary Guaranty and
     from such other Debt) or (2) an intercreditor agreement, in
     form and substance satisfactory to the Required Holders, will
     be entered into between the holders of the Notes and such
     other creditor pursuant to which the parties thereto agree to
     treat their claims against such Subsidiary on a parity as
     aforesaid.  In the event that the Company shall not comply
     with the requirements of this Subsection D, the aggregate
     unpaid principal amount of the Debt so incurred or Guaranteed
     by such Subsidiary will be taken into account in calculating
     the aggregate unpaid principal amount of Debt of all 
     Subsidiaries for purposes of Section 8.5I.  Such failure to
     comply with this Subsection D shall not constitute a default
     or an Event of Default under this Agreement unless the
     operation of this Subsection D results in a violation of
     Section 8.5.

          E.  No Subsidiary shall be released from its obligations
     under a Subsidiary Guaranty for any reason (including without
     limitation such Subsidiary ceasing to be a Material
     Subsidiary or the payment of any Debt initially giving rise
     to the obligation of such Subsidiary to execute and deliver
     such Subsidiary Guaranty) except as provided in such
     Subsidiary Guaranty or pursuant to Section 13.

          SECTION 12.  Transactions with Affiliates.  The Company
will not, and will not permit any Subsidiary to, engage in any
transaction or arrangement, with an Affiliate (including without
limitation the purchase from, sale to or exchange of property
with, or the rendering of any service by or for, any Affiliate)
except upon fair and reasonable terms no less favorable to the
Company or such Subsidiary than would have been obtainable in
arms' length dealing with a Person other than an Affiliate.

          SECTION 9.  DEFINITIONS.

          SECTION 1.  Definitions.  Except as otherwise specified
or as the context may otherwise require, the following terms shall
have the respective meanings set forth below whenever used in this
Agreement and shall include the singular as well as the plural:

          "Affiliate" of any specified Person means any other
Person (A) controlling or controlled by or under common control
with such specified Person, (B) which beneficially owns or holds
5% or more of any class of ownership interests of such specified
Person or (C) 5% or more of any class of ownership interests of
which is owned, directly or indirectly, by such specified Person.
For the purposes of this definition, "control" when used with
respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

          "Attributable Debt" means, as to any particular lease
relating to a sale and leaseback transaction under which any
Person is at the time liable and at any date as of which the
amount thereof is to be determined, the total net amount of rent
(discounted from the respective due dates thereof at the interest
rate implicit in the lease) required to be paid by such Person
under such lease during the remaining term (excluding extensions)
thereof.  The net amount of rent required to be paid under any
such lease for any such period shall be the total amount of the
rent payable by the lessee with respect to such period after 
excluding amounts required to be paid on account of maintenance
and repairs, insurance, taxes, assessments, utilities, operating
and labor costs and similar charges.  In the case of any lease
which may be terminated by the lessee upon the payment of a
penalty, such net amount of rent shall also include the amount of
such penalty, but no rent shall be considered as required to be
paid under such lease subsequent to the first date upon which it
may so be terminated.

          "Board of Directors" means the board of directors of the
Company or a Subsidiary, as the case may be, or any committee of
directors lawfully exercising the relevant powers of said board.

          "Business Day" means any day other than a Saturday,
Sunday or day on which banks in New York, New York are required or
permitted to close.

          "Capitalized Lease Obligation" means any rental
obligation which under GAAP is or will be required to be
capitalized on a balance sheet of the Company or any Subsidiary,
or for which the amount of the asset and liability thereunder as
if so capitalized should be disclosed in a note to such balance
sheet, in each case taken at the amount thereof accounted for as
indebtedness (net of interest expense) in accordance with GAAP.

          "CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., as
amended.

          "Change in Control" means any event by which any Person
or Group shall acquire beneficial ownership of a majority of the
outstanding Voting Stock of the Company; and for such purpose
"Group" means a group within the meaning of Rule 13d-5 of the
Securities and Exchange Commission under the Securities Exchange
Act of 1934, as amended, as in effect on the date hereof.

          "Closing Date" has the meaning stated in Section 1.2.

          "Code" means the Internal Revenue Code of 1986, as
amended from time to time.

          "Commission" means the Securities and Exchange
Commission and any successor Federal agency having similar powers.

          "Computing Holder" means, as of the date of the related
notice of optional prepayment pursuant to Section 5.2 or the date
of acceleration pursuant to Section 10.1, the holder of Notes with
the highest aggregate unpaid principal amount, which holder is
willing to act in such capacity.  In case two or more holders of
Notes would, by reason of holding Notes in the same aggregate
unpaid principal amount, qualify as the Computing Holder as
aforesaid as of any date of determination, the Computing Holder
shall be the qualifying holder or holders as mutually determined
by all such qualifying holders. For purposes of such 
determination, Notes then held by any institutional investor and
its subsidiaries and affiliates shall be aggregated.

          "Consolidated Debt" means the aggregate outstanding Debt
of the Company and its Subsidiaries, consolidated in accordance
with GAAP.

          "Consolidated Income Available For Fixed Charges" means
for any period the sum of Consolidated Net Income plus all amounts
that were deducted from gross income in the computation of such
Consolidated Net Income on account of (A) Federal, state, local
and foreign income taxes, (B) Fixed Charges and (C) depreciation
and other non-cash charges (net of any non-cash credits).

          "Consolidated Net Income" means the net income of the
Company and its Subsidiaries, determined on a consolidated basis
in accordance with GAAP, excluding

          A.  the proceeds of any life insurance policy;

          B.  any gains arising from (1) the sale or other
     disposition of any assets (other than current assets) to the
     extent that the aggregate amount of the gains exceeds the
     aggregate amount of the losses from the sale, abandonment or
     other disposition of assets (other than current assets), (2)
     any write-up of assets, or (3) the acquisition of outstanding
     securities of the Company or any Subsidiary;

          C.  any amount representing any interest in the
     undistributed earnings of any other Person (other than a
     Subsidiary);

          D.  any earnings, prior to the date of acquisition, of
     any Person acquired in any manner, and any earnings of any
     Subsidiary acquired prior to becoming a Subsidiary;

          E.  any earnings of a successor to or transferee of the
     assets of the Company prior to becoming such successor or
     transferee;

          F.  any deferred credit (or amortization of a deferred
     credit) arising from the acquisition of any Person;

          G.  any portion of the net income of any Subsidiary
     which for any reason is unavailable for payment of dividends
     to the Company or to another Subsidiary; and

          H.  any extraordinary gains.

          "Consolidated Net Worth" means all amounts which would,
in accordance with GAAP, be included under stockholders' equity on
a consolidated balance sheet of the Company and its Subsidiaries
(except to the extent attributable to the Company's outstanding 
Series A Preferred Stock or other outstanding Preferred Stock
constituting Debt hereunder).

          "Consolidated Total Assets" means the total assets of
the Company and its Subsidiaries, determined on a consolidated
basis in accordance with GAAP.

          "Consolidated Total Capitalization" means the sum of
Consolidated Debt and Consolidated Net Worth.

          "Debt" of any Person means, without duplication, (A) all
obligations of such Person for borrowed money or for the deferred
purchase price of property acquired by such Person (excluding
accounts payable and accrued liabilities arising in the ordinary
course of business and not overdue), (B) all obligations of such
Person created or arising under any conditional sale or other
title retention agreement with respect to any property acquired by
such Person, (C) all Capitalized Lease Obligations of such Person,
(D) all Debt of others secured by a Lien on any asset of such
Person, whether or not such Debt is assumed by such Person, (E)
all Debt of others Guaranteed by such Person and (F) the aggregate
liquidation value of all outstanding Preferred Stock issued by
such Person which by its terms is subject to any mandatory
purchase, redemption or other retirement obligation.

          "Default" means any event which, with notice or the
lapse of time or both, would constitute an Event of Default.

          "Environmental Claim" means any written notice by any
court, arbitrator or Governmental Body or other Person alleging
potential liability of the Company or any Subsidiary for damage to
the environment, potential liability for personal injury
(including sickness, disease or death), resulting from or based
upon (A) the presence or release (including sudden or nonsudden,
accidental or nonaccidental, leaks or spills) of any Hazardous
Material at, in or from property, whether or not owned by the
Company or any Subsidiary, or (B) circumstances forming the basis
of any violation, or alleged violation, of any Environmental Law.

          "Environmental Laws" means any and all Federal, state,
local and foreign statutes, laws, regulations, ordinances, rules,
judgments, Orders, consent decrees, permits, concessions, grants,
franchises, licenses, agreements or other governmental
restrictions relating to the regulation or protection of human
health, safety or the environment or to emissions, discharges,
Releases or threatened Releases of Hazardous Materials into the
environment, including without limitation ambient air, soil,
surface water, groundwater, wetlands, land or subsurface strata,
or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or
handling of Hazardous Materials.  Without limiting the foregoing,
Environmental Laws shall include, but not be limited to, CERCLA,
the Solid Waste Disposal Act, 42 U.S.C. Section 6901 et seq, as amended,
the Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et seq.  
as amended, the Clean Air Act, 42 U.S.C. Section 7401 et seq. , as
amended, the Toxic Substances Control Act, 15 U.S.C. Section 2601 et
seq., as amended, the Occupational Safety and Health Act, 29 U.S.C.
Section 651 et seq., as amended, the Hazardous Materials Transportation
Act, 49 U.S.C. Section 1801 et seq., as amended, any analogous, foreign,
state, and local laws, and any rules or regulations promulgated
thereunder.

          "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended.

          "ERISA Affiliate" means each trade or business (whether
or not incorporated) which together with the Company is treated as
a "single employer" under Subsection (b), (c), (m) or (o) of
Section 414 of the Code.

          "ERISA Plan" means an "employee benefit plan (as defined
in Section 3(3) of ERISA) that is covered by any provision of
ERISA and that is maintained, sponsored or otherwise contributed
to by the Company or any ERISA Affiliate.

          "Event of Default" has the meaning stated in Section
10.1.

          "Fixed Charges" means, for any period, the sum (without
duplication) of (1) all interest payable in respect of the Notes
and any other then outstanding Debt of the Company and its
Subsidiaries (including imputed interest in respect of Capitalized
Lease Obligations and dividends payable in respect of Preferred
Stock constituting Debt hereunder) and (2) all rental and other
obligations required to be paid by the lessee under all operating
leases (excluding any amounts required to be paid by the lessee on
account of maintenance and repairs, insurance, taxes, assessments,
utilities, operating and labor costs and similar charges).

          "GAAP" means generally accepted accounting principles
from time to time in the United States.

          "Governmental Approval" means any authorization, order,
consent, approval, license, permit, certificate, exemption of or
filing or registration with any Governmental Body.

          "Governmental Body" has the meaning stated in Section
2.5.

          "Guarantee" by any Person means any obligation,
contingent or non-contingent, of such Person directly or
indirectly guaranteeing any Debt of any other Person and, without
limiting the generality of the foregoing, any obligation, direct
or indirect, contingent or non-contingent, of such Person

          A.  to purchase, pay or support (or advance or supply
     funds for the purchase or payment or support of) such Debt
     (whether arising by virtue of partnership arrangements, by 
     agreement to keep-well, to purchase assets, goods, securities
     or services, to take-or-pay, or to maintain financial
     statement conditions or otherwise); or

          B.  entered into for the purpose of assuring in any
     other manner the obligee of such Debt of the payment thereof
     or to protect such obligee against loss in respect thereof
     (in whole or in part);

provided that the term Guarantee shall not include endorsements
for collection or deposit in the ordinary course of business.  The
term "Guarantee" used as a verb has a corresponding meaning.

          "Hazardous Materials" means, collectively, (A) any
petroleum or petroleum products, flammable explosives, radioactive
materials, asbestos in any form that is or could become friable,
urea formaldehyde foam insulation, and transformers or other
equipment that contains dielectric fluid containing PCB's, (B) any
chemicals or other materials or substances which are now or
hereafter become defined as or included in the definition of
"hazardous substances", "hazardous wastes", "hazardous materials",
"extremely hazardous waste", "restricted hazardous waste", "toxic
substances", "toxic pollutants", "contaminants", "pollutants", or
words of similar import under any Environmental Law, and (C) any
other chemical or other material or substance or waste, exposure
to which is now or hereafter prohibited, limited or regulated
under any Environmental Law.

          "Investment" means, with respect to any Person, any
direct or indirect purchase or other acquisition by such Person of
stock or other securities of any other Person, or any direct or
indirect loan, advance (other than advances to employees for
moving and travel expenses, drawing accounts and similar
expenditures in the ordinary course of business) or capital
contribution by such Person to any other Person, including all
Debt and accounts receivable from such other Person which are not
current assets or did not arise from sales to such other Person in
the ordinary course of business, and any direct or indirect
purchase or other acquisition by such Person of any property or
assets other than property or assets used in the ordinary course
of business.

          "Lien" means, with respect to any Person, any mortgage,
lien, pledge, adverse claim, charge, security interest or other
charge or encumbrance, or any other similar type of preferential
arrangement, or the interest or title of any vendor, lessor,
lender or other secured party to or of such Person under any
conditional sale or other title retention agreement or capital
lease, upon or with respect to any properties or assets of such
Person, or the signing or filing of a financing statement which
names such Person as debtor, or the signing of any security
agreement authorizing any other party as the secured party
thereunder to file any financing statement.


          "Make-Whole Amount" means, in connection with any
prepayment of a Note, the amount (but not less than zero) equal to
the excess, if any, of

          A.  the sum of the Present Values (as hereinafter
     defined) of (1) the principal amount of such Note being
     prepaid (assuming the mandatory prepayments pursuant to
     Section 5.1 and the principal balance of such Note payable
     upon maturity are paid when due) and (2) the amount of
     interest which would have been payable on each interest
     payment date on the amount of such principal being prepaid
     (assuming the mandatory prepayments pursuant to Section 5.1
     and the principal balance of such Note payable upon maturity
     and interest payments are paid when due), over

               B.  the principal amount of such Note being prepaid.

For purposes of this definition, "Present Value" shall be
determined in accordance with generally accepted financial
practice by discounting on a semiannual basis to the date of such
prepayment at a discount rate per annum equal to the sum of the
applicable Treasury Yield plus 0.50%; the "Treasury Yield" for
such purpose shall be determined as of 10:00 A.M. New York City
time on the fifth Business Day prior to the date of such
prepayment by reference to the yields of those actively traded "On
The Run" United States Treasury security, such yield shall be
obtained by linear interpolation (calculated to the nearest
one-twelfth of a year) from the yields of actively traded "On the
Run" Treasury securities having a maturity equal to the
then-remaining weighted average life to maturity of such Note as
reported by the Telerate Access Service page 7677 or the
equivalent page provided by Telerate Systems Incorporated (or any
other nationally recognized publicly available on-line source of
similar market data), provided that if such weighted average life
to maturity is not equal to the maturity of an actively traded "On
The Run" United Stated Treasury security, such yield shall be
calculated to the nearest one-twelfth of a year) from the yields
of actively traded "On The Run" Treasury securities having a
maturity closest to such weighted average life to maturity; and
"On The Run" United States Treasury securities refers to those
United States Treasury securities which are most recently
auctioned.

          "Material Subsidiary"  as at any date of determination
means a Subsidiary that is a member of the Material Subsidiary
Group; and "Material Subsidiary Group" as at such date means one
or more Subsidiaries which account for (or in the case of a
recently formed or acquired Subsidiary would so account for on a
pro forma basis) at least (A) 70% of Consolidated Total Assets as
measured as at the end of the then most recently ended fiscal year
of the Company or (B) 90% of Consolidated Income Available for
Fixed Charges for either of the two most recently ended fiscal
years of the Company.  The determination of the Material
Subsidiary or Material Subsidiaries comprising the Material 
Subsidiary Group as of any date shall be made on the basis of a
group consisting of the smallest number of Subsidiaries necessary
to comprise the Material Subsidiary Group as of such date.

          "Memorandum" has the meaning stated in Section 2.2.

          "Multiemployer Plan" means a "multiemployer plan" (as
defined in Section 4001(a) (3) of ERISA) that is, or within the
six years immediately preceding the Closing Date was, contributed
to by the Company or any ERISA Affiliate, or to which the Company
or any ERISA Affiliate is obligated to contribute on or after the
Closing Date.

          "1993 Annual Report" has the meaning stated in Section
2.2.

          "Officer's Certificate" means a certificate signed by
the Chief Executive Officer of the Company or by its President,
its Chief Financial Officer, one of its Vice Presidents having
responsibility for corporate or financial affairs of the Company,
or its Treasurer.

          "Order" has the meaning stated in Section 2.5.

          "PBGC" means the Pension Benefit Guaranty Corporation

established under ERISA or any successor thereto.

          "Permitted Investment" means

          A.  Investments existing on the Closing Date and
     described in Schedule II;

          B.  Investments in certificates of deposit, maturing
     within one year after acquisition thereof, issued by
     commercial banks organized under the laws of the United
     States of America or any State thereof having capital and
     surplus in excess of $100,000,000;

          C.  Investments in open market commercial paper,
     maturing within 270 days after acquisition thereof, that is
     rated "A-1" or higher by Standard & Poor's Corporation and
     "P-1" or higher by Moody's Investors Service, Inc.;

          D.  Investments in direct obligations of the United
     States of America or of any agency of the United States of
     America (to the extent the obligations of such agency are
     backed by the full faith and credit of the United States of
     America), maturing within one year after acquisition thereof;

          E.  Investments in variable rate demand bonds that, at
     the time of acquisition, are rated "A" or "A-1" or higher by
     Standard & Poor's Corporation or "A" or "P-1" or higher by
     Moody's Investors Service, Inc., maturing or being subject to 
     a requirement of purchase or redemption at the option of the
     holder thereof within one year after the date of such
     acquisition;

          F.  Investments in general obligation bonds, maturing
     within one year after acquisition thereof, issued or
     guaranteed by a Governmental Body of the United States having
     the highest rating obtainable from Moody's Investors Service,
     Inc. and from Standard & Poor's Corporation; and

          G.  Investments constituting loans or advances in the
     ordinary course of business to officers, directors and
     employees incidental to carrying on the Company's or any
     Subsidiary's business, provided the aggregate outstanding
     principal balance of such loans and advances does not exceed
     1% of Consolidated Total Assets.

          "Person" means and include an individual, a partnership,
a joint venture, a corporation, a trust, an unincorporated
organization and a government or any department or agency thereof.

          "Preferred Stock", as applied to any corporation, means
shares of such corporation that shall be entitled to preference or
priority over any other shares of such corporation in respect of
either the payment of dividends or the distribution of assets upon
liquidation, or both.

          "Release" means any release, spill, emission, leaking,
pumping, injection, deposit, disposal, discharge, dispersal,
leaching or migration into the indoor or outdoor environment
including without limitation the movement of Hazardous Materials
through ambient air, soil, surface water, ground water, wetlands,
land or subsurface strata.

          "Reportable Event" means any reportable event as defined
in Section 4043(b) of ERISA or the regulations issued thereunder
with respect to an ERISA Plan.

          "Required Holders" means, as of any date, the holder or
holders of at least 51% of the aggregate unpaid principal amount
of the Notes then outstanding.

          "Restricted Investments" means any Investment other than
(l) a Permitted Investment, (2) any Investment in a Subsidiary or
in a Person which concurrently with the making of such Investment
becomes a Subsidiary and (3) an Investment prior to June 30, 1994
of not more than $3,000,000 in cash plus the assets of
Garamond/Pridemark Press, Inc. having a net value of not more than
$3,000,000 in the Baltimore joint venture described in general
detail to you prior to the execution and delivery of this
Agreement.

          "Restricted Payment" means, in respect of the Company,


          A.  the declaration or payment of any dividend on, or
     the incurrence of any liability to make any other payment or
     distribution in respect of, its shares of any class (other
     than one payable solely in its common shares), or

          B.  any payment or distribution on account of the
     purchase, redemption or other retirement of any of its shares
     of any class, or of any warrant, option or other right to
     acquire such shares, or any other payment or distribution
     made in respect thereof, either directly or indirectly, or

          C.  any payment of the principal of, interest on, or any
     other amounts due in respect of, any Subordinated Debt made
     at the option of the Company or a Subsidiary.

          "Subordinated Debt" means Debt of the Company or any
Subsidiary for borrowed money that is subordinated to any extent
to payment of other Debt of the Company or such Subsidiary, as the
case may be.

          "Subsidiary" of any Person means any corporation of
which at least a majority of the outstanding Voting Stock in such
corporation is at the time owned, directly or indirectly, by such
Person and/or one or more of its Subsidiaries.  Except as
otherwise expressly indicated herein, references to Subsidiaries
shall mean Subsidiaries of the Company.

          "Subsidiary Guaranty" has the meaning stated in Section
4.5.

          "Voting Stock" means capital stock of any class or
classes of a corporation having power under ordinary circumstances
to vote for the election of members of the board of directors of
such corporation, or persons performing similar functions (whether
or not at the time stock of any of the class or classes shall have
or might have special voting power or rights by reason of the
happening of any contingency).

          "Waverly Acquisition" has the meaning stated in Section
2.2.

          "Wholly-owned Subsidiary" means any Subsidiary all of
the equity ownership of which (other than directors' qualifying
shares required by law) is at the time owned by the Company and/or
one or more other Wholly-owned Subsidiaries.

          SECTION 2.   Accounting Terms.  All accounting terms
used herein which are not expressly defined in this Agreement have
the meanings respectively given to them in accordance with GAAP.
Except as otherwise specifically provided herein, all computations
made pursuant to this Agreement shall be made in accordance with
GAAP and all balance sheets and other financial statements shall
be prepared in accordance with GAAP consistently applied.  Any
consolidated financial statement or financial computation with 
respect to the Company and its Subsidiaries required by this
Agreement shall be done in accordance with GAAP; and, if at the
time that any such statement or computation is required to be made
the Company shall not have any Subsidiary, such terms shall mean a
financial statement or a financial computation, as the case may
be, with respect to the Company only.

          SECTION 10.  EVENTS OF DEFAULT; REMEDIES.

          SECTION 1.  Events of Default; Acceleration of Maturity.
 If any of the following events ("Events of Default") shall have
occurred and be continuing (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or by
operation of law or otherwise):

          A.  default shall be made in the due and punctual
     payment of all or any part of the principal of, or premium
     (if any) on, any Note when and as the same shall become due
     and payable, whether at stated maturity, by acceleration, by
     notice of prepayment or otherwise;

          B.  default shall be made in the due and punctual
     payment of any interest on any Note and such default shall
     have continued for a period of more than five days;

          C.  default shall be made in the due performance or
     observance of any term, covenant or agreement contained in
     Section 6G or 8.4 to 8.10, inclusive, and such default shall
     have continued for a period of more than five days after any
     officer of the Company first becomes aware thereof;

          D.  default shall be made in the due performance or
     observance of any other term, covenant or agreement contained
     in this Agreement or any Subsidiary Guaranty and such default
     shall have continued for a period of 30 days after the
     earlier of (l) the date on which the Company receives written
     notice thereof and (2) the date on which any executive
     officer of the Company first becomes aware thereof;

          E.  (l) default shall be made in (a) any payment of the
     principal of or premium or interest on any Debt of the
     Company or any Subsidiary which is outstanding in an
     aggregate unpaid principal amount exceeding $1,000,000, when
     and as the same shall become due and payable (whether at
     stated maturity, by notice of prepayment or otherwise) or (b)
     the performance or observance of any material term, covenant
     or agreement in respect of any such Debt or under any
     agreement or instrument relating to any such Debt, and in any
     case any applicable grace period shall have expired, or (2)
     any other event shall occur or condition shall exist in
     respect of any Debt of the Company or any Subsidiary which is
     outstanding in an aggregate unpaid principal amount exceeding
     $1,000,000, or under any agreement or instrument relating to
     any such Debt, the effect of which is to cause the 
     acceleration of the maturity of such Debt or to require the
     repayment or repurchase of such Debt;

          F.  the Company or any Subsidiary shall (l) apply for or
     consent to the appointment of, or the taking of possession
     by, a receiver, custodian, trustee or liquidator of itself or
     of all or a substantial part of its property, (2) be
     generally unable to pay its debts as such debts become due,
     (3) make a general assignment for the benefit of its
     creditors, (4) commence a voluntary case under any law
     relating to bankruptcy, insolvency or reorganization, (5)
     file a petition seeking to take advantage of any other law
     providing for the relief of debtors, (6) fail to controvert
     in a timely or appropriate manner (but within 30 days in any
     event), or acquiesce in writing to, any petition filed
     against it in an involuntary case under any law relating to
     bankruptcy, insolvency or reorganization, (7) take any action
     under the laws of its jurisdiction of incorporation analogous
     to any of the foregoing, or (8) take any corporate action for
     the purpose of effecting any of the foregoing;

          G.  a proceeding or case shall be commenced against the
     Company or any Subsidiary, without the application or consent
     of the Company or such Subsidiary in any court of competent
     jurisdiction seeking (l) its liquidation, reorganization,
     dissolution or winding up, or composition or readjustment of
     its debts, (2) the appointment of a trustee, receiver,
     custodian, liquidator, encumbrancer or the like of it or of
     all or any substantial part of its assets or (3) similar
     relief in respect of it under any law providing for the
     relief of debtors, and such proceeding or case shall continue
     undismissed, or unstayed and in effect, for a period of 45
     days; or an order for relief shall be entered in an
     involuntary case under any law relating to bankruptcy,
     insolvency or reorganization against the Company or any
     Subsidiary;

          H.  any representation or warranty made by the Company
     or any Subsidiary in this Agreement or in any certificate or
     other instrument delivered hereunder or pursuant here to
     shall prove to be false or incorrect or breached in any
     material respect on the date as of which made;

          I.  any provision of any Subsidiary Guaranty shall cease
     to be in full force and effect for any reason whatsoever
     (other than the release or waiver thereof by the holders of
     the Notes) or any Subsidiary shall contest or deny in writing
     the validity or enforceability of any of its obligations
     under its Subsidiary Guaranty or any Person that has
     delivered a Subsidiary Guaranty pursuant to Section 4.5 or
     8.11 shall cease to be a Subsidiary;


          J.  final judgment for the payment of money shall be
     rendered by a court of competent jurisdiction against the
     Company or any Subsidiary, and such judgment shall not be
     discharged or execution thereof stayed pending appeal, within
     20 days after entry thereof or, in the event of such a stay,
     such judgment shall not be discharged within 10 days after
     such stay expires and such judgment together with all other
     such judgments shall exceed in the aggregate $1,000,000; or

          K.  any Change of Control;

then (i) upon the occurrence of any Event of Default described in
Subsection F or G above with respect to the Company, the unpaid
principal amount of all Notes, together with the interest accrued
thereon, shall automatically become immediately due and payable,
without presentment, demand, protest or other requirements of any
kind, all of which are hereby expressly waived by the Company or
(ii) upon the occurrence and continuance of any other Event of
Default, the Required Holders may, by written notice to the
Company, declare the unpaid principal amount of all Notes to be,
and the same shall forthwith become, due and payable, together
with the interest accrued thereon and, to the extent permitted by
law, an amount equal to the Additional Amount (as hereinafter
defined) in respect of each such Note, without presentment,
further demand, protest or other requirements of any kind, all of
which are hereby expressly waived by the Company, provided that
during the existence of an Event of Default described in
Subsection A, B or K above with respect to any Note, the holder of
such Note may, by written notice to the Company declare such Note
to be, and the same shall forthwith become, due and payable,
together with the interest accrued thereon and, to the extent
permitted by law, an amount equal to the Additional Amount,
without presentment, further demand, protest or other requirements
of any kind, all of which are hereby expressly waived by the
Company.  If any holder of any Note shall exercise the option
specified in the proviso to the preceding sentence, the Company
will forthwith give written notice thereof to the holders of all
other outstanding Notes and each such holder may (whether or not
such notice is given or received), by written notice to the
Company, declare the unpaid principal amount of all Notes held by
it to be, and the same shall forthwith become, due and payable,
together with the interest accrued thereon and, to the extent
permitted by law, an amount equal to the Additional Amount,
without presentment, further demand, protest or other requirements
of any kind, all of which are hereby expressly waived by the
Company.  If all Notes are accelerated as specified above, the
Company will forthwith give written notice thereof to any holder
of an outstanding Note which has not given written notice to the
Company with respect to such acceleration.

          For purposes of this Section, the term "Additional
Amount" means, with respect to any Note, an amount equal to the
Make-Whole Amount that would be payable with respect to such Note 
if the Company had elected to prepay such Note in full pursuant to
Section 5.2 on the date of acceleration.

          Promptly following the acceleration of all of the Notes
by the Required Holders pursuant to this Section, the Computing
Holder in respect of such acceleration shall give written notice
to the Company of the amount of the Additional Amount in respect
of the Notes so accelerated (which notice shall set forth in
reasonable detail the computation of such Additional Amount and
the assumptions made in connection therewith).  Such notice shall
be given within one Business Day if such Computing Holder has
given such notice of acceleration and otherwise promptly after
such Computing Holder has knowledge of such acceleration.  If any
Note has been accelerated pursuant to the proviso to clause (ii)
of the first paragraph of this Section, then the holder which has
so accelerated such Note shall give written notice to the Company
of the Additional Amount in respect of such Note promptly after
such acceleration. The failure by a Computing Holder or any other
holder of a Note to give notice as aforesaid as to the
determination of the Additional Amount in respect of any Note
shall not relieve the Company of its obligation as of the date of
such acceleration to pay such Additional Amount forthwith after
such Additional Amount is determined (and in such case the
determination of such Additional Amount by the holder of any Note
which has been so accelerated shall be deemed to be conclusive
with respect to such Note absent manifest error).

          SECTION 2.  Suits for Enforcement.  If any Event of
Default shall have occurred and be continuing, the holder of any
Note may proceed to protect and enforce its rights, either by suit
in equity or by action at law, or both, whether for the specific
performance of any covenant or agreement contained in this
Agreement or in aid of the exercise of any power granted in this
Agreement, or the holder of any Note may proceed to enforce the
payment of all sums due upon such Note or to enforce any other
legal or equitable right of the holder of such Note.

          The Company covenants that, if it shall default in the
making of any payment due under any Note or in the performance or
observance of any agreement contained in this Agreement, it will
pay to the holder thereof such further amounts, to the extent
lawful, as shall be sufficient to pay the costs and expenses of
collection or of otherwise enforcing such holder's rights,
including counsel fees.

          SECTION 3.  Remedies Cumulative.  No remedy herein
conferred upon you or the holder of any Note is intended to be
exclusive of any other remedy and each and every such remedy shall
be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by
statute or otherwise.


          SECTION 4.  Remedies Not Waived.  No course of dealing
between the Company and you or the holder of any Note and no delay
or failure in exercising any rights hereunder or under any Note in
respect thereof shall operate as a waiver of any of your rights or
the rights of any holder of such Note.

          SECTION 11.  REGISTRATION, TRANSFER AND EXCHANGE OF
NOTES.  The Company will keep at the Company's principal executive
office or at such other office as the Company may designate in
writing to the holders of the Notes a register (the "Note
Register") in which, subject to such reasonable regulations as it
may prescribe, but at its expense (other than transfer taxes, if
any), it will provide for the registration and transfer of Notes.

          Whenever any Note shall be surrendered either at such
office of the Company or at the place of payment named in such
Note, for transfer or exchange, within five Business Days
thereafter the Company will execute and deliver in exchange
therefor a new Note or Notes, as may be requested by such holder,
in the same aggregate unpaid principal amount as the unpaid
principal amount of the Note so surrendered.  Each such new Note
shall be payable to such person as such holder may request.  Each
Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed or accompanied by a written
instrument of transfer duly executed by the registered holder of
such Note or such holder's attorney duly authorized in writing,
which endorsement or written instrument shall be satisfactory to
the Company.  Any Note issued in exchange for any other Note or
upon transfer thereof shall carry the rights to unpaid interest
and interest to accrue which were carried by the Note so exchanged
or transferred, and neither gain nor loss of interest shall result
from any such transfer or exchange.  Any transfer tax relating to
such transaction shall be paid by the holder requesting the
exchange.

          The Company and any agent of the Company may deem and
treat the Person in whose name any Note is registered as the owner
of such Note for the purpose of receiving payment of the principal
of and premium (if any) and interest on such Note and for all
other purposes whatsoever, whether or not such Note be overdue.

          SECTION 12.  LOST, ETC., NOTES.  Upon receipt by the
Company of evidence reasonable and satisfactory to it of the loss,
theft, destruction or mutilation of any Note, and (in case of
loss, theft or destruction) of indemnity satisfactory to it, and
upon surrender and cancellation of such Note, if mutilated, within
five Business Days thereafter the Company will deliver in lieu of
such Note a new Note in a like unpaid principal amount, dated as
of the date to which interest has been paid thereon.

          Notwithstanding the foregoing provisions of this
Section, if any Note of which you or any other institutional
holder is the owner is lost, stolen or destroyed, then the
affidavit of your or such holder's treasurer or assistant 
treasurer (or other responsible official), setting forth the
circumstances with respect to such loss, theft or destruction,
shall be accepted as satisfactory evidence thereof, and no
indemnity shall be required as a condition to the execution and
delivery by the Company of a new Note in lieu of such Note (or as
a condition to the payment thereof, if due and payable) other than
your or such holder's unsecured written agreement (in form and
substance satisfactory to the Company) to indemnify the Company.

          SECTION 13.  AMENDMENT AND WAIVER.  A.  Any provision of
this Agreement, the Notes or any Subsidiary Guaranty may, with the
consent of the Company, be amended or waived (either generally or
in a particular instance and either retroactively or
prospectively), by one or more substantially concurrent written
instruments signed by the Required Holders, provided that

          (1)  no such amendment or waiver shall 

               (a)  change the rate, the date or the time of
     payment of interest on any of the Notes, change the maturity
     of any of the Notes or affect the premium payable on any
     prepayment of a Note, or modify Section 14, without the
     consent of the holder of each Note so affected,

               (b)  modify any of the provisions of this
     Agreement with respect to the payment or prepayment or
     purchase of any Note, or reduce the percentage of the
     principal amount of the Notes the holders of which are
     required to approve any such amendment or effectuate any such
     amendment or effectuate any such waiver, or release any
     Subsidiary Guaranty, without the consent of the holders of
     all the Notes then outstanding, or

               (c)  be effective prior to the Closing Date without
     your consent, and

          (2)  no such waiver shall extend to or affect any
     obligation not expressly waived or impair any right
     consequent thereon.

          B.  Any amendment or waiver pursuant to Subsection A
above shall apply equally to all the holders of the Notes and
shall be binding upon them, upon each future holder of any Note
and upon the Company, in each case whether or not a notation
thereof shall have been placed on any Note.

          C.  The Company will not solicit, request or negotiate
for or with respect to any proposed waiver or amendment of any of
the provisions of this Agreement or the Notes unless each holder
of a Note (irrespective of the principal amount of Notes then held
by it) shall be informed thereof by the Company and shall be
afforded the opportunity of considering the same and shall be
supplied by the Company with sufficient information to enable it
to make an informed decision with respect thereto.  Executed or
true and correct copies of any amendment or waiver effected 
pursuant to the provisions of this Section shall be delivered by
the Company to each holder of Notes forthwith following the date
on which the same shall have become effective.  Neither the
Company nor any of its Affiliates will directly or indirectly pay
or cause to be paid any remuneration, whether by way of
supplemental or additional interest, fee or otherwise, to any
holder of a Note as consideration for or as an inducement to the
entering into by such holder of any such amendment or waiver
unless such remuneration is concurrently paid, on the same terms,
ratably to the holders of all of the Notes then outstanding.

          D.  For purposes of determining whether the holders of
outstanding Notes of the requisite unpaid principal amount at any
time have taken any action authorized by this Section or otherwise
by this Agreement, any Notes owned by the Company, any Subsidiary
or any Affiliate of the Company shall not be deemed outstanding.

          SECTION 14.  HOME OFFICE PAYMENT.  Notwithstanding
anything to the contrary in this Agreement or the Notes, so long
as you or any nominee designated by you shall be the holder of any
Note, the Company shall punctually pay all amounts which become
due and payable on such Note by transfer of immediately available
funds to you prior to 11:00 a.m., New York time, in the manner and
at your address as set forth in Schedule I, or at such other place
or in such other manner as you may designate by notice to the
Company, without presentation or surrender of such Note.  You
agree that prior to the sale, transfer or other disposition of any
such Note, you will make notation thereon of the portion of the
principal amount prepaid and the date to which interest has been
paid thereon, or surrender the same in exchange for a Note or
Notes aggregating the same principal amount as the unpaid
principal amount of the Note so surrendered.  The Company shall
enter into an agreement similar to that contained in this Section
with any other institutional investor that is a holder of a Note
(or nominee thereof) who shall have agreed to comply with the
requirements of this Section.

          SECTION 15.  LIABILITIES OF THE PURCHASER.  Neither this
Agreement nor any disposition of any of the Notes shall be deemed
to create any liability or obligation of you or any other holder
of any Note to enforce any provision hereof or of any of the Notes
for the benefit or on behalf of any other person who may be the
holder of any Note.

          SECTION 16.  CERTAIN TAXES.  The Company will pay all
stamp, documentary or similar taxes which may be payable in
respect of the execution and delivery of this Agreement, each
Subsidiary Guaranty or any of the Notes (but not their transfer)
or of any amendment of, or waiver or consent under or with respect
to, this Agreement, any Subsidiary Guaranty or of any of the Notes
and will save you and all subsequent holders of the Notes harmless
against any loss or liability resulting from nonpayment or delay
in payment of any such tax.  The obligations of the Company under
this Section shall survive the payment of the Notes.


          SECTION 17.  MISCELLANEOUS.

          SECTION 1.  Expenses.  The Company agrees, whether or
not the transactions hereby contemplated shall be consummated, to
pay all expenses incident to such transactions (including all
document production costs and other expenses, the reasonable fees
and disbursements of your special counsel and any local counsel
selected by you for their services with relation to such
transactions, the expenses of obtaining a private placement number
for the Notes as contemplated by Section 4.6 and all out-of-pocket
expenses in connection with the shipping to and from your office
or the office of your nominee of the Notes and upon any exchange
or substitution pursuant to the provisions of the Notes or this
Agreement), and to reimburse you for any out-of-pocket expenses in
connection therewith.  The Company also agrees to pay all
reasonable expenses incurred by you (including counsel and
investment banking or financial consultant fees) in connection
with any investigation of any Default or Event of Default, the
enforcement and collection of the Notes, the enforcement of this
Agreement or any Subsidiary Guaranty, and in connection with any
amendment or requested amendment of, or waiver or consent or
requested waiver or consent under or with respect to, this
Agreement, any Subsidiary Guaranty or any of the Notes, whether or
not the same shall become effective.  The obligations of the
Company under this Section shall survive the payment of the Notes.

          In furtherance of the foregoing, on the Closing Date the
Company will pay or cause to be paid the reasonable fees and
disbursements of your special counsel which are reflected in the
statement of such special counsel submitted to the Company on or
prior to the Closing Date.  The Company will also pay, promptly
upon receipt of supplemental statements therefor, reasonable
additional fees, if any, and disbursements of such special counsel
in connection with the transactions hereby contemplated (including
disbursements unposted as of the Closing Date).

          SECTION 2.  Indemnification.  The Company agrees, to the
extent permitted by applicable law, to indemnify, exonerate and
hold you and each of your officers, directors, employees and
agents (collectively the "Indemnitees" and individually an
"Indemnitee") free and harmless from and against any and all
actions, causes of action, suits, losses, liabilities and damages,
and expenses in connection therewith, including without limitation
reasonable counsel fees and disbursements (collectively the
"Indemnified Liabilities") incurred by the Indemnitees or any of
them as a result of, or arising out of, or relating to any
transaction financed or to be financed in whole or in part
directly or indirectly with proceeds from the sale of any of the
Notes, or the execution, delivery, performance or enforcement of
this Agreement, any instrument contemplated hereby by any of the
Indemnitees, except as to any Indemnitee for any such Indemnified
Liabilities arising on account of such Indemnitee's gross
negligence or willful misconduct; and if and to the extent the
foregoing undertaking may be unenforceable for any reason, the 
Company agrees to make the maximum contribution to the payment and
satisfaction of each of the Indemnified Liabilities which is
permissible under applicable law.  The obligations of the Company
under this Section shall survive payment of the Notes.

          SECTION 3.  Reliance on and Survival of Representations.
All agreements, representations and warranties of the Company
herein and in any certificates or other instruments delivered
pursuant to this Agreement shall (A) be deemed to have been relied
upon by you, notwithstanding any investigation heretofore or
hereafter made by you or on your behalf, and (B) survive the
execution and delivery of this Agreement and the delivery of the
Notes to you, and shall continue in effect so long as any Note is
outstanding and thereafter as provided in Sections 16, 17.1 and
17.2.

          SECTION 4.  Successors and Assigns.  This Agreement
shall bind and inure to the benefit of and be enforceable by the
Company and its respective permitted successors and assigns
hereunder, you and your successors and assigns, and, in addition,
shall inure to the benefit of and be enforceable by all holders
from time to time of the Notes; provided that the benefit of
Sections 12 (as to satisfactory indemnity) and 14 shall be limited
as provided therein.

          SECTION 5.  Communications.  All notices and other
communications provided for in this Agreement shall be in writing
and shall be sent by confirmed facsimile transmission (with an
undertaking to provide hard copy by overnight mail on the date of
such transmission) or delivered by hand or sent by a reputable
overnight courier service prepaid (with confirmation of receipt)

          A.  if to the Company, at 6620 West Broad Street, Suite
     500 (23230), Richmond, Virginia 23261-7367, Attention: David
     E. Bosher, or at such other address as the Company, may
     hereafter designate by notice to you and to each other holder
     of a Note at the time outstanding, or

          B.  if to you, at your address as set forth in Schedule
     I or at such other address as you may hereafter designate by
     notice to the Company, or

          C.  if to any other holder of a Note, at the address of
     such holder as it appears on the Note Register.

          Any notice or other communication herein provided to be
given to the holders of all outstanding Notes shall be deemed to
have been duly given if sent as aforesaid to each of the
registered holders of the Notes at the time outstanding at the
address for such purpose of such holder as it appears on the Note
Register.


          SECTION 6.  Jurisdiction and Process; Waiver of Jurv
Trial.  The Company agrees that any legal action or proceeding
arising out of or relating to this Agreement, the Notes or any
other document executed in connection herewith, or any legal
action or proceeding to execute or otherwise enforce any judgment
obtained against the Company for breach hereof or thereof, or
against any of its properties, may be brought in the courts of the
State of New York or the United States District Court for the
Southern District of New York by you or on your behalf or by or on
behalf of any holder of a Note, as you or such holder may elect,
and the Company hereby irrevocably and unconditionally submits to
the non-exclusive jurisdiction of such courts for purposes of any
such legal action or proceeding.  The Company consents to process
being served in any suit, action or proceeding by sending a copy
thereof by any reputable commercial delivery service or by mailing
a copy thereof by registered or certified mail, postage prepaid,
return receipt requested, to the address of the Company specified
in Section 17.5.  The Company agrees that such service upon
receipt (A) shall be deemed in every respect effective service of
process upon it in any such suit, action or proceeding and (B)
shall, to the fullest extent permitted by law, be taken and held
to be valid personal service upon and personal delivery to the
Company.  In addition, the Company hereby irrevocably waives, to
the fullest extent permitted by law, any objection which it may
now or hereafter have to the laying of venue of any suit, action
or proceeding arising out of or relating to this Agreement, the
Notes or any other document executed in connection herewith
brought in the courts of the State of New York or the United
States District Court for the Southern District of New York, and
any claim that any such suit, action or proceeding brought in any
such court has been brought in an inconvenient forum.

          The Company waives trial by jury in any action brought
on or with respect to this Agreement, the Notes or any other
document executed in connection herewith.

          SECTION 7.  Governing Law.  This Agreement and the Notes
shall be governed by and construed in accordance with the laws of
the State of New York.

          SECTION 8.  Headings.  The headings in this Agreement
are for convenience of reference only and shall not limit or
otherwise affect any of the terms hereof.

          SECTION 9.  Counterparts.  This Agreement may be
executed in two or more counterparts, each of which shall be
deemed to be an original but all of which together shall
constitute one and the same instrument.

     If you are in agreement with the foregoing, please sign the
form of acceptance in the space below provided, whereupon this
Agreement shall become a binding agreement between you and the
Company.


                              Very truly yours,

                              CADMUS COMMUNICATIONS CORPORATION


                              By DAVID E. BOSHER
                                   Vice President and Treasurer



The foregoing Agreement is
hereby accepted as of the
date first above written.

[The forms of signature by each of the purchasers, as they appear
on the respective Note Purchase Agreements, are set forth below.]

THE VARIABLE ANNUITY LIFE          METROPOLITAN LIFE INSURANCE
   INSURANCE COMPANY                  COMPANY

By JULIA S. TUCKER                 By FRANCIS M. DONNANTUONO
   Investment Officer                 Vice President

TEXAS LIFE INSURANCE COMPANY       By JOHN C. KELSH
                                      Vice President &
By LELAND LAUNER                      Investment Counsel
   Authorized Signatory


<PAGE>

                           SCHEDULE I


          This Schedule I shows the names and addresses of the
purchasers under the foregoing Note Purchase Agreement and the
other agreements referred to in Section 2.19 thereof and the
respective principal amounts of Notes to be purchased by each.

Name and Address of Purchaser                Principal Amount

THE VARIABLE ANNUITY LIFE                    $20,000,000
  INSURANCE COMPANY

(1)  All payments on account of the Notes shall be made by wire
     transfer of immediately available funds to:

     ABA #011000028
     State Street Bank and Trust Company
     Boston, MA 02101
     Re: The Variable Annuity Life
     Insurance Company
     AC-0125-821-9
     OBI = Description of payment
     Fund Number PA 54

     With sufficient information
     (including interest rate, maturity
     date, interest amount, principal
     amount and premium amount, if
     applicable) to identify the source
     and application of such funds,
     including the PPN: 127587 A* 4 of
     the Notes.

(2)  Address for all notices in respect of payment:

     The Variable Annuity Life
     Insurance Company and PA 54
     c/o State Street Bank and Trust
     Company
     State Street South
     Ann Hutchinson Offices, 2nd Floor
     108 Myrtle Street
     Two Newport Office Park
     North Quincy, MA 02171
     Telecopy:  (617) 985-4923

     with a copy to:

     The Variable Annuity Life Insurance Company
     c/o American General Corporation
     2929 Allen Parkway
     Houston, TX 77019
     Attn: Private Placements, A37-01


     Telecopy:  (713) 831-1366

(3)  Address for all other communications:

     The Variable Annuity Life Insurance Company
     c/o American General Corporation
     2929 Allen Parkway
     Houston, TX 77019
     Attn: Private Placements, A37-0l

     Telecopy:  (713) 831-1366

(4)  Tax Identification No.: 74-1625348

Name and Address of Purchaser                Principal Amount
METROPOLITAN LIFE INSURANCE COMPANY          $19,000,000

(1)  All payments on account of the Notes
     shall be made by wire transfer of
     immediately available funds to its
     Account No. 002-2-410591 at The Chase
     Manhattan Bank, N.A., Metropolitan
     Branch, 33 East 23rd Street, New York,
     NY 10010, ABA #021000021, with
     sufficient information setting forth
     (i) the name of the Company, (ii) the
     maturity date, (iii) the PPN:  127587
     A* 4 of the Notes, (iv) the amount of
     principal, interest and premium, if
     any, and (v) the due date of the
     payment being made.

(2)  Address for all communications:

     Metropolitan Life Insurance Company
     1 Madison Avenue
     New York, NY 10010
     
Attention:  Treasurer
     With a copy to:

Metropolitan Life Insurance Company
Corporate Investments
200 Park Avenue, 21st Floor
New York, NY 10166
Attention:  Vice President
     Telecopy:  (212) 692-5784

(3)  Tax Identification Number: 13-558-1829

Name and Address of Purchaser                Principal Amount

TEXAS LIFE INSURANCE COMPANY                 $1,000,000

(1)  All payments on account of the
     Notes shall be made by wire
     transfer of immediately available
     funds to its Account No. 80022 at
     Texas National Bank, 900 Washington
     Avenue, Waco, TX 76701, ABA
     #111900523, with sufficient
     information setting forth (i) the
     name of the Company, (ii) the
     maturity date, (iii) the PPN:
     127587 A* 4 of the Notes, (iv) the
     amount of principal, interest and
     premium, if any, and (v) the due
     date of the payment being made.

(2)  Address for all communications:

     Texas Life Insurance Company
     900 Washington Avenue
     Waco, TX 76701
     Attention:  Treasurer
     
With a copy to:

Metropolitan Life Insurance Company
Corporate Investments
200 Park Avenue, 21st Floor
New York, NY 10166
Attention:  Vice President
     Telecopy:  (212) 692-5784

(3)  Tax Identification Number: 74-0940890

<PAGE>
                                                      Schedule II



                      EXISTING INVESTMENTS


              Investment                         Amount

        Shares of Rodney Square                $96,614.18
              Mutual Fund


<PAGE>

                         [Form of Note]


                                                        Exhibit A




                CADMUS COMMUNICATIONS CORPORATION


              6.74% Guaranteed Senior Note due 2003


No. R-                                         New York, New York
$                                                          [DATE]
PPN:  127587 A*4

          CADMUS COMMUNICATIONS CORPORATION, a Virginia
corporation (the "Company"), for value received, hereby promises
to pay to ________________________________________________________
__________________________________________________________________
or registered assigns, the principal sum of ______________________
_____________ DOLLARS (or so much thereof as shall not have been
prepaid) on December 23, 2003 and to pay interest (computed on the
basis of a 360-day year of twelve 30-day months) on the unpaid
principal hereof from the date hereof at the rate of 6.74% per
annum, payable semiannually on June 23 and December 23 in each
year, until such principal sum shall have become due and payable
(whether at maturity, upon notice of prepayment or otherwise) and
to pay on demand interest (so computed) on any overdue principal
and premium, and, to the extent permitted by applicable law, on
any overdue interest, from the due date thereof at a rate per
annum equal to the greater of (i) 8.74% per annum and (ii) 2%
above the prime commercial lending rate announced by Citibank,
N.A. at its principal office in The City of New York, until the
obligation of the Company with respect to the payment thereof
shall be discharged. Payments of principal, premium, if any, and
interest shall be made at said principal office of Citibank, N.A.
in lawful money of the United States of America.

          This Note is one of the 6.74% Guaranteed Senior Notes
due 2003 of the Company issued pursuant to the several Note
Purchase Agreements dated as of December 15, 1993 entered into by
the Company and certain institutional investors and the holder of
this Note is entitled to the benefits thereof and the benefits of
the Subsidiary Guaranties referred to therein.

          This Note is subject to mandatory prepayment by the
Company on the dates and in the amounts specified in said Note
Purchase Agreements.  The Company may at its election prepay this
Note, in whole or in part, and the maturity hereof may be
accelerated following an Event of Default, all as provided in said
Note Purchase Agreements, to which reference is made for the terms
and conditions of such provisions as to prepayment and
acceleration, including without limitation the payment of a
make-whole amount in connection therewith.

     Upon surrender of this Note for registration of transfer or
exchange, duly endorsed or accompanied by a written instrument of
transfer duly executed by the registered holder hereof or such
holder's attorney duly authorized in writing, a new Note for a
like principal amount will be issued to, and, at the option of the
holder, registered in the name of, the transferee.  The Company
and any agent of the Company may deem and treat the person in
whose name this Note is registered as the owner hereof for the
purpose of receiving payments of the principal of, premium (if
any) and interest hereon and for all other purposes whatsoever
whether or not this Note is overdue, and the Company shall not be
affected by any notice to the contrary.

     As provided in said Note Purchase Agreements, this Note shall
be governed by and construed in accordance with the laws of the
State of New York.


                              CADMUS COMMUNICATIONS CORPORATION



                              By ______________________________
                              Title:


<PAGE>

                                                      EXHIBIT 4.5



                 [FORMS OF SUBSIDIARY GUARANTY]

     GUARANTY dated as of ____________ made by __________________,
a _____________ corporation (the "Guarantor"), in favor of the
holders from time to time of the Notes referred to below
(collectively, the "Obligees").

     WHEREAS, Cadmus Communications Corporation, a Virginia
corporation (the "Company"), has entered into several Note
Purchase Agreements dated as of December 15, 1993 (as amended or
otherwise modified from time to time, the "Note Agreements" and
terms defined therein and not otherwise defined herein are being
used herein as so defined) with the institutional purchasers
listed in Schedule I thereto, pursuant to which the Company has
issued and sold to such purchasers $40,000,000 aggregate principal
amount of its 6.74% Guaranteed Senior Notes due 2003 (the "Notes");

     [WHEREAS, it is a condition precedent to the purchase of the
Notes by such purchasers under the Note Agreements that the
Guarantor shall have executed and delivered this Guaranty;/

     WHEREAS, the Company is obligated under the Note Agreements
to cause each Person that from time to time after the Closing Date
becomes a Material Subsidiary and, under certain circumstances,
certain other Subsidiaries, to execute and deliver a Subsidiary
Guaranty substantially in the form of this Guaranty; and

     WHEREAS, the Guarantor is one of the Subsidiaries described
above.]

     NOW, THEREFORE, in consideration of the premises the
Guarantor hereby agrees as follows:

     SECTION 1.  Guaranty.  The Guarantor unconditionally and
irrevocably guarantees the punctual payment when due, whether at
stated maturity, by acceleration or otherwise, of all obligations
of the Company arising under the Notes and the Note Agreements,
including all extensions, modifications, substitutions, amendments
and renewals thereof, whether for principal, interest (including
without limitation interest on any overdue principal, premium and
interest at the rate specified in the Notes and interest accruing
or becoming owing both prior to and subsequent to the commencement
of any proceeding against or with respect to the Company under any
chapter of the Bankruptcy Code of 1978, 11 U.S.C. Section 101 et seq.),
Make-Whole Amount, Additional Amount, fees, expenses,
indemnification or otherwise (all such obligations are called the
"Guaranteed Obligations"); provided that the aggregate liability of
the Guarantor hereunder in respect of the Guaranteed Obligations
shall not exceed at any time the least of (a) 
$60,000,000, (b) the amount of the Guaranteed Obligations and (c)
the maximum amount for which the Guarantor is liable under this
Guaranty without such liability being deemed a fraudulent transfer
under applicable Debtor Relief Laws (as hereinafter defined), as
determined by a court of competent jurisdiction.  As used herein,
the term "Debtor Relief Laws" means any applicable liquidation,
conservatorship, bankruptcy, moratorium, rearrangement,
insolvency, reorganization or similar debtor relief laws affecting
the rights of creditors generally from time to time in effect.

          The Guarantor also agrees to pay, in addition to the
amount stated above, any and all reasonable expenses (including
reasonable counsel fees and expenses) incurred by any Obligee in
enforcing any rights under this Guaranty or in connection with any
amendment of this Guaranty.

          Without limiting the generality of the foregoing, this
Guaranty guarantees, to the extent provided herein, the payment of
all amounts which constitute part of the Guaranteed Obligations
and would be owed by any other Person to any Obligee but for the
fact that they are unenforceable or not allowable due to the
existence of a bankruptcy, reorganization or similar proceeding
involving such Person.

          SECTION 2.  Guaranty Absolute.  The Guarantor guarantees
that the Guaranteed Obligations will be paid strictly in
accordance with the terms of the Notes and the Note Agreements,
regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the
rights of any Obligee with respect thereto. The obligations of the
Guarantor under this Guaranty are independent of the Guaranteed
Obligations, and a separate action or actions may be brought and
prosecuted against the Guarantor to enforce this Guaranty,
irrespective of whether any action is brought against the Company
or any other Person liable for the Guaranteed Obligations or
whether the Company or any other such Person is joined in any such
action or actions.  The liability of the Guarantor under this
Guaranty shall be absolute, irrevocable, and unconditional
irrespective of:

          A.   any lack of validity or enforceability of any
     Guaranteed Obligation, any Note, any Note Agreement, any
     other Subsidiary Guaranty or any agreement or instrument
     relating thereto;

          B.   any change in the time, manner or place of payment
     of, or in any other term of, all or any of the Guaranteed
     Obligations, or any other amendment or waiver of or any
     consent to departure from any Note or Note Agreement or
     Subsidiary Guaranty;

          C.   any taking, exchange, release or non-perfection of
     any collateral, or any taking, release or amendment or waiver
     of or consent to departure by the Guarantor or other Person 
     liable, or any other guarantee, for all or any of the
     Guaranteed Obligations;

          D.   any manner of application of collateral, or
     proceeds thereof, to all or any of the Guaranteed
     Obligations, or any manner of sale or other disposition of
     any collateral or any other assets of the Company or any
     other Subsidiary;

          E.   any change, restructuring or termination of the
     corporate structure or existence of the Company or any other
     Subsidiary; or

          F.   any other circumstance (including, without
     limitation, any statute of limitations) that might otherwise
     constitute a defense, offset or counterclaim available to, or
     a discharge of, the Company or the Guarantor.

          This Guaranty shall continue to be effective or be
reinstated, as the case may be, if at any time any payment or any
of the Guaranteed Obligations is rescinded or must otherwise be
returned by any Obligee, or any other Person upon the insolvency,
bankruptcy or reorganization of the Company or otherwise, all as
though such payment had not been made.

          SECTION 3.  Waivers.  The Guarantor hereby irrevocably
waives, to the extent permitted by applicable law:

          A.   promptness, diligence, presentment, notice of
     acceptance and any other notice with respect to any of the
     Guaranteed Obligations and this Guaranty;

          B.   any requirement that any Obligee or any other
     Person protect, secure, perfect or insure any Lien or any
     property subject thereto or exhaust any right or take any
     action against the Company or any other Person or any
     collateral;

          C.   any defense, offset or counterclaim arising by
     reason of any claim or defense based upon any action by any
     Obligee;

          D.   any duty on the part of any Obligee to disclose to
     the Guarantor any matter, fact or thing relating to the
     business, operation or condition of any Person and its assets
     now known or hereafter known by such Person; and

          E.   any rights by which it might be entitled to require
     suit on an accrued right of action in respect of any of the
     Guaranteed Obligations or require suit against the Company or
     the Guarantor or any other Person.


          SECTION 4.  Waiver of Subrogation and Contribution. The
Guarantor shall not assert, enforce, or otherwise exercise (A) any
right of subrogation to any of the rights, remedies, powers,
privileges or liens of any Obligee or any other beneficiary
against the Company or any other obligor on the Guaranteed
Obligations or any collateral or other security, or (B) any right
of recourse, reimbursement, contribution, indemnification, or
similar right against the Company, and the Guarantor hereby waives
any and all of the foregoing rights, remedies, powers, privileges
and the benefit of, and any right to participate in, any
collateral or other security given to any Obligee or any other
beneficiary to secure payment of the Guaranteed Obligations.  The
provisions of this Section 4 shall survive the termination of this
Guaranty, and any satisfaction and discharge of the Company by
virtue of any payment, court order or law.

          SECTION 5.  Representations and Warranties.  The
Guarantor hereby represents and warrants as follows:

          A.   The Guarantor is a corporation duly organized,
     validly existing and in good standing under the laws of its
     jurisdiction of incorporation.  The execution, delivery and
     performance of this Guaranty have been duly authorized by all
     necessary action on the part of the Guarantor.

          B.   The execution, delivery and performance by the
     Guarantor of this Guaranty will not (i) contravene, result in
     any breach of, or constitute a default under, or result in
     the creation of any Lien in respect of any property of the
     Guarantor under any indenture, mortgage, deed of trust, bank
     loan or credit agreement, corporate charter or by-laws, or
     any other agreement or instrument to which the Guarantor is a
     party or by which the Guarantor or any of its properties may
     be bound or affected, (ii) conflict with or result in a
     breach of any of the terms, conditions or provisions of any
     Order of any court, arbitrator or Governmental Body
     applicable to the Guarantor or (iii) violate any provision of
     any statute or any rule or regulation of any Governmental
     Body applicable to the Guarantor.

          C.   The Guarantor and the Company are members of the
     same consolidated group of companies and are engaged in
     related businesses and the Guarantor will derive substantial
     direct and indirect benefit from the execution and delivery
     of this Guaranty.

          SECTION 6.  Amendments, Etc.  No amendment or waiver of
any provision of this Guaranty and no consent to any departure by
the Guarantor there from shall in any event be effective unless
the same shall be in writing and signed by the Required Holders,
and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given;
provided that no amendment, waiver or consent shall, unless in
writing and signed by all Obligees, (i) limit the liability of, or 
release the Guarantor hereunder, (ii) postpone any date fixed for,
or change the amount of, any payment hereunder or (iii) change the
percentage of Notes the holders of which are, or the number of
Obligees, required to take any action hereunder.

          SECTION 7.  Addresses for Notices.  All notices and
other communications provided for hereunder shall be in writing
and shall be sent by confirmed facsimile transmission (with an
undertaking to provide hard copy) or delivered by hand or sent by
a reputable overnight courier service prepaid (with confirmation
of receipt), if to the Guarantor addressed to it at the address of
the Guarantor provided below its name on the signature page of
this Guaranty or at such other address as the Guarantor may
hereafter designate by notice to each holder of Notes, or if to
any holder of Notes, addressed to it as set forth in the Note
Agreements.  Any notice or other communication herein provided to
be given to the holders of all outstanding Notes shall be deemed
to have been duly given if sent as aforesaid to each of the
registered holders of the Notes at the time outstanding at the
address for such purpose of such holder as it appears on the Note
Register.

          SECTION 8.  No Waiver; Remedies.  No failure on the part
of any Obligee to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof; nor shall any single
or partial exercise of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right.  The
remedies herein provided are cumulative and not exclusive of any
remedies provided by law.

          SECTION 9.  Right of Set-off.  Upon the occurrence and
during the continuance of any Event of Default each Obligee is
hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all
indebtedness at any time owing by such Obligee to or for the
credit or the account of the Guarantor against any and all of the
obligations of the Guarantor now or hereafter existing under this
Guaranty, irrespective of whether such Obligee shall have made any
demand under this Guaranty and although such obligations may be
contingent and unmatured.  By its acceptance of a Note, each
Obligee agrees promptly to notify the Guarantor after any such
set-off and application made by such Obligee; provided that the
failure to give such notice shall not affect the validity of such
set-off and application. The rights of each Obligee under this
Section are in addition to other rights and remedies that such
Obligee may have.

          SECTION 10.  Continuing Guaranty.  This Guaranty is a
continuing guarantee of payment and performance and shall (A)
remain in full force and effect until payment in full of the
Guaranteed Obligations and all other amounts payable under this
Guaranty, (B) be binding upon the Guarantor, its successors and
assigns and (C) inure to the benefit of and be enforceable by the
Obligees, and their successors, transferees and assigns.


          SECTION 11.  Jurisdiction and Process; Waiver of Jury
Trial.  The Guarantor agrees that any legal action or proceeding
arising out of or relating to this Guaranty or any other document
executed in connection herewith, or any legal action or proceeding
to execute or otherwise enforce any judgment obtained against the
Guarantor for breach hereof or thereof, or against any of its
properties, may be brought in the courts of the State of New York
or the United States District Court for the Southern District of
New York by any Obligee or on its behalf, as such Obligee may
elect, and the Guarantor hereby irrevocably and unconditionally
submits to the non-exclusive jurisdiction of such courts for
purposes of any such legal action or proceeding.  The Guarantor
consents to process being served in any suit, action or proceeding
by sending a copy thereof by any reputable commercial delivery
service or by mailing a copy thereof by registered or certified
mail, postage prepaid, return receipt requested, to the address of
the Guarantor specified in Section 7.  The Guarantor agrees that
such service upon receipt (A) shall be deemed in every respect
effective service of process upon it in any such suit, action or
proceeding and (B) shall, to the fullest extent permitted by law,
be taken and held to be valid personal service upon and personal
delivery to it.  In addition, the Guarantor hereby irrevocably
waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to this
Guaranty or any other document executed in connection herewith
brought in the courts of the State of New York or the United
States District Court for the Southern District of New York and
any claim that any such suit, action or proceeding brought in any
such court has been brought in an inconvenient forum.

          The Guarantor waives trial by jury in any action brought
on or with respect to this Guaranty or any other document executed
in connection herewith.

          SECTION 12.  Governing Law.  This Guaranty shall be
governed by and construed in accordance with the laws of the State
of New York.

     IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to
be duly executed and delivered as of the date first above written.

                                   [SUBSIDIARY]



                                   By____________________________
                                     Title:
                                     Address for Notices:




                                                                 Exhibit 10.6


                       CADMUS COMMUNICATIONS CORPORATION
                      1990 LONG TERM INCENTIVE STOCK PLAN

                                   ARTICLE I.
                      Establishment, Purpose and Duration

     1.1  Establishment of the Plan.  Cadmus Communications Corporation
(hereinafter referred to as the "Company"), a Virginia corporation, hereby
establishes an incentive compensation plan to be known as the "1990 Long Term
Incentive Stock Plan" (hereinafter referred to as the "Plan"), as set forth in
this document.  Unless otherwise defined herein, all capitalized terms shall
have the meanings set forth in Section 2.1 herein.  The Plan permits the grant
of Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation
Rights, Restricted Stock, Performance Awards in the form of Performance Units
and Performance Shares and Other Stock Unit Awards.

     The Plan was adopted by the Board of Directors on, and shall become
effective, as of August 1, 1990 (the "Effective Date"), subject to the approval
by vote of shareholders of the Company in accordance with applicable laws.
Awards may be granted prior to shareholder approval of the Plan, but each such
Award shall be subject to the approval of the Plan by the shareholders.

     1.2  Purpose of the Plan.  The purpose of the Plan is to promote the
success of the Company and its Subsidiaries by providing incentives to Key
Employees that will promote the identification of their personal interest with
the long-term financial success of the Company and with growth in shareholder
value.  The Plan is designed to provide flexibility to the Company in its
ability to motivate, attract, and retain the services of Key Employees upon
whose judgment, interest, and special effort the successful conduct of its
operation is largely dependent.

     1.3  Duration of the Plan.  The Plan shall commence on the Effective Date,
as described in Section 1.1 herein, and shall remain in effect, subject to the
right of the Board of Directors to terminate the Plan at any time pursuant to
Article 14 herein, until July 31, 2000, at which time it shall terminate except
with respect to Awards made prior to, and outstanding on, that date which shall
remain valid in accordance with their terms.

                                  ARTICLE II.
                                  Definitions

     2.1  Definitions.  Except as otherwise defined in the Plan, the following
terms shall have the meanings set forth below:

          (a)  "Affiliate" and "Associate" shall have the respective meanings
     ascribed to such terms in Rule 12b-2 under the Securities Exchange Act of
     1934, as amended (the "Exchange Act").

          (b)  "Agreement" means a written agreement implementing the grant of
     each Award signed by an authorized officer of the Company and by the
     Participant.

          (c)  "Award" means, individually or collectively, a grant under this
     Plan of Incentive Stock Options, Nonqualified Stock Options, Stock
     Appreciation Rights, Restricted Stock, Performance Units, Performance
     Shares or Other Stock Unit Awards.

          (d)  "Award Date" or "Grant Date" means the date on which an Award is
     made by the Committee under this Plan.

          (e)  "Beneficial Owner" shall have the meaning ascribed to such term
     in Rule 13d-3 under the Exchange Act.

          (f)  "Board" or "Board of Directors" means the Board of Directors of
     the Company.

          (g)  "Change in Control" shall be deemed to have occurred if the
     conditions set forth in any one of the following paragraphs shall have been
     satisfied:

               (i)  any Person (other than the Company, any Subsidiary, a
          trustee or other fiduciary holding securities under an employee
          benefit plan of the Company or its Subsidiaries), who or which,
          together with all affiliates and Associates of such Person is or
          becomes the Beneficial Owner, directly or indirectly, of securities of
          the Company representing 20% or more of the combined voting power of
          the Company's then outstanding securities; or

              (ii)  if, at any time after the Effective Date, the composition of
          the Board of Directors shall change such that a majority of the Board
          shall no longer consist of Continuing Directors; or

             (iii)  if at any time, (w) the Company shall consolidate with, or
          merge with, any other Person and the Company shall not be the
          continuing or surviving corporation, (x) any Person shall consolidate
          with, or merge with, the Company, and the Company shall be the
          continuing or surviving corporation and in connection therewith, all
          or part of the outstanding Stock shall be changed into or exchanged
          for stock or other securities of any other Person or cash or any other
          property, (y) the Company shall be a party to a statutory share
          exchange with any other Person after which the Company is Subsidiary
          of any other Person, or (z) the Company shall sell or otherwise
          transfer 50% or more of the assets or earning power of the Company and
          its Subsidiaries (taken as a whole) to any Person or Persons.

          (h)  "Code" means the Internal Revenue Code of 1986, as amended from
     time to time.

          (i)  "Committee" means the committee of the Board appointed to
     administer the Plan pursuant to Article 3 herein, all of the members of
     which shall be "disinterested persons" as defined in Rule 16b-3 under the
     Exchange Act or any similar or successor rule.  Unless otherwise determined
     by the Board, the members of the committee responsible for executive
     compensation who are not employees of the Company or its Subsidiaries shall
     constitute the Committee.

          (j)  "Company" means Cadmus Communications Corporation, or any
     successor thereto as provided in Article 16 herein.

          (k)  "Continuing Director" means an individual who was a member of the
     Board of Directors on the Effective Date or whose subsequent nomination for
     election or election to the Board of Directors was recommended or approved
     by the affirmative vote of two-thirds of the Continuing Directors then in
     office.

          (l)  "Fair Market Value" of a Share means the mean between the high
     and low sales price of the Stock on the relevant date if it is a trading
     date, or if not, on the most recent date on which the Stock was traded
     prior to such date, as reported by the NASDAQ National Market System, or
     if, in the opinion of the Committee, this method is inapplicable or
     inappropriate for any reason, the fair market value as determined pursuant
     to a reasonable method adopted by the Committee in good faith for such
     purpose.

          (m)  "Incentive Stock Option" or "ISO" means an option to purchase
     Stock, granted under Article 6 herein, which is designated as an incentive
     stock option and is intended to meet the requirements of Section 422A of
     the Code.

          (n)  "Key Employee" means an officer or other key employee of the
     Company or its Subsidiaries who, in the opinion of the Committee, can
     contribute significantly to the growth and profitability of, or perform
     services of major importance to, the Company and its Subsidiaries.  "Key
     Employees" does not include directors of the Company who are not also
     employees of the Company or its Subsidiaries.

          (o)  "Nonqualified Stock Option" or "NQSO" means an option to purchase
     Stock, granted under Article 6 herein, which is not intended to be an
     incentive Stock Option.


          (p)  "Option" means an Incentive Stock Option or a Nonqualified Stock
     Option.

          (q)  "Other Stock Unit Award" means awards of Stock or other awards
     that are valued in whole or in part by reference to, or are otherwise based
     on, Shares or other securities of the Company.

          (r)  "Participant" means a Key Employee who has been granted an Award
     under the Plan.

          (s)  "Performance Award" means a performance-based Award, which may be
     in the form of either Performance Shares or Performance Units.

          (t)  "Performance Share" means an Award, designated as a performance
     share, granted to a Participant pursuant to Article 9 herein.

          (u)  "Performance Unit" means an Award, designated as a performance
     unit, granted to a Participant pursuant to Article 9 herein.

          (v)  "Period of Restriction" means the period during which the
     transfer of Shares of Restricted Stock is restricted, pursuant to Article 8
     herein.

          (w)  "Person" shall have the meaning ascribed to such term in Section
     3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
     including a "group" as defined in Section 13(d).

          (x)  "Plan" means the Cadmus Communications Corporation 1990 Long Term
     Incentive Stock Plan, as herein described and as hereafter from time to
     time amended.

          (y)  "Related Option" means an Option with respect to which a Stock
     Appreciation Right has been granted.

          (z)  "Restricted Stock" means an Award of Stock granted to a
     Participant pursuant to Article 8 herein.

          (aa) "Subsidiary" shall mean a corporation at least 50% of the total
     combined voting power of all classes of stock of which is owned by the
     Company, either directly or through one or more of its Subsidiaries.

          (bb) "Stock" or "Shares" means the common stock of the Company.

          (cc) "Stock Appreciation Right" or "SAR" means an Award, designated as
     a stock appreciation right, granted to a Participant pursuant to Article 7
     herein.



                                  ARTICLE III.
                                 Administration

     3.1  The Committee.  The Plan shall be administered by the Committee which
shall have all powers necessary or desirable for such administration.  The
express grant in this Plan of any specific power to the Committee shall not be
construed as limiting any power or authority of the Committee.  In addition to
any other powers and, subject to the provisions of the Plan, the Committee shall
have the following specific powers:  (i) to determine the terms and conditions
upon which the Awards may be made and exercised; (ii) to determine all terms and
provisions of each Agreement, which need not be identical; (iii) to construe and
interpret the Agreements and the Plan; (iv) to establish, amend or waive rules
or regulations for the Plan's administration; (v) to accelerate the
exercisability of any Award, the end of a Performance Period or termination of
any Period of Restriction; and (vi) to make all other determinations and take
all other actions necessary or advisable for the administration of the Plan.

     3.2  Selection of Participants.  The Committee shall have the authority to
grant Awards under the Plan, from time to time, to such Key Employees as may be
selected by it.  Each Award shall be evidenced by an Agreement.

     3.3  Decisions Binding.  All determinations and decisions made by the Board
or the Committee pursuant to the provisions of the Plan shall be final,
conclusive and binding.

     3.4  Rule 16b-3 Requirements.  Notwithstanding any other provision of the
Plan, the Board or the Committee may impose such conditions on any Award, and
amend the Plan in any such respects, as may be required to satisfy the
requirements of Rule 16b-3, as amended (or any successor or similar rule), under
the Exchange Act.

     3.5  Indemnification of Committee.  In addition to such other rights of
indemnification as they may have as directors or as members of the Committee,
the members of the Committee shall be indemnified by the Company against
reasonable expenses, including attorneys' fees, actually and reasonably incurred
in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the
Plan or any Award granted or made hereunder, and against all amounts reasonably
paid by them in settlement thereof or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, if such members acted in good faith and
in a manner which they believed to be in, and not opposed to, the best interests
of the Company and its Subsidiaries.


                                  ARTICLE IV.
                           Stock Subject to the Plan

     4.1  Number of Shares.  Subject to adjustment as provided in Section 4.4
herein, the maximum aggregate number of Shares that may be issued pursuant to
Awards made under the Plan shall not exceed 360,000.  No more than half of the
aggregate number of such Shares shall be issued in connection with Restricted
Stock Awards, Performance Awards or Other Stock Unit Awards.  Except as provided
in Sections 4.2 and 4.3 herein, the issuance of Shares in connection with the
exercise of, or as other payment for Awards, under the Plan shall reduce the
number of Shares available for future Awards under the Plan.

     4.2  Lapsed Awards or Forfeited Shares.  If any Award granted under this
Plan terminates, expires, or lapses for any reason other than by virtue of
exercise of the Award, or if Shares issued pursuant to Awards are forfeited, any
Stock subject to such Award again shall be available for the grant of an Award
under the Plan, subject to Section 7.2.

     4.3  Delivery of Shares as Payment.  In the event a Participant pays the
Option Price for Shares pursuant to the exercise of an Option with previously
acquired Shares, the number of Shares available for future Awards under the Plan
shall be reduced only by the net number of new Shares issued upon the exercise
of the Option.

     4.4  Capital Adjustments.  The number and class of Shares subject to each
outstanding Award, the Option Price and the aggregate number and class of Shares
for which Awards thereafter may be made shall be subject to such adjustment, if
any, as the Committee in its sole discretion deems appropriate to reflect such
events as stock dividends, stock splits, recapitalizations, mergers,
consolidations or reorganizations of or by the Company.

                                   ARTICLE V.
                                  Eligibility

     Persons eligible to participate in the Plan include all employees of the
Company and its Subsidiaries who, in the opinion of the Committee, are Key
Employees.  Key Employees may not include directors of the Company who are not
employees of the Company or its Subsidiaries.

                                  ARTICLE VI.
                                 Stock Options

     6.1  Grant of Options.  Subject to the terms and provisions of the Plan,
Options may be granted to Key Employees at any time and from time to time as
shall be determined by the Committee. The Committee shall have complete
discretion in determining the number of Shares subject to Options granted to
each Participant, provided, however, that the aggregate Fair Market Value
(determined at the time the Award is made) of Shares with respect to which any
Participant may first exercise ISOs granted under the Plan during any calendar
year may not exceed $100,000 or such amount as shall be specified in Section
422A of the Code and rules and regulation there under.

     6.2  Option Agreement.  Each Option grant shall be evidenced by an
Agreement that shall specify the type of Option granted, the Option Price (as
hereinafter defined), the duration of the Option, the number of Shares to which
the Option pertains, any conditions imposed upon the exercisability of Options
in the event of retirement, death, disability or other termination of
employment, and such other provisions as the Committee shall determine.  The
Agreement shall specify whether the Option is intended to be an Incentive Stock
Option within the meaning of Section 422A of the Code, or a Nonqualified Stock
Option not intended to be within the provisions of Section 422A of the Code.

     6.3  Option Price.  The exercise price per share of Stock covered by an
Option ("Option Price") shall be determined by the Committee subject to the
following limitations.  In the case of an ISO, the Option Price shall not be
less than 100% of the Fair Market Value of such Stock on the Grant Date.  An ISO
granted to an Employee who, at the time of grant, owns (within the meaning of
Section 425(d) of the Code) Stock possessing more than 10% of the total combined
voting power of all classes of Stock of the Company, shall have an Option Price
which is at least equal to 110% of the Fair Market Value of the Stock.  In the
case of a NQSO, the Option Price shall not be less than 50% of the Fair Market
Value of the Stock on the Grant Date.

     6.4  Duration of Options.  Each Option shall expire at such time as the
Committee shall determine at the time of grant provided, however, that no ISO
shall be exercisable later than the tenth (10th) anniversary date of its Award
Date.

     6.5  Exercisability.  Options granted under the Plan shall be exercisable
at such times and be subject to such restrictions and conditions as the
Committee shall determine, which need not be the same for all Participants.  No
Option, however, shall be exercisable until the expiration of at least six
months after the Award Date, except that such limitation shall not apply in the
case of death or disability of the Participant.

     6.6  Method of Exercise.  Options shall be exercised by the delivery of a
written notice to the Company in the form prescribed by the Committee setting
forth the number of Shares with respect to which the Option is to be exercised,
accompanied by full payment for the Shares.  The Option Price shall be payable
to the Company in full either in cash, by delivery of Shares of Stock valued at
Fair Market Value at the time of exercise, delivery of a promissory note or by a
combination of the foregoing.  As soon as practicable, after receipt of written
notice and payment, the Company shall deliver to the Participant, stock
certificates in an appropriate amount based upon the number of Options
exercised, issued in the Participant's name.  No Participant who is awarded
Options shall have rights as a shareholder until the date of exercise of the
Options.

     6.7  Options Awarded Upon Stock Delivery Exercise.  The Committee, in its
discretion, may provide in the Agreement that, in the event a Participant pays
the Option Price for an Option by delivery of previously acquired Shares, the
Participant will be granted a new Option ("Replacement Option") for that number
of Shares delivered in payment of the Option Price of the original Option
("Original Option").  The Committee shall determine the terms and conditions of
the Replacement Option; provided, however, that the Option Price of Replacement
Option shall be the Fair Market Value of Shares on its Award Date and the term
of the Replacement Option shall expire upon the expiration date of the Original
Option.

     6.8  Restrictions on Stock Transferability.  The Committee shall impose
such restrictions on any Shares acquired pursuant to the exercise of an Option
under the Plan as it may deem advisable, including, without by limitation,
restrictions under applicable Federal securities law, under the requirements of
the National Association of Securities Dealers, Inc. or any stock exchange upon
which such Shares are then listed and under any blue sky or state securities
laws applicable to such Shares.

     6.9  Nontransferability of Options.  No Option granted under the Plan may
be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
otherwise than by will or by the laws of descent and distribution.  Further, all
Options granted to a Participant under the Plan shall be exercisable during his
lifetime only by such Participant or his guardian or legal representative.

                                  ARTICLE VII.
                           Stock Appreciation Rights

     7.1  Grant of Stock Appreciation Rights.  Subject to the terms and
conditions of the Plan.  Stock Appreciation Rights may be granted to
Participants, at the discretion of the Committee, in any of the following forms:

          (a)  In connection with the grant, and exercisable in lieu of Options
     ("Tandem SARs");

          (b)  In connection with and exercisable in addition to the grant of
     Options ("Additive SARs");

          (c)  Independent of grant of the Options ("Freestanding SARs"); or

          (d)  In any combination of the foregoing.


     7.2  Exercise of Tandem SARs.  Tandem SARs may be exercised with respect to
all or part of the Shares subject to the Related Option.  The exercise of Tandem
SARs shall cause a reduction in the number of Shares subject to the Related
Option equal to the number of Shares with respect to which the Tandem SAR is
exercised.  Conversely, the exercise, in whole or part, of a Related Option,
shall cause a reduction in the number of Shares subject to the Tandem Option
equal to the number of Shares with respect to which the Related Option is
exercised.  Shares with respect to which the Tandem SAR shall have been
exercised may not be subject again to an Award under the Plan.

     Notwithstanding any other provision of the Plan to the contrary, a Tandem
SAR shall expire no later than the expiration of the Related Option, shall be
transferable only when and under the same conditions as the Related Option and
shall be exercisable only when the Related Option is eligible to be exercised.
In addition, if the Related Option is an ISO, a Tandem SAR shall be exercised
for no more than 100% of the difference between the Option Price of the Related
Option and the Fair Market Value of Shares subject to he Related Option at the
time the Tandem SAR is exercised.

     7.3  Exercise of Additive SARs.  Additive SARs shall be deemed to be
exercised upon, and in addition to, the exercise of the Related Options.  The
deemed exercise of Additive SARs shall not reduce the number of Shares with
respect to which the Related Options remains unexercised.

     7.4  Exercise of Freestanding SARs.  Freestanding SARs may be exercised
upon whatever terms and conditions the Committee, in its sole discretion,
imposes upon such SARs.

     7.5  Other Conditions Applicable to SARs.  No SAR granted under the Plan
shall be exercisable until the expiration of at least six months after the Grant
Date, except that such limitation shall not apply in the case of the death or
disability of the Participant.  In no event shall the term of any SAR granted
under the Plan exceed ten years from the Grant Date.  A SAR may be exercised
only when the Fair Market Value of a Share exceeds either (a) the Fair Market
Value per Share on the Grant Date in the case of a Freestanding SAR or (b) the
Option Price of the Related Option in the case of either a Tandem or Additive
SAR.  A SAR shall be exercised by delivery to the Committee of a notice of
exercise in the form prescribed by the Committee.

     7.6  Payment Upon Exercise of SARs.  Subject to the provisions of the
Agreement, upon the exercise of a SAR, the Participant is entitled to receive,
without any payment to the Company (other than required tax withholding
amounts), an amount equal to the product of multiplying (i) the number of Shares
with respect to which the SAR is exercised by (ii) an amount equal to the excess
of (A) the Fair Market Value per Share on the date of exercise of the SAR over
(B) either (x) the Fair Market Value per Share on the Award Date in the case of
a Freestanding SAR or (y) the Option Price of the Related Option in the case of
either a Tandem or additive SAR.

     Payment to the Participant shall be made in Shares, valued at the Fair
Market Value of the date of exercise, in cash if the Participant has so elected
in his written notice of exercise and Committee has consented thereto, or a
combination thereof.  To the extent required to satisfy the conditions of Rule
16b-3(e) under the Exchange Act, or any successor or similar rule, or as
otherwise provided in the Agreement, the Committee shall have the sole
discretion to consent to or disapprove the election of any Participant to
receive cash in full or partial settlement of a SAR.  In cases where an election
of settlement in cash must be consented to by the Committee, the Committee may
consent to, or disapprove, such election at any time after such election, or
within such period for taking action as is specified in the election, and
failure to give consent shall be disapproval. Consent may be given in whole or
as to a portion of the SAR surrendered by the Participant.  If the election to
receive cash is disapproved in whole or in part, the SAR shall be deemed to have
been exercised for Shares, or, if so specified in the notice of exercise and
election, not to have been exercised to the extent the election to receive cash
is disapproved.

     7.5  Nontransferability of SARs.  No SAR granted under the Plan may be
sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
otherwise than by will or by the laws of descent and distribution.  Further, all
SARs granted to a Participant under the Plan shall be exercisable during his
lifetime only by such Participant or his guardian or legal representative.

                                 ARTICLE VIII.
                                Restricted Stock

     8.1  Grant of Restricted Stock.  Subject to the terms and provisions of the
Plan, the Committee, at any time and from time to time, may grant shares of
Restricted Stock under the Plan to such Participants and in such amounts as it
shall determine. Participants receiving Restricted Stock Awards are not required
to the pay the Company therefor (except for applicable tax withholding) other
than the rendering of services.

     8.2  Restricted Stock Agreement.  Each Restricted Stock grant shall be
evidenced by an Agreement that shall specify the Period of Restriction, the
number of Restricted Stock Shares granted, and such other provisions as the
Committee shall determine.

     8.3  Transferability.  Except as provided in this Article 8 and subject to
the limitation in the next sentence, the Shares of Restricted Stock granted
hereunder may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated until the termination of the applicable Period of
Restriction or upon earlier satisfaction of other conditions as specified by the
Committee in its sole discretion and set forth in the Agreement. No shares of
Restricted Stock shall be sold until the expiration of at least six months after
the Award Date, except that such limitation shall not apply in the case of death
or disability of the Participant.  All rights with respect to the Restricted
Stock granted to a Participant under the Plan shall be exercisable during his
lifetime only by such Participant or his guardian or legal representative.

     8.4  Other Restrictions.  The Committee shall impose such other
restrictions on any Shares of Restricted Stock granted pursuant to the Plan as
it may deem advisable including, without limitation, restrictions under
applicable Federal or state securities laws, and may legend the certificates
representing Restricted Stock to give appropriate notice of such restrictions.

     8.5  Certificate Legend.  In addition to any legends placed on certificates
pursuant to Section 8.4 herein, each certificate representing shares of
Restricted Stock granted pursuant to the Plan shall bear the following legend:

     The sale or other transfer of the Shares of Stock represented by this
     certificate, whether voluntary, involuntary, or by operation of law, is
     subject to certain restrictions on transfer set forth in the 1990 Long Term
     Incentive Stock Plan of Cadmus Communications Corporation, in the rules and
     administrative procedures adopted pursuant to such Plan, and in an
     Agreement dated ___________________.  A copy of the Plan, such rules and
     procedures, and such Restricted Stock Agreement may be obtained from the
     Secretary of Cadmus Communications Corporation.

     8.6  Removal of Restrictions.  Except as otherwise provided in this
Article, Shares of Restricted Stock covered by each Restricted Stock Award made
under the Plan shall become freely transferable by the Participant after the
last day of the Period of Restriction.  Once the Shares are released from the
restrictions, the Participant shall be entitled to have the legend required by
Section 8.5 herein removed from his Stock certificate.

     8.7  Voting Rights.  During the Period of Restriction, Participants holding
Shares of Restricted Stock granted hereunder may exercise full voting rights
with respect to those Shares.

     8.8  Dividends and Other Distributions.  During the Period of Restriction,
Participants holding shares of Restricted Stock granted hereunder shall be
entitled to receive all dividends and other distributions paid with respect to
those shares while they are so held.  If any such dividends or distributions are
paid in Shares, the Shares shall be subject to the same restrictions on
transferability as the Shares of Restricted Stock with respect to which they
were distributed.


     8.9  Termination of Employment Due to Retirement.  Unless otherwise
provided in the Agreement, in the event that a Participant terminates his
employment with the Company or one of its Subsidiaries because of normal
retirement (as defined in the rules of the Company in effect at the time), any
remaining Period of Restriction applicable to the Restricted Stock Shares
pursuant to Section 8.3 herein shall automatically terminate and, except as
otherwise provided in Section 8.4 herein the Shares of Restricted Stock shall
thereby be free of restrictions and freely transferable.  Unless otherwise
provided in the Agreement, in the event that a Participant terminates his
employment with the Company because of early retirement (as defined in the rules
of the Company in effect at the time), the Committee, in its sole discretion,
may waive the restrictions remaining on any or all Shares of Restricted Stock
pursuant to Section 8.3 herein and add such new restrictions to those Shares of
Restricted Stock as it deems appropriate.

     8.10 Termination of Employment Due to Death or Disability. In the event a
Participant's employment is terminated because of death or disability during the
Period of Restriction, any remaining Period of Restriction applicable to the
Restricted Stock pursuant to Section 8.3 herein shall automatically terminate
and, except as otherwise provided in Section 8.4 herein the shares of Restricted
Stock shall thereby be free of restrictions and fully transferable.

     8.11 Termination of Employment for Other Reasons.  Unless otherwise
provided in the Agreement, in the event that a Participant terminates his
employment with the Company for any reason other than for death, disability, or
retirement, as set forth in Sections 8.9 and 8.10 herein, during the Period of
Restriction, then any shares of Restricted Stock still subject to restrictions
as of the date of such termination shall automatically be forfeited and returned
to the Company.

                                  ARTICLE IX.
                               Performance Awards

     9.1  Grant of Performance Awards.  Subject to the terms and provisions of
the Plan, Performance Awards in the form of either Performance Units or
Performance Shares may be granted to Participants at any time and from time to
time as shall be determined by the Committee.  The Committee shall have complete
discretion in determining the number of Performance Units or Performance Shares
granted to each Participant.  Participants receiving Performance Awards are not
required to pay the Company therefor (except for applicable tax withholding)
other than the rendering of services.

     9.2  Value of Performance Awards.  The Committee shall set performance
goals in its discretion for each Participant who is granted a Performance Award.
The extent to which such performance goals are met will determine the value of
the Performance Unit or Performance Share to the Participant Such performance
goals may be Particular to a Participant, may relate to the performance of the
Subsidiary which employs him, or may be based on the performance of the Company
generally.  The performance goals may be based on earnings or earnings growth,
return on assets, equity, capital employed or investment, regulatory compliance,
satisfactory internal or external audits, improvement of financial ratings,
achievement of balance sheet or income statement objectives, or any other
objective goals established by the Committee.  The performance goals may be
absolute in their terms or measured against or in relationship to other
companies comparably, similarly or otherwise situated.  The Committee shall
determine the time period during which the performance goals must be met
("Performance Period"), provided, however, that the Performance Period may not
be less than six months from the Award Date.  The terms and conditions of each
Performance Award will be set forth in an Agreement.

     9.3  Settlement of Performance Awards.  After a Performance Period has
ended, the holder of a Performance Unit or Performance Share shall be entitled
to receive the value thereof based on the degree to which the performance goals
established by the Committee and set forth in the Agreement have been satisfied.

     9.4  Form of Payment.  Payment of the amount to which a Participant shall
be entitled upon the settlement of Performance Award shall be made in cash,
Stock, or a combination thereof as determined by the Committee.  Payment may be
made in a lump sum or installments as prescribed by the Committee.

     9.5  Nontransferability.  No Performance Units or Performance Shares
granted under the Plan may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, otherwise than by will or by the laws of descent and
distribution.  All rights with respect to Performance Units and Performance
Shares granted to a Participant under the Plan shall not be exercisable until
the expiration of six months after the Award Date and thereafter during his
lifetime only by such Participant or his guardian or personal representative.

                                   ARTICLE X.
                            Other Stock Unit Awards

     10.1 Grant.  The Committee is authorized to grant to Participants, either
alone or in addition to other Awards made under the Plan.  Other Stock Unit
Awards to be issued at such times, subject to or based upon achievement of such
performance or other goals and on such other terms and conditions as the
Committee shall deem appropriate and specify in the Agreement relating thereto,
which need not be the same with respect to each Participant.  Stock or other
securities granted pursuant to Other Stock Unit Awards may be issued for no cash
consideration or for such minimum consideration as may be required by applicable
law. Stock or other securities purchased pursuant to Other Stock Unit Awards may
be purchased for such purchase Price as the Committee shall determine, which
Price shall be not less than 50% of the Fair Market Value of the Stock or other
securities on the Award Date.

     10.2 Sale and Transferability.  Stock or other securities issued pursuant
to Other Stock Unit Awards may not be sold by a Participant until the expiration
of at least six months from the Award Date, except that such limitation shall
not apply in the case of death or disability of a Participant.  To the extent
Other Stock Unit Awards are deemed to be derivative securities within the
meaning of Rule 16b-3 under the Exchange Act, a Participant's rights with
respect to such Awards shall not vest or be exercisable until the expiration of
at least six months from the Award Date.  To the extent an Other Stock Unit
Award granted under the Plan is deemed to be a derivative security within the
meaning of Rule 16b-3 of the Exchange Act, it may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, otherwise than by
will or by the laws of descent and distribution.  All rights with respect to
such Other Stock Unit Awards granted to a Participant under the Plan shall be
exercisable during his lifetime only by such Participant or his guardian or
personal representative.

                                  ARTICLE XI.
                             Loans to Participants

     The Committee is authorized to make loans to Participants, upon such terms
and conditions as deemed appropriate by the Committee, for the purpose of
enabling Participants to pay the Option Price for Shares or other purchase price
of Awards made under the Plan.  Such loans may include amounts necessary to pay
Participant's tax liability in connection with an Award.

                                  ARTICLE XII.
                               Change in Control

     In the event of a Change in Control of the Company, the Committee, as
constituted before such Change in Control, in its sole discretion may, as to any
outstanding Award, either at the time the Award is made or any time thereafter,
take any one or more of the following actions: (i) provide for the acceleration
of any time periods relating to the exercise or realization of any such Award so
that such Award may be exercised or realized in full on or before a date
initially fixed by the Committee; (ii) provide for the purchase or settlement of
any such Award by the Company, upon a Participant's request, for an amount of
cash equal to the amount which could have been obtained upon the exercise of
such Award or realization of such Participant's rights had such Award been
currently exercisable or payable; (iii) make such adjustment to any such Award
then outstanding as the Committee deems appropriate to reflect such Change in
Control; or (iv) cause any such Award then outstanding to be assumed, or new
rights substituted therefor, by the acquiring or surviving corporation in such
Change in Control.

                                 ARTICLE XIII.
                 Modification, Extension and Renewal of Awards

     Subject to the terms and conditions and within the limitations of the Plan,
the Committee may modify, extend or renew outstanding Awards, or, if authorized
by the Board, accept the surrender of outstanding Awards (to the extent not yet
exercised) granted under the Plan and authorize the granting of new Awards
pursuant to the Plan in substitution therefor, and the substituted Awards may
specify a lower exercise price than the surrendered Awards, a longer term than
the surrendered Awards or may contain any other provisions that are authorized
by the Plan.  The Committee may also modify, the terms of an outstanding
Agreement. Notwithstanding the foregoing, however, no modification of an Award,
shall, without the consent of the Participant, adversely affect the rights or
obligations of the Participant.

                                  ARTICLE XIV.
              Amendment, Modification and Termination of the Plan

     14.1 Amendment, Modification and Termination.  At any time and from time to
time, the Board may terminate, amend, or modify the Plan.  Such amendment or
modification may be without shareholder approval except to the extent that such
approval is required by the Code, pursuant to the rules under Section 16 of the
Exchange Act, by any national securities exchange or system on which the Stock
is then listed or reported, by any regulatory body having jurisdiction with
respect thereto or under any other applicable laws, rules or regulations.

     14.2 Awards Previously Granted.  No termination, amendment or modification
of the Plan other than pursuant to Section 4.4 herein shall in any manner
adversely affect any Award theretofore granted under the Plan, without the
written consent of the Participant.

                                  ARTICLE XV.
                                  Withholding

     15.1 Tax Withholding.  The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy Federal, State and local taxes (including the
Participant's FICA obligation) required by law to be withheld with respect to
any grant, exercise, or payment made under or as a result of this Plan.

     15.2 Stock Withholding.  With respect to withholding required upon the
exercise of Nonqualified Stock Options, or upon the lapse of restrictions on
Restricted Stock, or upon the occurrence of any other similar taxable event,
participants may elect, subject to the approval of the Committee, to satisfy the
withholding requirement, in whole or in part, by having the Company withhold
Shares of Stock having a Fair Market Value equal to the amount required to be
withheld.  The value of the Shares to be withheld shall be based on Fair Market
Value of the Shares on the date that the amount of tax to be withheld is to be
determined.  All elections shall be irrevocable and be made in writing, signed
by the Participant on forms approved by the Committee in advance of the day that
the transaction becomes taxable.

                                  ARTICLE XVI.
                                   Successors

     All obligations of the Company under the Plan, with respect to Awards
granted hereunder, shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation or otherwise, of all or substantially all of the business
and or assets of the Company.

                                 ARTICLE XVII.
                                    General

     17.1 Requirements of Law.  The granting of Awards and the issuance of
Shares of Stock under this Plan shall be subject to all applicable laws, rules,
and regulations, and to such approvals by any governmental agencies or SROs as
may be required.

     17.2 Effect of Plan.  The establishment of the Plan shall not confer upon
any Key Employee any legal or equitable right against the Company, a Subsidiary
or the Committee, except as expressly provided in the Plan.  The Plan does not
constitute an inducement or consideration for the employment of any Key
Employee, nor is it a contract between the Company or any of its Subsidiaries
and any Key Employee.  Participation in the Plan shall not give any Key Employee
any right to be retained in the service of the Company or any of its
Subsidiaries.

     17.3 Creditors.  The interests of any Participant under the Plan or any
Agreement are not subject to the claims of creditors and may not, in any way, be
assigned, alienated or encumbered.

     17.4 Governing Law.  The Plan, and all Agreements hereunder, shall be
governed, construed and administered in accordance with and governed by the laws
of the Commonwealth of Virginia and the intention of the Company is that ISOs
granted under the Plan qualify as such under Section 422A of the Code.

     17.5 Severability.  In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

                                                                        9/8/94
<PAGE>

                Amendments Adopted By Unanimous Written Consent
                           Effective August 10, 1994


                         Authorization of Amendments to
                    The 1990 Long Term Incentive Stock Plan


     RESOLVED, that the following proposal for amendments to the Corporation's
1990 Long Term Incentive Stock Plan (the "Plan")  in the form set forth below
are hereby approved and recommended for approval and adoption by the
shareholders of the Corporation at the 1994 Annual Meeting of Shareholders,  it
being intended that the amendments be acted upon by the shareholders as a single
proposal such that all amendments will be adopted and become effective
simultaneously or none will be adopted:

          1.   The first two sentences of Section 4.1 of the Plan shall be
     amended to read as follows, with the remainder of that Section to be
     unchanged:

               "Subject to adjustment as provided in Section 4.4 herein, the
     maximum aggregate number of Shares that may be issued pursuant to Awards
     made under the Plan shall not exceed 740,000. No more than one third of the
     aggregate number of such Shares shall be issued in connection with
     Restricted Stock Awards, Performance Awards or Other Stock Unit Awards."

          2.   The last sentence of Section 6.1 shall be amended to read as
     follows, with the remainder of that Section to be unchanged:

               "The Committee shall have complete discretion in determining the
     number of Shares subject to Options granted to each Participant, provided,
     however, that (a) no Participant may be granted Options in any calendar
     year for more than 75,000 shares of Common Stock and (b) the aggregate Fair
     Market Value (determined at the time the Award is made) of Shares with
     respect to which any Participant may first exercise ISOs granted under the
     Plan during any calendar year may not exceed $100,000 or such amount as
     shall be specified in Section 422A of the Code and rules and regulations
     thereunder."

               3.   The last sentence of Section 6.3 of the Plan shall be
     amended to read as follows, with the remainder of that Section to be
     unchanged:


               "In the case of a NQSO, the Option Price shall not be less than
     85% of the Fair Market Value of the Stock on the Grant Date."

               4.   Section 6.7 entitled "Options Awarded Upon Stock Delivery
     Exercise" providing for the grant of so-called "reload options" shall be
     deleted in its entirety, and current Sections 6.8 entitled "Restrictions on
     Stock Transferability" and 6.9 entitled "Nontransferability of Options"
     shall be renumbered 6.7 and 6.8, respectively.

               5.   The first sentence of Article XIII of the Plan shall be
     amended to read as follows, with the remainder of that Article to be
     unchanged:

               "Subject to the terms and conditions and within the limitations
     of the Plan, the Committee may modify, extend or renew outstanding Awards,
     or if authorized by the Board, accept the surrender of outstanding Awards
     (to the extent not yet exercised) granted under the Plan and authorize the
     granting of new Awards pursuant to the Plan in substitution therefor, and
     the substituted Awards may specify a longer term than the surrendered
     Awards or may contain any other provisions that are authorized by the Plan,
     provided, however, that the substituted Awards may not specify a lower
     exercise price than the surrendered Awards."







                                                           Exhibit 10.12


                              September 21, 1993

Mr. Michael Dinkins
Chief Financial Officer
Cadmus Communications Corporation
6620 West Broad Street, Suite 500
Richmond, Virginia  23230


Dear Mr. Dinkins:


            Cadmus Communications Corporation (the "Corporation") considers it
essential to the best interests of its shareholders to foster the continuous
employment of its key management personnel.  In this connection, the Board of
Directors of the Corporation (the "Board") recognizes that the possibility of a
change in control of the Corporation may exist and that such possibility, and
the uncertainty and questions which it may raise among management, may result
in the departure or distraction of management personnel to the detriment of the
Corporation and its shareholders.

            The Board has determined that appropriate steps should be taken to
reinforce and encourage the continued attention and dedication of members of
the Corporation's management, including yourself, to their assigned duties
without distraction in the face of potentially disturbing circumstances
arising from the possibility of a change in control of the Corporation.

            In order to induce you to remain in the employ of the Corporation,
the Corporation agrees that you shall receive the severance benefits set forth
in this letter agreement (the "Agreement") in the event your employment with
the Corporation is terminated under the circumstances described below
subsequent to a Change in Control (as defined in Section 2) of the Corporation.

           1.   Certain Definitions.

          (a)   The "Effective Date" shall mean the first date during the
Change in Control Period (as defined in Section 1(b)) on which a Change in
Control occurs.  Anything in this Agreement to the contrary notwithstanding, if
a Change in Control occurs and if your employment with the Corporation is
terminated prior to the date on which the Change in Control occurs, and if it
is reasonably demonstrated by you that such termination of employment (i) was
at the request of a third party who has taken steps reasonably calculated to
effect the Change in Control, or (ii) otherwise arose in connection with or
anticipation of the Change in Control, then for all purposes of this Agreement
the "Effective Date" shall mean the date immediately prior to the date of
such termination of employment.

          (b)   The "Change in Control Period" shall mean the period commencing
on the date hereof and ending on the second anniversary of such date;
provided, however, that commencing on the date one year after the date hereof,
and on each anniversary of such date (such date and each annual anniversary
thereof shall be hereinafter referred to as the "Renewal Date"), the Change in
Control Period shall be automatically extended so as to terminate two years
from such Renewal Date, unless at least 60 days prior to the Renewal Date the
Corporation shall give notice to you that the Change in Control Period shall
not be so extended.


           2.   Change in Control.  No benefits shall be payable hereunder
unless there shall have been a Change in Control of the Corporation, as set
forth below.  For purposes of this Agreement, a Change in Control shall mean:

          (a)   The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or
more of either (i) the then outstanding shares of common stock of the
Corporation (the "Outstanding Cadmus Common Stock") or (ii) the combined voting
power of the then outstanding voting securities of the Corporation entitled to
vote generally in the election of directors (the "Outstanding Cadmus Voting
Securities").  Notwithstanding the foregoing, the following acquisitions shall
not constitute a Change in Control:  (i) any acquisition directly from the
Corporation, (ii) any acquisition by the Corporation, (iii) any acquisition
by, or benefit distribution from, any employee benefit plan (or related trust)
sponsored or maintained by the Corporation or any corporation controlled by
the Corporation, (iv) any acquisition pursuant to any compensatory stock option
or stock purchase plan for employees, or (v) any acquisition pursuant to a
reorganization, merger or consolidation, if, following such reorganization,
merger or consolidation, the conditions described in clauses (i), (ii), and
(iii) of Subsection (c) of this Section 2 are satisfied; or

          (b)   Individuals who, as of the date hereof, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at least a majority
of the Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election or nomination for election was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of
the Incumbent Board (with his predecessor thereafter ceasing to be a member); or

          (c)   Approval by the shareholders of the Corporation of the
reorganization, merger, or consolidation of the Corporation unless, following
such reorganization, merger, or consolidation, (i) more than 60% of the then
outstanding shares of common stock and the then outstanding voting securities
of the resulting corporation is then beneficially owned by all or substantially
all of the beneficial owners, respectively, of the Outstanding Cadmus Common
Stock and Outstanding Cadmus Voting Securities immediately prior to such
reorganization, merger, or consolidation, (ii) no Person (excluding (A) the
Corporation, (B) any employee benefit plan (or related trust) of the
Corporation or such corporation resulting from such reorganization, merger, or
consolidation, and (C) any Person beneficially owning, immediately prior to
such reorganization, merger, or consolidation, 20% or more of the Outstanding
Cadmus Common Stock or Outstanding Cadmus Voting Securities, as the case may
be) beneficially owns 20% or more of the then outstanding shares of common
stock or the combined voting power of the then outstanding voting securities
of the resulting corporation, and (iii) at least a majority of the members of
the board of directors of the resulting corporation were members of the
Incumbent Board at the time of the execution of the initial agreement providing
for such reorganization, merger, or consolidation; or

          (d)   Approval by the shareholders of the Corporation of (i) a
complete liquidation or dissolution of the Corporation, or (ii) the sale or
other disposition of all or substantially all of the assets of the Corporation
other than to a corporation with respect to which, following such sale or other
disposition, (A) more than 60% of the outstanding shares of common stock and
the then outstanding voting securities of such corporation is beneficially
owned by all or substantially all of the beneficial owners, respectively, of
the Outstanding Cadmus Common Stock and Outstanding Cadmus Voting Securities
immediately prior to such sale or disposition; (B) no 
Person (excluding (I) the Corporation, (II) any employee benefit plan (or
related trust) of the Corporation or such corporation, and (III) any Person
beneficially owning, immediately prior to such sale or other disposition, 20%
or more of the Outstanding Cadmus Common Stock or Outstanding Cadmus Voting
Securities, as the case may be) beneficially owns 20% or more of the then
outstanding shares of common stock or the combined voting power of the then
outstanding voting securities of such corporation, and (C) at least a majority
of the members of the board of directors of such corporation were members of
the Incumbent Board at the time of the execution of the initial agreement
providing for such sale or other disposition of the assets of the corporation.


            3.  Employment Period.  The Corporation hereby agrees to continue,
or cause to be continued, your employment with the Corporation for the period
commencing on the Effective Date and ending on the second anniversary of such
date (the "Employment Period").

            4.  Termination.

          (a)   Your employment with the Corporation shall terminate
automatically upon your death during the Employment Period.

          (b)   If, as a result of your incapacity due to physical or mental
illness (as determined by the Corporation), you shall have been absent from
the full-time performance of your duties with the Corporation for six (6)
consecutive months (your "Disability"), the Corporation may give you written
notice of its intention to terminate your employment.  In such event, your
employment with the Corporation shall terminate effective on the 30th day
after your receipt of such notice (the "Disability Effective Date"), provided
that within 30 days after your receipt of such notice you have not returned to
full-time performance of your duties.

          (c)   The Corporation may terminate your employment during the
Employment Period for Cause.  For purposes hereof, "Cause" shall mean (i) the
willful and continued failure by you to substantially perform your duties with
the Corporation (other than any such failure resulting from your incapacity due
to physical or mental illness or any such actual or anticipated failure after
the issuance of a Notice of Termination (as defined in Section 4(e)) by you for
Good Reason (as defined in Section 4(d)), after a written demand for
substantial performance is delivered to you by the Board, which demand
specifically identifies the manner in which the Board believes that you have
not substantially performed your duties, (ii) the willful engagement by you in
conduct which is demonstrably and materially injurious to the Corporation,
monetarily or otherwise, or (iii) your conviction of a felony involving moral
turpitude.  For purposes of this subsection, no act, or failure to act, on your
part shall be deemed "willful" unless done, or omitted to be done, by you not
in good faith and without reasonable belief that your action or omission was
in the best interest of the Corporation.  

          (d)   You may terminate your employment with the Corporation during
the Employment Period for Good Reason.  For purposes of this Agreement, "Good
Reason" shall mean:

          (i)   the assignment to you of any duties inconsistent
      with the position (including status, offices, titles, and
      reporting requirements) or authority in the Corporation that
      you held immediately prior to the Change in Control, or a
      significant adverse alteration in the nature or status of
      your responsibilities or the conditions of your employment
      from those in effect immediately prior to such Change in
      Control;


         (ii)   a reduction by the Corporation in your annual base
      salary as in effect on the date hereof or as the same may be
      increased from time to time;

        (iii)   the relocation of the Corporation's principal
      executive offices to a location outside the Richmond
      Metropolitan Area or the Corporation's requiring you to be
      based anywhere other than the Corporation's principal
      executive offices except for required travel on the
      Corporation's business to an extent substantially consistent
      with your present business travel obligations;

         (iv)   except in the event of reasonable administrative
      delay, the failure by the Corporation to pay to you any
      portion of your current compensation or to pay to you any
      portion of an installment of deferred compensation under any
      deferred compensation program of the Corporation within
      seven (7) days of the date such compensation is due;

          (v)   the failure by the Corporation to continue in
      effect any compensation plan in which you participate
      immediately prior to the Change in Control that is material
      to your total compensation or any substitute plans adopted
      prior to the Change in Control, unless an equitable
      arrangement (embodied in an ongoing substitute or
      alternative plan) has been made with respect to such plan, or
      the failure by the Corporation to continue your participation
      therein (or in such substitute or alternative plan) on a
      basis not materially less favorable, both in terms of the
      amount of benefits provided and the level of your
      participation relative to other participants, as it existed
      at the time of the Change in Control;

         (vi)   the failure by the Corporation to continue to
      provide you with benefits substantially similar to those
      enjoyed by you under any of the Corporation's life insurance,
      medical, health and accident, or disability plans in which
      you were participating at the time of the Change in Control,
      the taking of any action by the Corporation which would
      directly or indirectly materially reduce any of such benefits
      or deprive you of any material fringe benefit enjoyed by you
      at the time of the Change in Control, or the failure by the
      Corporation to provide you with the number of paid vacation
      days to which you are entitled on the basis of years of
      service with the Corporation in accordance with the
      Corporation's normal vacation policy in effect at the time of
      the Change in Control;

        (vii)   the failure of the Corporation to obtain a
      satisfactory agreement from any successor to assume and
      agree to perform this Agreement, as contemplated in Section 6
      hereof; or

       (viii)   any purported termination of your employment that
      is not effected pursuant to a Notice of Termination
      satisfying the requirements of subsection (e) hereof (and,
      if applicable, the requirements of Subsections (b) and (c)
      hereof), which purported termination shall not be effective
      for purposes of this Agreement.  


            For purposes of this subsection, any good faith determination of
"Good Reason" made by you shall be conclusive.  In addition, your right to
terminate your employment pursuant to this subsection shall not be affected by
your incapacity due to physical or mental illness and your continued employment
shall not constitute consent to, or a waiver of rights with respect to, any
circumstance constituting Good Reason hereunder.

          (e)   Any purported termination of your employment by the Corporation
or by you shall be communicated by written Notice of Termination to the other
party hereto in accordance with Section 8.  For purposes hereof, "Notice of
Termination" shall mean a notice which (i) indicates the specific termination
provision in this Agreement relied upon, (ii) sets forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of your
employment under the provision so indicated, and (iii) if the Date of
Termination (as defined below) is other than the date of receipt of such
notice, specifies the termination date.  

          (f)   "Date of Termination" means (i) if your employment is
terminated by the Corporation for Cause or is terminated by you for Good
Reason, the date of receipt of the Notice of Termination or any later date
specified therein, as the case may be, (ii) if your employment is terminated by
the Corporation other than for Cause or Disability, the Date of Termination
shall be the date on which the Corporation notifies you of such termination,
and (iii) if your employment is terminated by reason of death or Disability,
the Date of Termination shall be the date of your death or the Disability
Effective Date, as the case may be.

           5.   Compensation upon Termination.  Following a Change in Control,
you shall be entitled to the following benefits upon termination of your
employment provided that such termination occurs during the Employment Period:

          (a)   If your employment is terminated by reason of your death during
the Employment Period, this Agreement shall terminate without further
obligations to your legal representatives under this Agreement, other than for
(i) payment of your Base Salary (as defined in Section 5(g) hereof) through the
Date of Termination at the same rate in effect at such date, and (ii) all other
amounts to which you are entitled under any compensation plan or any other
plan, policy, or arrangement of the Corporation, at the time such payments are
due.

          (b)   During any period that you fail to perform your full-time
duties with the Corporation as a result of incapacity due to physical or mental
illness, you shall continue to receive, until this Agreement is terminated
pursuant to Section 4(b) hereof, your Base Salary (as defined in Section 5(g))
at the rate in effect at the commencement of any such period, together with
all compensation payable to you under any long-term disability plan maintained
by the Corporation in your name or for your benefit or other similar plan
during such period.  Thereafter, your benefits shall be determined under the
Corporation's retirement, insurance and other compensation programs then in
effect in accordance with the terms of such program; however, your receipt of
benefits under any long-term disability plan maintained by the Corporation in
your name or for your benefit will not be affected by your termination under
this Agreement.

          (c)   If, during the Employment Period, your employment with the
Corporation shall be terminated by the Corporation for Cause or by you other
than for Good Reason, the Corporation shall pay you your full Base Salary (as
defined in Section 5(g)) through the Date of Termination at the rate in effect
at the time Notice of Termination is given, plus all other amounts to which
you are entitled under any compensation plan of the Corporation at the time 
such payments are due, and the Corporation shall have no further obligations
to you under this Agreement.

          (d)   If, during the Employment Period, your employment with the
Corporation shall be terminated by you for Good Reason or by the Corporation
other than for Cause, death, or Disability, then you shall be entitled to the
benefits provided below:

          (i)   the Corporation shall pay to you your full Base
      Salary (as defined in Section 5(g) hereof) through the Date
      of Termination at the rate in effect at the time Notice of
      Termination is given, no later than the fifth day  following
      the Date of Termination, plus all other amounts to which you
      are entitled under any compensation plan of the Corporation,
      at the time such payments are due;

         (ii)   in lieu of any further salary or bonus payments to
      you for periods subsequent to the Date of Termination, the
      Corporation shall pay as severance pay to you, at the time
      and in the manner specified in subsection (e), a severance
      payment (the "Severance Payment") equal to the product of (A)
      your Base Salary (as defined in Section 5(g) hereof), and (B)
      a number (the "Payment/Benefit Factor") determined by
      dividing by 52 the sum of (I) three times the number of full
      years that you have been employed by the Corporation, and
      (II) three times each $10,000 of your annual salary (that is,
      excluding bonus) as in effect at the Date of Termination;
      provided, however, that in no event shall such
      Payment/Benefit Factor be less than .5 nor greater than 2,
      and provided, further, that in no event shall such amount
      exceed the amount of your Base Salary (as defined in Section
      5(g)), on an undiscounted basis, which you would have
      received had you remained in the employ of the Corporation
      until your "Normal Retirement Date" (as defined in the
      Corporation's Pension Plan (or any successor thereto) (the
      "Pension Plan");

        (iii)   A separate lump-sum supplemental retirement benefit
      (the amount of such benefit shall be hereinafter referred to
      as the "Supplemental Retirement Amount") equal to the
      difference between (A) the actuarial equivalent (utilizing
      for this purpose the actuarial assumptions utilized in
      determining benefit cash-outs with respect to the
      Corporation's Pension Plan during the 90-day period
      immediately preceding the Effective Date) of the benefit
      payable under the Pension Plan and any supplemental and/or
      excess benefit plan of the Corporation providing benefits for
      you (the "SERP") which you would receive if your employment
      continued at the compensation level in effect at the Date of
      Termination for the remainder of the Employment Period,
      assuming for this purpose that all accrued benefits are
      fully vested and that benefit accrual formulas are no less
      advantageous to you than those in effect during the 90-day
      period immediately proceeding the Effective Date, and (B)
      the actuarial equivalent (utilizing for this purpose the
      actuarial assumptions utilized in determining benefit cash
      outs with respect to the Pension Plan during the 90-day
      period immediately preceding the Effective Date) of your
      actual vested benefit (paid or payable), if any, under the
      Pension Plan and the SERP;


         (iv)   Except as provided in (iii) above, your
      participation in, and terminating distribution and vested
      rights under, the Corporation's Pension Plan and other plans
      of deferred compensation shall be governed by the terms of
      those respective plans;

          (v)   the Corporation shall pay to you all legal fees and
      expenses incurred by you as a result of such termination,
      including all such fees and expenses, if any, incurred in
      seeking to obtain or enforce any right or benefit provided by
      this Agreement or in connection with any tax audit or
      proceeding to the extent attributable to the application of
      Section 4999 of the Internal Revenue Code of 1986, as amended
      (the "Code") to any payment or benefit provided hereunder;

         (vi)   for a period of years (or portion thereof) (the
      "Payment Period") equal to the Payment/Benefit Factor after
      such termination or until your "Normal Retirement Date,"
      whichever first occurs, the Corporation shall arrange to
      provide you with life, disability, accident and group health
      insurance benefits substantially similar to those which you
      were receiving immediately prior to the Notice of
      Termination.  Benefits otherwise receivable by you pursuant
      to this clause (vi) shall be reduced to the extent comparable
      benefits are actually received by you from any source
      (including a subsequent employer) during such period
      following your termination, and any such benefits actually
      received by you shall be reported to the Corporation;

        (vii)   you shall not be entitled to payments or benefits
      under this Agreement to the extent (but only to the extent)
      that the sum of all payments and benefits received or to be
      received by you in connection with a Change in Control or the
      termination of your employment (whether pursuant to the
      terms of this Agreement ("Contract Payments") or any other
      plan, arrangement or agreement with the Corporation, any
      person whose actions result in a Change in Control, or any
      person affiliated with the Corporation or such person
      (collectively with the Contract Payments, "Total Payments"))
      would, as determined by tax counsel selected by the
      Corporation, result in "Excess Parachute Payments" as
      defined in Section 280G of the Code.  Furthermore, such
      payments or benefits provided to you under this Agreement
      shall be reduced to the extent necessary so that no portion
      thereof shall be subject to the excise tax imposed by Section
      4999 of the Code, but only if, by reason of such reduction,
      your net after tax benefit shall exceed your net after tax
      benefit if such reduction were not made.  "Net after tax
      benefit" shall mean the sum of (A) all payments and benefits
      which you receive or are then entitled to receive from the
      Corporation that would constitute a "parachute payment"
      within the meaning of Section 280G of the Code, less (B) the
      amount of federal income taxes payable with respect to the
      payments and benefits described in (A) above calculated at
      the maximum  marginal federal income tax rate for each year
      in which such payments and benefits shall be paid to you
      (based upon the rate in effect for such year as set forth in
      the Code at the time of the first payment of the foregoing),
      less (C) the amount of excise taxes imposed with respect to
      the payments and benefits described in (A) above by Section
      4999 of the Code; and


       (viii)   for a period of twelve (12) months following such
      termination, the Corporation shall pay the expenses of such
      outplacement services as you may require, with such services
      to be performed by such agency as the Corporation shall
      designate.

          (e)   The payment provided for in subsection (d)(ii), shall be made
in a lump-sum not later than the 30th day following the Date of Termination.
Notwithstanding anything contained in this Subsection (e) or in subsection
(d)(ii), you may elect to receive, in lieu of a lump-sum Severance Payment, the
benefits described in subsection (d)(ii) in equal monthly installments
commencing on the first day of the month following the Date of Termination and
ending on the first to occur of (A) the first day of the last month within the
Payment Period, or (B) the first day of the month in which occurs your "Normal
Retirement Date";

          (f)   Except as provided in subsection (d)(vi) hereof you shall not
be required to mitigate the amount of any payment provided for in this Section
5 by seeking other employment or otherwise, nor shall the amount of any payment
or benefit provided for in this Section 5 be reduced by any compensation earned
by you as the result of employment by another employer, by retirement
benefits, by offset against any amount claimed to be owed by you to the
Corporation, or otherwise.

          (g)   For purposes of this Agreement, your "Base Salary" shall mean
the greater of (i) the annual salary and bonus paid to you by the Corporation
during the fiscal year ended June 30, 1994, or (ii) the annual salary and bonus
payable to you by the Corporation during the fiscal year in which a Change in
Control occurs.

           6.   Successors:  Binding Agreement.  

          (a)   This Agreement is personal to you and without the prior written
consent of the Corporation shall not be assignable by you otherwise than by
will or the laws of descent and distribution.  This Agreement shall inure to
the benefit of, and be enforceable by, your legal representatives.

          (b)   This Agreement shall inure to the benefit of, and be binding
upon, the Corporation and its successors and assigns.

          (c)   The Corporation will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Corporation to assume
expressly and agree to perform this Agreement in the same manner and to the
same extent that the Corporation would be required to perform it if no such
succession had taken place.  As used in this Agreement, "Corporation" shall
mean the Corporation as hereinbefore defined and any successor to its business
and/or assets as aforesaid which assumes and agrees to perform this Agreement
by operation of law, or otherwise.

           7.   Resolution of Disputes.  If there shall be any dispute between
the Corporation and you (i) in the event of any termination of your employment
by the Corporation, whether such termination was for Cause, or (ii) in the
event of any termination of employment by you, whether Good Reason existed,
then, unless and until there is a final, nonappealable judgment by a court of
competent jurisdiction declaring that such termination was for Cause or that
the determination by you of the existence of Good Reason was not made in good
faith, the Corporation shall pay all amounts, and provide all benefits, to you
and/or your family or other 
beneficiaries, as the case may be, that the Corporation would be required to
pay or provide pursuant to Section 5(d) as though such termination were by the
Corporation without Cause or by you with Good Reason; provided, however, that
the Corporation shall not be required to pay any disputed amounts pursuant to
this Section 7 except upon receipt of an undertaking by or on behalf of you to
repay all such amounts to which you are ultimately adjudged by such court not
to be entitled.

           8.   Notice.  For the purpose of this Agreement, notices and all
other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by United
States certified or registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth on the first page of this
Agreement, provided that all notice to the Corporation shall be directed to the
attention of the Board with a copy to the Secretary of the Corporation, or to
such other address as either party may have furnished to the other in writing
in accordance herewith, except that notice of change of address shall be
effective only upon receipt.

           9.   Miscellaneous.  

          (a)   This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Virginia, without reference to principles
of conflict of laws.  The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect.

          (b)   The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

          (c)   The Corporation may withhold from any amounts payable under
this Agreement such Federal, state or local taxes as shall be required to be
withheld pursuant to any applicable law or regulation.

          (d)   Your or the Corporation's failure to insist upon strict
compliance with any provision hereof or any other provision of this Agreement
or the failure to assert any right you or the Corporation may have hereunder,
including, without limitation, your right to terminate your employment for Good
Reason pursuant to Section 4(d) or the Corporation's right to terminate your
employment for Cause pursuant to Section 4(c), shall not be deemed to be a
waiver of such provision or right or any other provision or right of this
Agreement.

          (e)   You and the Corporation acknowledge that, except as may
otherwise be provided under any other written agreement between you and the
Corporation, your employment by the Corporation is "at will" and if, prior to
the Effective Date, your employment with the Corporation terminates, then you
shall have no rights under this Agreement.

          (f)   Prior to the Effective Date, this Agreement may be amended,
modified or terminated by the Corporation, which amendment, modification or
termination shall be binding and effective without any requirement for
notification of, or consent by, you.  Notwithstanding the foregoing, on or
after the Effective Date, this Agreement may not be amended, modified or
terminated otherwise than by a written agreement executed by the parties hereto
or their respective successors and legal representatives.

          10.   Entire Agreement.  This Agreement sets forth the entire
agreement of the parties hereto in respect of the subject matter contained
herein and supersedes all prior agreements, promises, covenants,
arrangements, communications, representations or warranties, 
whether oral or written, by any officer, employee or representative of any
party hereto; and any prior agreement of the parties hereto in respect of the
subject matter contained herein is hereby terminated and cancelled.

            If this letter sets forth our agreement on the subject matter
hereof, kindly sign and return to the Corporation the enclosed copy of this
letter, which will then constitute our agreement on this subject.

                                    Sincerely,

                                    CADMUS COMMUNICATIONS CORPORATION


                                    By
                                    Name:
                                    Title:

Accepted and agreed to:


                                    
        Michael Dinkins







                              September 21, 1993



Michael Dinkins
Chief Financial Officer
Cadmus Communications Corporation
6620 West Broad Street, Suite 500
Richmond, Virginia  23230

Dear Mr. Dinkins:

            On September 21, 1993, you and Cadmus Communications Corporation
(the "Corporation") entered into an agreement (a copy of which is attached
hereto) designed to reinforce and to encourage your continued attention and
dedication to your assigned duties without distraction by certain potentially
disturbing circumstances arising from the possibility of a change in control of
the Corporation (the "CIC Agreement").  All capitalized terms herein not
otherwise defined, shall have the meanings ascribed to them in the CIC
Agreement.

            Pursuant to the CIC Agreement, you are entitled to receive certain
severance and other benefits in the event that, during the Employment Period
and following a Change in Control of the Corporation, your employment with the
Corporation shall be terminated by you for Good Reason or by the Corporation
other than for Cause, death, or Disability.  Those severance and other benefits
are set forth in, and conclusively fixed by, the express terms of the CIC
Agreements.

            The Corporation has determined, however, that it desires to augment
the Severance Payment otherwise payable to you under Section 5(d)(ii) of the
CIC Agreement.  Specifically, the Corporation shall pay to you a separate
lump-sum severance payment equal to the difference between (A) an amount equal
to two times your Base Salary, and (B) the amount payable to you pursuant to
Section 5(d)(ii) of the CIC Agreement.  The Corporation's intent is to provide
you, by means of a combination of Section 5(d)(ii) of the CIC Agreement and
this agreement, a severance payment equal to twice your Base Salary.

            The payment, if any, to be made hereunder shall be made in a
lump-sum not later than the 30th day following the Date of Termination;
provided, however that you may elect to receive said payment in equal monthly
installments commencing on the first day of the month following the Date of
Termination and ending on the first occur of (A) the first day of the last
month within the Payment Period or (B) the first day of the month in which
occurs your Normal Retirement Date.


            Please note that the payment, if any, to be made hereunder is
subject to the "cut-back" provisions of Section 5(d)(vii) of the CIC Agreement,
which provisions are expressly incorporated herein by reference.  In addition,
please note that this agreement will expire or terminate upon the earlier of
(i) December 31, 1996 or (ii) the expiration or termination of your CIC
Agreement according or pursuant to its terms.

            If this letter sets forth our agreement on the subject matter
hereof, kindly sign and return to the Corporation the enclosed of this letter,
which will then constitute our agreement on this subject.

                                    Sincerely,


                                    CADMUS COMMUNICATIONS CORPORATION


                                    By                                  

Name:
Title:




Accepted and agreed to:





      Michael Dinkins






                                                                    EXHIBIT 11

             STATEMENT REGARDING COMPUTATION OF NET INCOME PER SHARE
                      (in thousands, except per share data)


                                                        Years Ended June 30,
Net income per share was computed as follows:         1994      1993      1992

 Primary:
   1) Income before cumulative effect of changes in
      accounting principles                          $4,807    $4,533    $3,901

   2) Cumulative effect of changes in accounting for:
       Postretirement benefits (net of income tax
        benefit of $355)                               (532)
       Income taxes                                     933

   3) Net income                                     $5,208    $4,533    $3,901

   4) Weighted average common shares outstanding      5,965     5,953     5,975

   5) Incremental shares under stock options
      computed under the treasury stock method
      using the average market price of issuer's
      common stock during the periods                   120        19        11

   6) Weighted average common and common equivalent
      shares outstanding                              6,085     5,972     5,986

   7) Income per share before cumulative effect of
      changes in accounting principles (item 1
      divided by item 6)                              $0.79     $0.76     $0.65

   8) Cumulative effect of changes in accounting for
      postretirement benefits and income taxes         0.07

   9) Net income per share (item 3 divided by item 6) $0.86     $0.76     $0.65

 Fully diluted:

   1) Income before cumulative effect of changes in
      accounting principles                          $4,807    $4,533    $3,901

   2) Cumulative effect of changes in accounting for:
       Postretirement benefits (net of income tax
        benefit of $355)                               (532)
       Income taxes                                     933

   3) Net income                                     $5,208    $4,533    $3,901

   4) Weighted average common shares outstanding      5,965     5,953     5,975

   5) Incremental shares under stock options
      computed under the treasury stock method
      using the market price of issuer's common
      stock at the end of the periods if higher
      than the average market price.                    207        27        11

   6) Weighted average common and common equivalent
      shares outstanding                              6,172     5,980     5,986

   7) Income per share before cumulative effect of
      changes in accounting principles (item 1 divided
      by item 6)                                      $0.78     $0.76     $0.65


   8) Cumulative effect of changes in accounting for
       postretirement benefits and income taxes        0.06

   9) Net income per share (item 3 divided by item 6) $0.84     $0.76     $0.65






FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>

 (IN THOUSANDS, EXCEPT PER SHARE DATA, EMPLOYEE DATA AND PERCENTAGES)

                                                       Years Ended June 30,
                                                1994           1993         % Increase

<S>                                       <C>                 <C>             <C>
OPERATIONS
Net sales                                 $    247,730        $198,126          25.0%
Operating income(1)                             12,918          11,342          13.9
Income before income taxes(1)                    7,933           7,480           6.1
Income before cumulative effect of
  changes in accounting principles(1)            4,807           4,533           6.0
Net income(1)                                    5,208           4,533          14.9
Average common shares outstanding                6,085           5,972           1.9

PER SHARE DATA
Net income(1)                             $        .86        $    .76          13.2%
Cash dividends                                     .20             .20             -
Shareholders'equity                               9.03            8.49           6.4

FINANCIAL POSITION
Total assets                              $    160,129        $134,189          19.3%
Working capital                                 23,356          16,539          41.2
Property, plant and equipment, net              77,072          65,983          16.8
Long-term debt                                  56,122          43,249          29.8
Shareholders'equity                             54,929          50,693           8.4

OTHER DATA
Net cash provided by operating activities $     25,993        $ 10,380         150.4%
Net cash used in investing activities           31,002          13,403         131.3
Net cash provided by financing activities        6,658           3,207         107.6
Number of employees                              2,400           1,780          34.8

</TABLE>

(1) After a restructuring charge in 1994 of $1.9 million, $1.1 million after 
tax or $.19 per share.

<PAGE>

CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
SELECTED CONSOLIDATED FINANCIAL DATA(1)

<TABLE>
<CAPTION>
(In thousands, except per share data,
 selected ratios, and other data)
                                                                      Years Ended June 30,
                                             1994            1993            1992            1991            1990
<S>                                          <C>             <C>             <C>             <C>             <C>
OPERATIONS
Net sales                                    $    247,730    $    198,126    $    188,006    $    177,691    $    170,375
Cost of sales                                     180,536         142,793         139,091         132,597         124,913
Gross profit                                       67,194          55,333          48,915          45,094          45,462
Selling and administrative expenses                52,376          43,991          38,510          36,219          34,423
Operating income(2)                                12,918          11,342          10,405           8,875          11,039
Income before income taxes(2)                       7,933           7,480           6,448           5,008           7,151
Income before cumulative effect of
  changes in accounting principles(2)               4,807           4,533           3,901           2,987           4,362
Net income(2)                                       5,208           4,533           3,901           2,987           4,362
Average common shares outstanding                   6,085           5,972           5,986           6,007           6,072
PER SHARE DATA
Income before cumulative effect of
  changes in accounting principles(2)        $        .79    $        .76    $        .65    $        .50    $        .72
Net income(2)                                         .86             .76             .65             .50             .72
Cash dividends                                        .20             .20             .20             .20             .20
Shareholders' equity                                 9.03            8.49            7.95            7.47            7.24
FINANCIAL POSITION
Current assets                               $     61,937    $     48,766    $     44,261    $     41,668    $     39,958
Current liabilities                                38,581          32,227          25,523          22,741          20,481
Working capital                                    23,356          16,539          18,738          18,927          19,477
Property, plant and equipment                     147,890         129,097         122,540         112,578         100,512
Accumulated depreciation                           70,818          63,114          57,668          51,835          44,522
Goodwill and intangibles, net                       7,617           7,717           9,082           8,273           8,773
Total assets                                      160,129         134,189         123,054         115,106         108,905
Short-term borrowings                                               4,000           1,000           2,404           2,779
Long-term debt, including current maturities       58,440          46,483          44,916          42,881          37,048
Shareholders' equity                               54,929          50,693          47,571          44,865          43,935
Total capital (3)                                 113,369         101,176          93,487          90,150          83,762
OTHER FINANCIAL DATA
Net cash provided by operating activities    $     25,993    $     10,380    $     15,130    $      9,653    $      8,956
Net cash used in investing activities              31,002          13,403          12,614          13,071          12,781
Net cash provided by (used in) financing
    activities                                      6,658           3,207          (1,102)          3,441           4,410
Interest expense                                    4,813           3,233           3,248           3,285           3,486
SELECTED RATIOS
Gross profit margin                                  27.1%           27.9%           26.0%           25.4%           26.7%
Operating income margin(2)                            5.2%            5.7%            5.5%            5.0%            6.5%
Effective tax rate                                   39.4%           39.4%           39.5%           40.4%           39.0%
Sales to average total capital                        2.3             2.0             2.0             2.0             2.1
Current ratio                                         1.6             1.5             1.7             1.8             2.0
Debt as a percent of total capital                   51.5%           49.9%           49.1%           50.2%           47.5%
Operating income return on average total
      capital(2)                                     12.0%           11.7%           11.3%           10.2%           13.9%
Net income return on average shareholders'
    equity(2)                                         9.9%            9.2%            8.4%            6.7%           10.4%
OTHER DATA
Number of employees                                 2,400           1,780           1,895           1,860           1,820
Stock market price:
  High                                        $    19 1/2    $     11         $    10        $     10         $    10 1/2
  Low                                               9               6 1/4           5 3/4           6               8 3/4
  Close                                            17 3/4           8 3/4           9 1/4           7 1/4           9
<FN>
(1) Certain reclassifications were made to prior years' amounts to conform with the current year. 
(2) After a restructuring charge in 1994 of $1.9 million, $1.1 million after tax or $.19 per share. 
(3) Total debt plus shareholders' equity.
</TABLE>

19

<PAGE>

CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS

(NET INCOME PER SHARE chart goes here)

BUSINESS ENVIRONMENT

    The Company believes that technological advancements in the graphic
communications industry will result in reduced demand for traditional printing.
The printers who will continue to be successful will be those who increase
their market share through improved productivity and expanded capabilities,
specialization in fast growing niche markets, and information integration. 

    The industry is in a difficult period of transition due to the accelerated
pace of both technological changes and shifts in market requirements. The
migration from analog to digital information, and the changes needed to target
and meet customer demands are major drivers of this transition. As customers
become more sophisticated and as they require more customization, printers must
redirect their focus to providing reduced run lengths, customization and
personalization, database management, and distribution channels. 

    Cadmus has begun its transition in the technological arena and is
positioning itself to offer integrated solutions to customer needs with
investments in state-of-the-art color prepress systems and text and graphics
composition equipment which are facilitating improvements in efficiency and
expanding the range of services available to customers.


OPERATIONAL HIGHLIGHTS

Fiscal year 1994 financial highlights include: 

    Sales increased 25.0% to $247.7 million. 
    Excluding the $1.9 million restructuring charge, operating income rose
    30.6% to $14.8 million.
    Operating income after the restructuring charge rose to $12.9 million, a
    13.9% increase. 
    Net income climbed 40.0% to $6.3 million, or $1.05 per share, excluding the
    restructuring charge. 
    Net income after the restructuring charge was up 14.9% to $5.2 million, or
    $.86 per share. 
    The operating income return on average total capital improved from 11.7% in
    fiscal 1993 to 13.8% before the restructuring charge, after the
    restructuring charge it was 12.0%.

(OPERATING INCOME RETURN ON AVERAGE TOTAL CAPITAL Chart goes here)

The following table presents the major components from the Consolidated
Statements of Income.

<TABLE>
<CAPTION>
                                          Years Ended June 30,
(AS A PERCENT OF NET SALES)         1994       1993       1992
<S>                                 <C>        <C>        <C>
Net sales                            100.0%     100.0%     100.0%
Cost of sales                         72.9       72.1       74.0
Gross profit                          27.1       27.9       26.0
Selling and administrative expenses   21.1       22.2       20.5
Restructuring charge                   0.8
Operating income                       5.2        5.7        5.5
Interest expense                       1.9        1.6        1.7
Other expenses, net                    0.1        0.3        0.4
Income before income taxes             3.2        3.8        3.4
Income taxes                           1.3        1.5        1.3
Income before cumulative effect of
  changes in accounting principles     1.9        2.3        2.1
Cumulative effect of changes in
  accounting principles                0.2
Net income                             2.1%       2.3%       2.1%
</TABLE>

    In the fourth quarter of fiscal 1994, the Company announced reductions in
its work force resulting from a decision to restructure the research journal and
specialty magazine divisions at a cost of $1.9 million. 

    In the second quarter of fiscal 1994, Cadmus acquired the net assets of
Waverly Press from Waverly, Inc. Waverly Press, formerly the printing division
of Waverly, Inc., is a Maryland-based printer of scientific, technical, medical,
and scholarly journals, which now operates under the name Cadmus Journal
Services. By combining the strengths and assets of two of the leading journal
producers in the country, we are able to significantly improve the level of
service, as well as the nature of the products offered to journal publishers. As
part of the transaction, Waverly, Inc. agreed to enter into a long-term printing
agreement with Cadmus Journal Services, which will assure important continuity
between the two companies.


20

<PAGE>

    During the second quarter of fiscal 1993, Cadmus acquired Marblehead
Communications, Inc., a Boston-based contract/custom publisher. Also, in the
third quarter of fiscal 1993, the Company completed a joint venture arrangement
with the Lanman Companies, Inc. ("Lanman"). The newly-formed company, Central
Florida Press, L.C. ("CFP"), combined the operations of Vaughan Printers, Inc.,
a Cadmus subsidiary, and Central Florida Press, a division of Lanman, and now
offers both sheetfed and half-web print capabilities to its customers. This
combination strengthened the Company's market position in central Florida and
contributed positive earnings in 1994. 

(NET SALES chart goes here)

RESULTS OF OPERATIONS
SALES

Net sales were $247.7 million in fiscal 1994, a 25.0% increase over fiscal 1993
net sales of $198.1 million, which were up 5.4% over fiscal 1992 net sales of
$188.0 million. The Company classifies its sales into three business groups:
printing, marketing, and publishing. 

    Sales increased in each business group for fiscal 1994 compared with fiscal
1993 as follows: printing 22.9%, marketing 11.8%, and publishing 76.3%. The
increase in printing sales for fiscal 1994 was the result of increased research
journal sales due primarily to the fiscal 1994 acquisition of Cadmus Journal
Services, a 30.8% growth in sales of specialty packaging and a 55.2% increase in
annual report sales. In addition, specialty magazines posted a 4.4% increase for
the year after reporting a fiscal 1993 decline which resulted from competitive
pricing pressures. These increases were partially offset by a 16.2% decline in
promotional printing sales and a 4.0% decline in financial printing sales.
Promotional sales were down primarily as a result of the deconsolidation of
Vaughan sales through the merger with CFP in the third quarter of fiscal 1993.
Also, financial printing sales were down due to increased competition in the
Charlotte, Baltimore, and Richmond markets and unfavorable comparisons due to a
large one-time job in fiscal 1993. Adjusted for the acquisition of Cadmus
Journal Services and the merger of Vaughan, printing sales increased 4.9% over
fiscal 1993. 

    The increase in marketing sales for fiscal 1994 resulted from growth of
43.2% in direct marketing sales and growth of 13.5% in point-of-sale revenues.
The increase in direct marketing revenues was attributable to growth in sales to
existing clients and a refocus of the direct marketing operations on higher
margin product lines. Point-of-sale revenues grew as a result of developing
relationships with new customers, coupled with growth in existing accounts.
These increases were partially offset by a 9.6% decline in catalog production
services sales due to the loss of a major account in January 1993. 

    The notable increase in publishing sales for fiscal 1994 was the result of
the inclusion and expansion of Marblehead (acquired December 1992), coupled with
continued growth of Tuff Stuff.Expansion at Marblehead resulted in an increase
of 78.4% over prior year annualized sales due to both additions of new accounts
and increased sales to existing customers.

    The decline in printing sales from fiscal 1992 to fiscal 1993 was due
primarily to lower sales of specialty magazines (1.0% decrease) and research
journals (5.4% decrease) which continued to face competitive pricing pressures,
offset in part by the continued strength in sales of financial printing (27.7%
increase) and specialty packaging (85.1% increase). The increase in marketing
sales during fiscal 1993 was primarily attributable to an increase of 20.5% in
point-of-sale revenues, which offset a 9.6% decline in direct marketing sales.
For fiscal 1993, the dramatic increase over fiscal 1992 in publishing sales
reflects a full year of Tuff Stuff sales and the midyear acquisition of
Marblehead. 

(Gross Profit Margin chart goes here)

GROSS PROFIT

In fiscal 1994, gross profit was 27.1% of sales compared with 27.9% and 26.0%
in fiscal 1993 and 1992, respectively. Gross profit declined slightly in fiscal
1994 as a result of a change in the sales mix due to the addition of Cadmus
Journal Services, which has a relatively lower gross margin, and due to a
decline in high margin financial printing sales. Excluding Cadmus Journal
Services, the gross margin was 28.4%. 

    Improvement in gross profit as a percent of sales from fiscal 1992 to 1993
was credited to improved product mix, a result of increased sales of higher
margin financial printing, point-of-sales printing, and specialty packaging.
These improvements were partially offset by continued competitive pricing
pressures; the write-off of inventory related to SIDELINES, a coffee table book
which was marketed under a license from the National Football League; and higher
health care costs.


                                                                             21

<PAGE>

(SELLING AND ADMINISTRATION chart goes here)

SELLING AND ADMINISTRATIVE EXPENSES

    Selling and administrative expenses as a percent of sales were 21.1%, 22.2%,
and 20.5% in fiscal 1994, 1993 and 1992, respectively. The decrease in selling
and administrative expenses as a percent of sales was primarily driven by the
inclusion in fiscal 1994 of Cadmus Journal Services, which had a lower selling
and administrative expense ratio of 12.2%.

    During fiscal 1993, selling and administrative expenses rose at a slightly
higher pace than sales primarily due to the full-year inclusion of Tuff Stuff
and the midyear acquisition of Marblehead, our two publishing operations, which
as mentioned earlier have a higher selling and administrative expense ratio, and
due to the expenses related to SIDELINES. In addition, increased costs
associated with management incentive programs, due to substantially improved
performance, and increased health care costs contributed to the rise in selling
and administrative expenses.


RESTRUCTURING CHARGE

    In the fourth quarter of fiscal 1994, the Company announced a plan to
restructure its research journal and specialty magazine divisions, resulting in
a pre-tax charge to earnings of $1.9 million. This charge resulted from
reductions in its work force related to the decisions to close its Springfield,
Virginia facility, and to consolidate its composition and prepress facilities in
Richmond and Baltimore. The Company expects to achieve pre-tax cost savings of
approximately $1.5 million in fiscal 1995, with a full-year impact of annual
cost savings increasing to $3.2 million in fiscal 1996. This restructuring
charge reduced 1994 income before taxes, net income, and net income per share by
$1.9 million, $1.1 million and $.19, respectively.

(OPERATING INCOME chart goes here)

OPERATING INCOME, OTHER EXPENSES, AND INCOME TAXES

    Operating income before the restructuring charge improved to 6.0% of sales
for fiscal 1994 from 5.7% in fiscal 1993, and 5.5% in fiscal 1992. Operating
income as a percent of sales after the restructuring charge was 5.2% in fiscal
1994. 

    Interest expense increased slightly from 1.6% and 1.7% of sales in fiscal
1993 and 1992, respectively to 1.9% of sales in fiscal 1994 due primarily to a
$1.1 million increase in interest expense and a $.5 million decrease in
capitalized interest. The higher interest expense was associated with increased
levels of debt required to fund the purchase of Cadmus Journal Services. 

    Other expenses decreased to 0.1% of sales in fiscal 1994 from 0.3% and 0.4%
in fiscal 1993 and 1992, respectively, This decline is primarily due to the full
year impact in fiscal 1994 of earnings from the CFP joint venture. 

    Effective income tax rates have remained relatively stable over the past
three years at 39.4% in fiscal 1994 and 1993, and 39.5% in fiscal 1992.

CHANGES IN ACCOUNTING PRINCIPLES

    Effective July 1, 1993, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 106, "Employers' Accounting for 
Postretirement Benefits Other than Pensions." The Company elected to 
immediately recognize the liability for prior years' service as the cumulative 
effect of a change in accounting principle. Accordingly, the Company recorded 
an accumulated postretirement benefit obligation and a corresponding charge
to net income of $.9 million, and a non-current deferred income tax benefit 
of $.4 million, resulting in an after-tax charge of $.5 million. 

    The Company also adopted SFAS No. 109, "Accounting for Income Taxes,"
effective July 1, 1993, which requires the liability method of accounting for
deferred income taxes, whereby enacted statutory tax rates are applied to the 
differences between financial reporting and tax bases of assets and 
liabilities. The cumulative effect of the change was a reduction in the 
deferred income tax liability and a corresponding increase in net income
of $.9 million.


LIQUIDITY AND CAPITAL RESOURCES

    During fiscal 1994, the Company experienced significant improvement in cash
flow performance. Net cash provided by operating activities rose to $26.0
million from $10.4 million in fiscal 1993. This gain was primarily attributable
to a 40.0% increase in income before the restructuring charge, higher
depreciation and amortization expense, and a $11.7 million reduction in
operating assets and liabilities. The $1.8 million increase in depreciation and
amortization expense was due to additions of property, plant and equipment, both
through the acquisition of Cadmus Journal Services and through capital
investments made for strategic expansion and reinvestment. The reduction in
operating assets and liabilities was credited to improved paper inventory
management and more aggressive utilization of trade credit. 

    The increase in fiscal 1994 in net cash used in investing activities of
$17.6 million and the increase in net cash provided by financing activities of
$3.5 million are both primarily a result of transactions related to the
acquisition of Cadmus Journal Services. Cash paid or placed in escrow for this
acquisition of $19.7 million and capital investments of $11.2 million account
for the majority of


22
<PAGE>

the investing activities. In 1993, cash used in investing activities
included $2.2 million related to the investment in the CFP joint venture, as
well as $10.7 million in capital investments. The financing activities in fiscal
1994 include proceeds from the placement of $40.0 million in senior notes and
the repayment of $32.0 million in term loans and long-term debt. In fiscal 1993,
cash provided by financing activities of $3.2 million resulted from increased
borrowings under bank lines of credit of $7.0 million and the repayment of long-
term debt of $2.4 million.

    Capital investment in property, plant and equipment totaled $11.2 million
during fiscal 1994. Significant projects included in this amount were the

purchase of new composition software to integrate text and graphics for research
journals and the rebuilding of a six-unit web press. Other significant capital
investments included the purchase of a six-unit sheetfed press and the
installation of a financial network. In addition, the Company entered into two
long-term operating leases during the year, one for a new six-unit sheetfed
press and one for an eight-unit half-web press. For fiscal 1995, the Company
projects that capital spending will total approximately $14.3 million. This
amount includes commitments of $3.2 million made in fiscal 1994. 

    Total debt at June 30, 1994 was $58.4 million, representing an increase of
$7.9 million from the $50.5 million at June 30, 1993. The Company's debt-to-
capital ratio at June 30, 1994 was 51.5% compared with 49.9% at June 30, 1993.
This increase was primarily due to additional debt incurred to purchase the net
assets of Cadmus Journal Services. On December 23, 1993, the Company placed $40
million of senior notes with two insurance companies. The proceeds from these
notes were used to repay short-term bridge loans incurred to finance the asset
purchase of Cadmus Journal Services, short-term revolving bank lines of credit,
and a bank term loan. These senior notes, which have an average life of 8.1years
with a final maturity of 10 years, carry a fixed interest rate of 6.74%.
Coincidental with the placement of the senior notes, the Company entered into an
interest rate swap agreement to effectively convert $35 million of the senior
notes to floating rate debt. The Company also entered into agreements with four
banks on February 14, 1994, for a $25 million revolving credit facility. There
were no outstanding borrowings against these revolving credit lines at June 30,
1994. See Note 8of the Notes to Consolidated Financial Statements for additional
information on these transactions.

(Debt as a percent of Total Capital chart goes here)

SELECTED QUARTERLY DATA (unaudited)
(In thousands, except per share and stock market price data)

<TABLE>
<CAPTION>
1994 QUARTERS ENDED                       Sep. 30       Dec. 31        Mar. 31        Jun. 30          TOTAL
<S>                                      <C>            <C>            <C>            <C>              <C>
Net sales                                $49,126        $61,448        $67,413        $  69,743        $247,730
Gross profit                              13,252         16,365         18,204           19,373          67,194
Operating income                           2,381          3,666          4,097            2,774(a)       12,918
Income before cumulative effect of
  changes in accounting principles           836          1,510          1,682              779(a)        4,807
Net income                                 1,237          1,510          1,682              779(a)        5,208
Earnings per share:
  Income before cumulative effect of
    changes in accounting principles         .14            .25            .28              .12(a)          .79
  Net income                                 .21            .25            .28              .12(a)          .86
Cash dividends per share                     .05            .05            .05              .05             .20
Stock market price data:
    High                                  10 1/4         14 1/2         15 1/4           19 1/2
    Low                                    9             11 3/4         14 1/4           16 1/2
    Close                                 10 1/4         14             14 1/4           17 3/4

1993 QUARTERS ENDED                       Sep. 30       Dec. 31        Mar. 31        Jun. 30          TOTAL  
Net sales                                $44,756        $51,488        $50,106        $  51,776        $198,126
Gross profit                              11,715         14,488         13,952           15,178          55,333
Operating income                           2,177          3,064          2,938            3,163          11,342
Net income                                   708          1,262          1,212            1,351           4,533
Net income per share                         .12            .21            .20              .23             .76
Cash dividends per share                     .05            .05            .05              .05             .20
Stock market price data:
    High                                   9 1/2          9 3/4             11           10 1/4
    Low                                    6 3/4          6 1/4              9            8 1/2
    Close                                  7 1/2          9 1/4             10            8 3/4

<FN>
(a) After a restructuring charge of $1.9 million, $1.1 after tax or $.19 per share
</TABLE>

                                                                         23
<PAGE>

CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>

(In thousands, except per share data)                        Years Ended June 30,
                                                 1994             1993            1992
<S>                                              <C>              <C>             <C>
Net sales                                        $    247,730     $    198,126    $    188,006
Operating expenses
  Cost of sales                                       180,536          142,793         139,091
  Selling and administrative                           52,376           43,991          38,510
  Restructuring charge                                  1,900
                                                      234,812          186,784         177,601
Operating income                                       12,918           11,342          10,405
Interest and other expenses
  Interest                                              4,813            3,233           3,248
  Other expenses, net                                     172              629             709
                                                        4,985            3,862           3,957
Income before income taxes                              7,933            7,480           6,448
Income taxes                                            3,126            2,947           2,547
Income before cumulative effect of
  changes in accounting principles                      4,807            4,533           3,901
Cumulative effect of changes in
  accounting for:
    Postretirement benefits (net of income
     tax benefit of $355)                                (532)
    Income taxes                                          933
Net income                                       $      5,208     $      4,533    $      3,901
Earnings per share:
  Income before cumulative effect of
    changes in accounting principles             $        .79     $        .76    $        .65
  Cumulative effect of changes in accounting
    for postretirement benefits and income taxes          .07
  Net income                                     $        .86     $        .76    $        .65
Average common shares outstanding                       6,085            5,972           5,986
</TABLE>

See notes to consolidated financial statements.


24

<PAGE>
CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
(In thousands, except per share data)                            At June 30,
ASSETS                                                    1994                1993
<S>                                                       <C>                 <C>
Current assets
  Cash and cash equivalents                               $  3,855            $  2,206
  Accounts receivable, less allowance for doubtful
    accounts ($1,514 in 1994 and $1,912 in 1993)            44,747              35,768
  Inventories                                               11,219              10,263
  Deferred income taxes                                      1,227
  Prepaid expenses and other                                   889                 529
     Total current assets                                   61,937              48,766
Property, plant and equipment, net                          77,072              65,983
Investment in unconsolidated joint venture                   6,831               6,499
Other assets                                                 6,672               5,224
Goodwill and intangibles, net                                7,617               7,717
TOTAL ASSETS                                              $160,129            $134,189
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
  Short-term borrowings                                                       $  4,000
  Current maturities of long-term debt                    $  2,318               3,234
  Accounts payable                                          17,312              11,898
  Accrued expenses
    Compensation                                            10,612               8,839
    Restructuring charge                                     1,900
    Other                                                    6,439               4,256
     Total current liabilities                              38,581              32,227
Long-term debt                                              56,122              43,249
Other long-term liabilities                                  7,575               5,376
Deferred income taxes                                        2,922               2,644

Commitments and contingencies
Shareholders' equity
  Common stock ($.50 par value; authorized-16,000 shares;
               issued and outstanding-5,984 shares)          2,992               2,974
  Capital in excess of par value                            11,796              11,594
  Retained earnings                                         40,141              36,125
     Total shareholders' equity                             54,929              50,693
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                $160,129            $134,189
</TABLE>

See notes to consolidated financial statements.


                                                                            25
<PAGE>

CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
(In thousands)                                                           Years Ended June 30,

                                                         1994                 1993                 1992
<S>                                                      <C>                  <C>                  <C>
OPERATING ACTIVITIES
Net income                                               $  5,208             $  4,533             $  3,901
Adjustments to reconcile net income to net cash
  provided by operating activities
    Cumulative effect of changes in accounting for:
      Postretirement benefits                                 532
      Income taxes                                           (933)
    Depreciation and amortization                          11,474                9,626                9,041
    Restructuring charge                                    1,900
    Deferred income taxes                                     284                  352                  (49)
    Other, net                                                657                  738                  438
                                                           19,122               15,249               13,331
Changes in operating assets and liabilities,
  excluding effects of acquisitions
    Accounts receivable                                    (2,515)              (6,398)               1,353
    Inventories                                             2,780                 (481)                (167)
    Accounts payable, accrued expenses, and income taxes    6,959                1,683                  867
    Other, net                                               (353)                 327                 (254)
                                                            6,871               (4,869)               1,799
    Net cash provided by operating activities              25,993               10,380               15,130
INVESTING ACTIVITIES
Payments for business acquired                            (18,740)
Purchases of property, plant and equipment                (11,240)             (10,669)             (12,368)
Cash held in escrow for business acquired                  (1,000)
Investment in unconsolidated joint venture                   (254)              (2,150)
Other, net                                                    232                 (584)                (246)
    Net cash used in investing activities                 (31,002)             (13,403)             (12,614)
FINANCING ACTIVITIES
Proceeds from issuance of long-term debt                   40,000                                     1,000
Borrowings on (repayments of) bank lines of credit        (24,500)               7,002                1,596
Repayment of long-term debt                                (7,543)              (2,435)              (2,351)
Dividends paid                                             (1,192)              (1,196)              (1,195)
Repurchase of common stock                                                        (215)
Proceeds from exercise of stock options                       220
Other                                                        (327)                  51                 (152)
    Net cash provided by (used in) financing activities     6,658                3,207               (1,102)
Increase in cash and cash equivalents                       1,649                  184                1,414
Cash and cash equivalents at beginning of year              2,206                2,022                  608
Cash and cash equivalents at end of year                 $  3,855             $  2,206             $  2,022
</TABLE>


See notes to consolidated financial statements.

26
<PAGE>
CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 


(Dollars and shares in thousands, except per-share data) 


1. SIGNIFICANT ACCOUNTING POLICIES

BASIS OF CONSOLIDATION. The consolidated financial statements include the
accounts and operations of Cadmus Communications Corporation and Subsidiaries
("Cadmus"), including its unconsolidated fifty percent owned equity investment.
All significant intercompany accounts and transactions have been eliminated in
consolidation. 

REVENUE RECOGNITION. Substantially all printing, marketing, and publishing
products are produced to customer specifications. Upon completion of
manufacturing, products are shipped and revenue is recorded. 

CASH AND CASH EQUIVALENTS. Cash and cash equivalents include all cash balances
and highly liquid investments with an original maturity of three months or less.


INVENTORIES. Inventories are valued at the lower of cost or market, principally
using the last-in, first-out (LIFO) method (73% in 1994 and 69% in 1993). The
first-in, first-out (FIFO) method is used to value the remaining inventories.

PROPERTY, PLANT AND EQUIPMENT. Property, plant and equipment are stated at cost
net of accumulated depreciation. Depreciation is calculated principally by the
straight-line method over estimated useful lives. The cost and accumulated
depreciation applicable to assets retired or sold are removed from the
respective accounts, and gains or losses thereon are included in other expenses,
net. 

GOODWILL AND INTANGIBLES. Goodwill and intangibles include the costs in excess
of net assets of businesses acquired and other valued intangibles and are being
amortized by the straight-line method over 20 years. Accumulated amortization
was $3,278 and $2,728 at June 30, 1994 and 1993, respectively. 

INCOME TAXES. Effective July 1, 1993, the Company adopted SFAS No. 109,
"Accounting for Income Taxes." SFAS No. 109 requires the liability method of
accounting for deferred income taxes, whereby enacted statutory tax rates are
applied to the differences between the financial reporting and tax bases of
assets and liabilities (see Note 9). The Company had previously accounted for
income taxes in accordance with the method prescribed by Accounting Principles
Board Opinion No. 11. 

EARNINGS PER SHARE. Earnings per share is computed on the basis of weighted
average common shares outstanding and common equivalent shares in the form of
stock options. 

RECLASSIFICATIONS. Certain previously reported amounts have been reclassified to
conform to the 1994 presentation.


2. RESTRUCTURING CHARGE

In the fourth quarter of fiscal 1994, the Company recorded a restructuring
charge of $1.9 million. This charge resulted from reductions in its work force
related to the decision to close its Springfield, Virginia facility and to
consolidate its composition and prepress facilities in Richmond and Baltimore.
These actions are expected to be completed by June 30, 1995. The Company
recorded a pretax charge of $1.6 million related to termination benefits and
anticipates layoffs of approximately 96 employees: 20% management and 80%
production. The remaining charges relate to equipment write-offs and
miscellaneous other direct costs associated with the discontinuation of the
operations and other exit costs. This restructuring charge reduced 1994 income
before taxes, net income, and net income per share by $1.9 million, $1.1
million and $.19, respectively. 

3. ACQUISITION OF CADMUS JOURNAL SERVICES

On November 1, 1993, the Company acquired the net assets of Waverly Press from
Waverly, Inc. for approximately $20 million. Waverly Press, the printing
division of Waverly, Inc., had annual sales of approximately $50 million, now
operating under the name Cadmus Journal Services, is well-known as a premier
printer of scientific, technical, medical, and scholarly journals. The purchase
price consisted of cash payments of $14.5 million at closing; additional
consideration of $5.5 million which is contingent upon confirmation of certain
representations made by Waverly, Inc. regarding Waverly Press and certain
contingencies relating to the calendar 1994 operations; and other direct costs
of the acquisition. The funds used to acquire Cadmus Journal Services were
provided from the placement of senior notes with two insurance companies (see
Note 8). The acquisition has been accounted for under the purchase method and,
accordingly, the costs of the acquisition were allocated to the assets acquired
and liabilities assumed based upon their respective fair values. The operating
results of Cadmus Journal Services have been included in the consolidated
operating results since the date of acquisition. 

Of the $5.5 million contingent consideration, $1 million was placed in escrow at
closing in accordance with the Purchase Agreement and is included in the
Consolidated Balance Sheets as other assets. During fiscal 1994, contingencies
of $3.5 million expired which resulted in a $2.5 million (plus interest) labor
contingency payment and a $.4 million balance sheet guarantee payment made on
April 8, 1994 and January 6, 1994, respectively. As additional contingent
payments are made, if any, the costs allocated to the noncurrent assets will be
increased proportionately. 

The following unaudited pro forma consolidated financial information combines
the results of Cadmus Journal Services as if they had been acquired as of the
beginning of the periods presented. Fiscal 1994 results include the $1.9 million
restructuring charge ($1.1 million after tax or $.19 per share) and both periods
presented include the impact of the following adjustments: depreciation of the
assets acquired based on


                                                                            27

<PAGE>

their fair values, elimination of Waverly, Inc. corporate overhead allocation,
savings due to consolidation and elimination of duplicative services, interest
expense on debt used to fund the purchase, and the related income tax effect of
these adjustments.


<TABLE>
<CAPTION>
                                                                        Years Ended June 30,
(UNAUDITED)                                                             1994            1993
<S>                                                                     <C>             <C>
Net sales                                                               $264,781        $248,553
Income before cumulative effect of changes in accounting principles        5,872           6,402
Net income                                                                 6,273           6,402
Earnings per share:
  Income before cumulative effect of changes in accounting principles
                                                                             .96            1.07
  Net income                                                                1.03            1.07
</TABLE>

The pro forma financial information is not necessarily indicative of what
actually would have occurred if the acquisition occurred at the beginning of the
periods presenTed, nor is it intended to be indicative of future operating
results.

4. INVENTORIES

Inventories for the years ended June 30, 1994 and 1993 consist of the following:

<TABLE>
<CAPTION>

                            1994            1993
<S>                         <C>             <C>
Raw materials and supplies  $  3,997        $  3,907
Work in process:
  Materials                    2,219           1,886
  Other manufacturing costs    3,623           2,509
Finished goods                 1,380           1,961
Inventories                 $ 11,219        $ 10,263
</TABLE>

The current cost of inventories exceeded the LIFO value of inventories by $1,578
and $1,925 at June 30, 1994 and 1993, respectively. During 1994, inventory
quantities were reduced resulting in liquidations of LIFO inventory quantities
carried at lower costs which prevailed in prior years as compared with the cost
of current purchases. The effect of the inventory reduction increased net income
by $210. There were no significant reductions of inventories in fiscal 1993 and
1992.


5. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment for the years ended June 30, 1994 and 1993
consist of the following: 

<TABLE>
<CAPTION>
                                    1994            1993
<S>                                 <C>             <C>
Land                                $  3,071        $  2,786
Buildings and improvements            34,496          31,986
Machinery, equipment and fixtures    110,145          94,107
Transportation equipment                 178             218
Total property, plant and equipment  147,890         129,097
Less: accumulated depreciation        70,818          63,114
Property, plant and equipment, net  $ 77,072        $ 65,983
</TABLE>

Commitments outstanding for the purchase of machinery, equipment and fixtures at
June 30, 1994 totaled $3,217. On June 30, 1994, the Company entered into an
agreement of purchase and sale for its Three Score property in Tucker, Georgia.
The terms of this agreement call for Three Score to sell its real property for
approximately $3.0 million and to enter into a 15 year lease consisting of
average annual payments of $350. 

The Company leases office, production and storage space and equipment under
various noncancellable operating leases. A number of leases contain renewal
options and some contain purchase options. Certain leases require the Company to
pay utilities, taxes and other operating expenses. 

Total rental expense charged to operations was $3,001, $1,951 and $1,522 in
1994, 1993 and 1992, respectively. Substantially all such rental expense
represented the minimum rental payments under operating leases. Future minimum
rental payments required under operating leases that have initial or remaining
noncancellable lease terms in excess of one year as of June 30, 1994 are as
follows: 1995 - $2,144; 1996 -$2,276; 1997 - $2,217; 1998 - $2,194; 1999 -
$2,098; thereafter -$4,945. 


6. INVESTMENT IN JOINT VENTURE

On March 31, 1993, Cadmus completed a joint venture arrangement with The Lanman
Companies, Inc. ("Lanman") whereby Cadmus invested $6,499 for a fifty percent
ownership interest in Central Florida Press, L.C. ("CFP") and Lanman
contributed the net assets of its


28

<PAGE>
subsidiary, Central Florida Press, for its fifty percent interest in CFP. This
investment is accounted for on an equity basis. Equity income from
unconsolidated joint venture totaled $330 and $76 for fiscal years 1994 and
1993, respectively. The excess of the Company's investment in joint venture of
$5.4 million is being amortized on a straight-line basis over 20 years. 


7. OTHER BALANCE SHEET INFORMATION

Accrued expenses-other includes $3,467 and $1,822 of deferred revenue at June
30, 1994 and 1993, respectively. Other long-term liabilities consists
principally of amounts recorded under deferred compensation arrangements with
certain executive officers and other employees and amounts recorded under the
pension and other postretirement benefit plans (see Notes 10 and 11).

8. DEBT

Debt at June 30, 1994 and 1993 consists of the following:


<TABLE>
<CAPTION>
                                                                   1994            1993
<S>                                                                <C>            <C>
Long-term debt
  Senior unsecured notes, 9.76%, due 2000                          $13,400        $15,600
  Senior unsecured notes, 6.74%, due 2003                           40,000
  Term loans, variable rate                                                        12,500
  Unsecured revolving bank credit, variable rate                                   11,000
  Tax-exempt industrial development bonds and notes, variable rate
    due in varying amounts to 2011                                   4,532          6,558
  Various mortgage and other notes                                     508            825
Total long-term debt                                                58,440         46,483
Less: current maturities                                             2,318          3,234
Long-term debt                                                     $56,122        $43,249
</TABLE>

The Company periodically enters into interest rate swap agreements to moderate
its exposure to interest rate changes and to lower the overall cost of
borrowing. A roll-forward of interest rate swap activity follows:


<TABLE>
<CAPTION>
                                            Paid Fixed,                                Paid Floating,
                                        Received Floating                             Received Fixed
Notional value:                1994           1993           1992           1994           1993       1992
<S>                           <C>             <C>            <C>            <C>            <C>        <C>
Beginning balance             $10,000         $10,000        $10,000        $     0        $ 0        $ 0
New contracts                                                                35,000
Expired contracts                (875)
Ending balance                $ 9,125         $10,000        $10,000        $35,000        $ 0        $ 0
</TABLE>

A summary of notional amounts follows:

<TABLE>
<CAPTION>

                                                                                                      Weighted Average
                                                  Aggregate Notional Value                              Interest Rates
Type of swap:                  1994          1995           1996           1997         1998          Paid       Received
<S>                           <C>           <C>           <C>           <C>           <C>           <C>           <C>
Paid fixed, received floating $ 9,125       $ 7,375       $     0       $     0       $     0        8.340%        4.500%
Paid floating, received fixed $35,000       $35,000       $35,000       $35,000       $35,000        5.125%        5.265%
</TABLE>

Hedging activities increased interest expense by $493, $494 and $333 in 1994,
1993 and 1992, respectively. 

The Company completed placement of $40 million in senior notes with two
insurance companies on December 23, 1993. The placement has a fixed interest
rate of 6.74% with an average life of 8.1 years and is due in 2003. The proceeds
of this placement were used to fund the acquisition of Cadmus Journal Services
and to refinance approximately $20 million of revolving bank credit and term
loans.

The Company also entered into a fixed-to-floating interest rate swap agreement
with a notional value of $35 million to convert that amount of the 2003 senior
notes to floating rate debt. This swap has an initial term of three years which
is renewable at the bank's option for an additional two years. Under the terms
of this agreement, the Company makes payments at variable rates which are based
on six-month LIBOR and receives payments at a fixed interest rate of 5.265%. The
net interest paid or received is included in interest expense. The Company is
exposed to credit loss in the event of nonperformance by the other parties to
the interest swap agreement. The agreements are with major financial
institutions which are expected to fully perform under the terms of the
agreements thereby mitigating the credit risk from the transactions. The
variable rate at June 30, 1994 was 5.125%. 

During 1994, the Company entered into agreements for revolving credit facilities
aggregating $25 million with its four major banks, replacing the former lines of
credit. These new unsecured, committed lines of credit have a three-year term
expiring in February 1997, at which time


                                                                 29
<PAGE>

any loans outstanding under the facility convert to term loans with a two-year
maturity. The Company has the following interest rate options: (i) adjusted CD
rate or (ii) adjusted LIBOR. These agreements also require commitment fees of 
1/4 to 1/2 percent per annum on any unused portion of the lines of credit.

To fix the rate on $10 million of the variable rate term loans discussed above,
Cadmus entered into interest rate swap agreements in 1990 which expire in
December 1995. The swap agreements effectively converted these variable rate
borrowings into fixed rate obligations with a fixed rate of 9.01%. Under the
terms of these agreements, the Company makes payments at a fixed interest rate
of 8.34% and receives payments at variable rates which are based on LIBOR. The
net interest paid or received is included in interest expense. In 1994, Cadmus
repaid the balance of term loans and has utilized these swap agreements as a
hedge against the $35 million floating rate swap mentioned above. At June 30,
1994, the fair value of this contract was ($264). The $9.1 million notional
value of the swap contracts does not represent exposure to credit loss. In the
event of default by the counterparties, the risk, if any, in these transactions
is the cost of replacing the swap agreement at current market rates. The Company
continually monitors its positions and the credit rating of its counterparties
and limits the amount of agreements it enters into with any one party.
Management does not anticipate nonperformance by the counterparties; however, if
incurred, any such loss would be immaterial.

Under the terms of the various debt instruments, approximately $37 million of
the retained earnings at June 30, 1994, is not available for payment of cash
dividends. 

Maturities of long-term debt for the five years ending June 30, 1999, are as

follows: 1995 - $2,321; 1996 - $2,293; 1997 - $3,589; 1998 - $5,164; 1999 -
$6,940. The book value of all encumbered properties as of June 30, 1994, totaled
$720. 

The Company incurred interest of $4,814, $3,683 and $3,835 for the years 1994,
1993 and 1992, respectively, of which $1, $450 and $587 were capitalized.
Interest paid, net of amounts capitalized, totaled $4,789, $3,193 and $3,293 for
the years ended 1994, 1993 and 1992, respectively. 


9. INCOME TAXES

Effective July 1, 1993, the Company adopted SFAS No. 109, "Accounting 
for Income Taxes." SFAS No. 109 requires the liability method of
accounting for deferred income taxes, whereby enacted statutory tax rates are
applied to the differences between the financial reporting and tax bases of
assets and liabilities. The cumulative effect of the change in accounting
principle was a reduction in the deferred income tax liability and a
corresponding increase in net income of $933 in the first quarter of 1994. Under
the provisions of SFAS 109, the Company elected not to restate prior years'
consolidated financial statements. 

A summary of income tax expense (benefit) included in the Consolidated
Statements of Income follows:

                    1994          1993          1992
Current
  Federal         $2,313        $2,365        $2,420
  State              360           230           152
                   2,673         2,595         2,572
Deferred
  Federal            133           288           (33)
  State              320            64             8
                     453           352           (25)
Income taxes      $3,126        $2,947        $2,547

Cash paid for income taxes totaled $3,000, $2,305 and $3,387 for 1994, 1993 and
1992, respectively. The sources of temporary timing differences resulting in
deferred income taxes and the tax effect of each were as follows:

                                 1994          1993            1992
Depreciation                    $ 732         $ 397         $   132
Disposition of inventory          116           285
Retirement plans                  206          (220)           (204)
Vacation pay                      108           (90)           (100)
Allowance for doubtful accounts   249            75             216
Restructuring reserve            (760)
Other                            (198)          (95)            (69)
                                $ 453         $ 352         $   (25)

30

<PAGE>

The amounts of income tax expense differ from the amounts obtained by
application of the statutory U.S. rates to income before income taxes for the
reasons shown in the following:

<TABLE>
<CAPTION>
                                                 1994           1993           1992
<S>                                            <C>            <C>            <C>

Computed at statutory U.S. rate                $2,697         $2,542         $2,192
State income taxes, net of federal tax benefit    449            194            125
Goodwill amortization                             242            227            175
Other                                            (262)           (16)            55
Income taxes                                   $3,126         $2,947         $2,547
</TABLE>

The net current and non-current components of deferred income taxes recognized
in the balance sheet at June 30, 1994, are as follows: net current assets of
$1,227, and net non-current liabilities of $2,922, resulting in a net liability
of $1,695.

The Company has state net operating loss carryforwards aggregating approximately
$11.7 million which expire during fiscal years 2004 to 2009. A valuation
allowance of $237 has been established for state net operating loss benefits
that are not expected to be realized. The valuation allowance decreased by $137
from the beginning of the year. 

The tax effects of the significant temporary differences which comprise the
deferred tax assets and liabilities at June 30, 1994, reflecting the adoption
of SFAS Nos. 106 and 109 are as follows:

Assets
  Allowance for doubtful accounts        $  512
  Inventory                                 137
  Employee benefits                       2,604
  Restructuring reserve                     760
  State net operating loss carryforwards    465
  Charitable contribution carryover         219
Gross deferred tax assets                $4,697
Liabilities
  Property, plant and equipment          $5,908
  Intangible assets                         179
  Other                                      68
Gross deferred tax liabilities            6,155
Less: Valuation allowance                   237
Net liability                            $1,695

10. RETIREMENT PLANS

Retirement benefits are provided to substantially all employees principally
through a noncontributory, defined benefit pension plan ("Core Plan") and a
thrift savings plan. The Core Plan is a defined benefit plan and benefits are
based on the plan provisions relating to employees' compensation and years of
service. Assets under the plans consist of marketable securities and are held
in trust funds managed by independent investment advisors. These plans are
qualified plans under the Internal Revenue Code. The policy of the Company is
to fund the Core plan at amounts not less than the minimum requirements of the
Employee Retirement Income Security Act of 1974. A supplementary non-qualified,
non-funded, pension plan ("Supplemental Plan") for certain officers is also
maintained and is being provided for by charges to earnings sufficient to meet
the projected benefit obligation. The pension cost for this plan is based on
substantially the same actuarial assumptions as those used for the Core Plan. 

The components of net pension costs follow:

<TABLE>
<CAPTION>
                                                              Core Plan                              Supplemental Plan

                                                 1994            1993             1992         1994        1993        1992
<S>                                           <C>             <C>             <C>              <C>         <C>         <C>
Present value of benefits earned              $ 1,056         $ 1,129         $  1,110         $ 80        $116        $107
Interest cost on plan liabilities               1,419           1,480            1,374          237         272         253
Return on plan assets:
  Actual                                          (14)         (1,578)          (2,415)
  Deferred                                     (1,921)           (464)             570
Amortization of transition (asset) obligation    (215)           (188)            (173)          37          53          53
Net pension costs                             $   325         $   379         $    466         $354        $441        $413
</TABLE>

                                                           31

<PAGE>

  The actuarial assumptions used in determining net pension cost and the 
related benefit obligation were as follows:

                                        1994         1993         1992
Discount rate for liabilities            8.5%         8.0%         9.0%
Discount rate for expenses               8.5          9.0          9.0
Rate of increase in compensation         4.5          6.0          6.0
Long-term rate of return on plan assets  9.0         10.0         10.0


A summary of the funded status of the pension plans at June 30, 1994 and 
1993 follows:

<TABLE>
<CAPTION>
                                                               Core Plan                     Supplemental Plan
                                                          1994           1993               1994             1993
<S>                                                      <C>             <C>             <C>               <C>
Plan assets at market value                              $21,318         $21,732         $       *         $     *
Actuarial present value of benefit obligations:
  Vested                                                  16,078          13,268             2,384           2,249
  Non-vested                                                 420             332               525             649
      Accrued benefit obligation                          16,498          13,600             2,909           2,898
Adjustment for future salary increases                     3,240           4,366               695             144
      Projected benefit obligation                        19,738          17,966             3,604           3,042
(Excess) deficiency of plan assets over plan liabilities  (1,580)         (3,766)            3,604           3,042
Unrecognized transition asset (obligation)                 2,629           2,714              (903)           (933)
Adjustment required to reflect minimum liability                                               134
Unrecognized gains                                           917           2,693                33             436
Accrued pension costs                                    $ 1,966         $ 1,641         $   2,868         $ 2,545
</TABLE>

*The Supplemental Plan is technically a non-funded plan; however, the Company
has acquired life insurance contracts ($13,888 and $12,779 face amount at 
June 30, 1994 and 1993, respectively) intended to be adequate to fund future
benefits. The cash surrender value of these contracts, net of policy loans, 
was $3,638 and $3,251 at June 30, 1994 and 1993, respectively, and is included 
in other assets in the Consolidated Balance Sheets. 

Because of the Core Plan's over-funded status, no contributions were made in
1994, 1993 or 1992. 

The thrift savings plan enables employees to save a portion of their earnings on
a tax-deferred basis and also provides for matching contributions from the
Company for a portion of the employees' savings. Additionally, the plan provides
for individual subsidiary companies to make profit sharing contributions. The
Company's expense under this plan was $1,148, $1,001 and $980 for 1994, 1993 and
1992, respectively. 


11. OTHER POSTRETIREMENT BENEFITS

All employees of the Company are eligible for retiree medical coverage if they
retire on or after attaining age 55 with ten or more years of service. Benefits
differ depending upon the date of retirement. For those employees who retired
prior to April 1, 1988, and are under 65, coverage is available at a cost to
the retiree equal to the cost to Cadmus for an active employee less the fixed
company subsidy. Once employees in this group have reached 65, coverage is
available at a cost to the retiree equal to the cost to Cadmus for a post-65
retiree less the fixed company subsidy. 

For those employees who retired on or after April 1, 1988 but before January 1,
1994, coverage is available until the earlier of the death of the retiree or
attainment of age 65. The retiree contributes the full active rate. Upon
reaching 65, coverage under the Cadmus plan ceases and the retiree becomes
covered by Medicare. For those employees who retire on or after January 1, 1994,
coverage is available until the earlier of the death of the retiree, or
attainment of age 65. The retiree contributes the full retiree rate, which is
equal to the cost to Cadmus for a pre-65 retired employee. Upon reaching 65,
coverage under the Cadmus plan ceases and the retiree becomes covered by
Medicare.

Effective July 1, 1993, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 106, "Employers' Accounting for Postretirement Benefits
Other than Pensions." SFAS No. 106 requires recognition of the cost of
postretirement benefits during the employees' service periods. Previously, such
expenses were accounted for on a cash basis. The Company elected to immediately
recognize the liability for prior years' service as the cumulative effect of a
change in accounting principle. Accordingly, in the first quarter of 1994,
Cadmus recorded an accumulated postretirement benefit obligation and a
corresponding charge to net income of $887 and a noncurrent deferred income tax
benefit of $355, resulting in an after-tax charge of $532. This is an unfunded
plan. 


The accumulated postretirement benefit obligation (APBO) of $938 existing at
July 1, 1993 consisted of: retirees and beneficiaries of $544, spouses of
retirees of $197, and active eligible employees of $197.

32

<PAGE>

The net periodic postretirement benefit cost for the fiscal year ending June 30,
1994 was $69, consisting solely of interest costs. The discount rate used in
determining the APBO was 8%. A 13% rate of increase in the per capita cost of
covered health care benefits was assumed for 1994, with the rates gradually
decreasing to 5.5% in the year 2003 and remaining level thereafter. A one
percentage-point increase in the assumed health care cost trend rates would
increase the APBO approximately 2.4% or $22. 


12. SHAREHOLDERS' EQUITY

Shareholders' equity consists of the following:

<TABLE>
<CAPTION>
                                                         Common Stock
                                          ($.50 PAR VALUE;16,000 SHARES AUTHORIZED)        Capital in Excess      Retained
                                                Shares         Amount                      of Par Value           Earnings
<S>                                              <C>           <C>                           <C>                  <C>
Balance - June 30, 1991                          5,975         $2,987                        $11,796              $ 30,082
Net income                                                                                                           3,901
Cash dividends-$.20 per share                                                                                       (1,195)
Balance - June 30, 1992                          5,975          2,987                         11,796                32,788
Net income                                                                                                           4,533
Cash dividends-$.20 per share                                                                                       (1,196)
Shares repurchased                                 (27)           (13)                          (202)
Balance - June 30, 1993                          5,948          2,974                         11,594                36,125
Net income                                                                                                           5,208
Cash dividends-$.20 per share                                                                                       (1,192)
Net shares issued upon exercise of stock options    36             18                            202
Balance - June 30, 1994                          5,984         $2,992                        $11,796              $ 40,141
</TABLE>

On February 1, 1989, as part of a shareholder rights plan, the Board of
Directors declared a dividend distribution of one preferred share purchase right
for each outstanding share of common stock. Each right entitles the shareholder
to buy one unit (one one-thousandth of a share) of Series A Preferred Stock at a
purchase price of $45 per share, subject to adjustment. The rights will become
exercisable initially only if a person or group acquires or announces a tender
offer for 20% or more of Cadmus common stock ("Acquiring Person"), at which time
each right will be exercisable to purchase one unit of Series A Preferred at the
purchase price. At any time after a person becomes an Acquiring Person, Cadmus
may issue a share of common stock in exchange for each right other than those
held by the Acquiring Person. If an Acquiring Person acquires 30% or more of
Cadmus common stock or an Acquiring Person merges into or combines with Cadmus,
each right will entitle the holder, other than the Acquiring Person, upon
payment of the purchase price, to acquire Series A Preferred or, at the option
of Cadmus, common stock, having a market value equal to twice the purchase
price. If Cadmus is acquired in a merger or other business combination in which
it does not survive or if 50% of its earnings power is sold, each right will
entitle the holder, other than the Acquiring Person, to purchase securities of
the surviving company having a market value equal to twice the purchase price.
Unless redeemed earlier, the rights expire on February 13, 1999. The rights may
be redeemed by the Board of Directors at any time prior to the tenth day after a
person becomes an Acquiring Person, subject to the Board of Directors' ability
to extend or reinstate the redemption period under certain circumstances. The
rights may have certain antitakeover effects. An Acquiring Person will
experience substantial dilution under certain circumstances. However, the rights
should not interfere with any merger or other business combination approved by
the Board of Directors because the rights are generally redeemable at the
discretion of the Board. 

The Board of Directors has authorized the purchase of up to 200 shares of Cadmus
stock from time to time on the open market. The shares, if and when purchased,
may be used for the funding of employee benefit plans. As of June 30, 1994, 131
shares had been repurchased and retired under this authorization. 

In addition to its common stock, Cadmus authorized capital includes 1,000 shares
of preferred stock ($1.00 par), issuable in series, of which 100 shares are
designated as Series A Preferred. 


13. STOCK OPTIONS Under the Cadmus stock option plans, selected employees may
be granted options to purchase the Company's common stock at prices equal to the
fair market value of the stock at the date the options are granted. There are no
charges to earnings resulting from the plan.



                                                                    33

<PAGE>

 The following is a summary of changes in options outstanding:

<TABLE>
<CAPTION>
                                             Number of Shares         Option Price Per Share        Option Price Total
<S>                                          <C>                      <C>                           <C>
Outstanding and exercisable at June 30, 1991              515                $4.60 to $28.00                   $ 6,442
Granted                                                    25                $6.38 to $ 9.75                       176
Lapsed or canceled                                       (106)               $6.38 to $27.63                    (1,392)
Outstanding and exercisable at June 30, 1992              434                $4.60 to $28.00                     5,226
Granted                                                   133                $9.00 to $10.63                     1,210
Lapsed or canceled                                        (97)               $9.00 to $27.63                    (1,847)
Outstanding and exercisable at June 30, 1993              470                $4.60 to $28.00                     4,589
Exercised                                                 (43)               $4.60 to $ 9.75                      (301)
Granted                                                   117                $9.45 to $14.13                     1,144
Lapsed or canceled                                        (91)               $9.50 to $12.38                    (1,067)
OUTSTANDING AND EXERCISABLE AT JUNE 30, 1994              453                $6.38 TO $28.00                   $ 4,365
</TABLE>

At June 30, 1994, 769 shares of authorized but unissued common stock were
reserved for issuance upon exercise of options granted or grantable under the
plans. Options are exercisable under the plans for periods of five to ten years
from the date of grant. 


14. CONCENTRATIONS OF CREDIT RISK

Financial instruments that potentially subject the Company to credit risk
consist principally of trade receivables (primarily customers in the
publishing, retail store and advertising industries) for which collateral is
generally not required. The Company carefully monitors the extension of credit,
including the amount due from any one customer. 


15. SUPPLEMENTAL CASH FLOW INFORMATION

The principal noncash investing and financing activities excluded from the
consolidated statement of cash flows for the year ended June 30, 1993 are the
$1,500 assumption of liabilities in connection with one of the Company's
acquisitions and the receipt of a $350 note receivable in exchange for certain
assets. There were no noncash investing or financing activities in fiscal 1994.



16. ROYALTY COMMITMENTS

On March 1, 1994, the Company entered into a three-year royalty agreement with
National Football League Properties, Inc. ("NFLP") for manufacturing,
publishing, and distributing a sports publication with minimum annual
guaranteed royalty payments averaging $550. 


17. CONTINGENCIES

The Company is a party to various legal actions which are ordinary and
incidental to its business. While the outcome of legal actions cannot be
predicted with certainty, the Company believes the outcome of any of these
proceedings, or all of them combined, will not have a materially adverse effect
on its consolidated financial position or results of operations. 



CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Board of Directors, Cadmus Communications
Corporation: 

We have audited the accompanying consolidated balance sheets of Cadmus
Communications Corporation and Subsidiaries ("Cadmus") as of June 30, 1994 and
1993, and the related consolidated statements of income and cash flows for each
of the three years in the period ended June 30, 1994. These financial statements
are the responsibility of the Company'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 consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Cadmus
as of June 30, 1994 and 1993, and the consolidated results of their operations
and their cash flows for each of the three years in the period ended June 30,
1994 in conformity with generally accepted accounting principles. 

As discussed in Notes 9 and 11 to the consolidated financial statements,
effective as of the beginning of 1994, Cadmus changed its method of accounting
for income taxes to conform with Statement of Financial Accounting Standards
No. 109 and its method of accounting for postretirement benefits other than
pensions to conform with Statement of Financial Accounting Standards No. 106. 



                                (Signature of Coopers & Lybrand L.L.P.)
Richmond, Virginia              COOPERS & LYBRAND L.L.P. 
August 2, 1994

34





                                                                    EXHIBIT 22

                          SUBSIDIARIES OF THE REGISTRANT


The William Byrd Press, Incorporated, incorporated under the laws of Virginia;

Washburn  Graphics, Inc., incorporated under the laws of North Carolina;

American Graphics, Inc., incorporated under the laws of Georgia;

Cadmus Direct Marketing, Inc., incorporated under the laws of North Carolina;

Expert Graphics, Inc., incorporated under the laws of Virginia;

Garamond/Pridemark Press, Inc., incorporated under the laws of Maryland;

Three Score, Inc., incorporated under the laws of Georgia;

Vaughan Printers, Incorporated, incorporated under the laws of Florida;

Cadmus Investment Corporation, incorporated under the laws of Delaware;

Cadmus Color Center, Inc., incorporated under the laws of Virginia;

Tuff Stuff Publications, Inc., incorporated under the laws of Virginia;

Cadmus Marketing, Inc., incorporated under the laws of Virginia;

Marblehead Communications, Inc., incorporated under the laws of Delaware;

VSUB Holding Company, incorporated under the laws of Virginia; and

Cadmus Journal Services, Inc., incorporated under the laws of Virginia.



                                                                     EXHIBIT 23





                       Consent of Independent Accountants

We consent to the incorporation by reference in the Post-Effective Amendment No.
2 on Form S-8 to the registration statement of Cadmus Communications Corporation
(File No. 2-90742) and the registration statement of Cadmus Communications
Corporation on Form S-8, as filed with the SEC on November 18, 1986, and the
registration statement of Cadmus Communications Corporation on Form S-8 (File
No. 33-87690), of our report dated August 2, 1994 on our audits of the
consolidated financial statements and financial statement schedules of Cadmus
Communications Corporation and Subsidiaries as of June 30, 1994 and 1993, and
for the years ended June 30, 1994, 1993 and 1992, which report is included in
this Annual Report on Form 10-K.


                                               Coopers & Lybrand L.L.P.

Richmond, Virginia
August 2, 1994



                                                              Exhibit 24




                        POWER OF ATTORNEY



          I, David E. Bosher, do hereby constitute and appoint
Wallace Stettinius, C. Stephenson Gillispie, Jr. and Bruce V.
Thomas, my true and lawful attorneys-in-fact, any of whom acting
singly is hereby authorized for me and in my name and on my behalf
as a director and/or officer of Cadmus Communications Corporation
("Cadmus"), to act and to execute any and all instruments as such
attorneys or attorney deem necessary or advisable to enable Cadmus
to comply with the Securities Exchange Act of 1934, and any rules,
regulations, policies or requirements of the Securities and
Exchange Commission (the "Commission") in respect thereof, in
connection with the preparation and filing with the Commission of
Cadmus' Annual Report on Form 10-K for the fiscal year ended
June 30, 1994, and any and all amendments to such Report, together
with such other supplements, statements, instruments and documents
as such attorneys or attorney deem necessary or appropriate.

          I do hereby ratify and confirm all my said attorneys or
attorney shall do or cause to be done by the virtue hereof.

          WITNESS the execution hereof this 25th day of July, 1994.

                              /s/ David E. Bosher         (SEAL)


<PAGE>



                        POWER OF ATTORNEY



          I, Robert I. Dalton, Jr., do hereby constitute and
appoint Wallace Stettinius, C. Stephenson Gillispie, Jr., David E.
Bosher and Bruce V. Thomas, my true and lawful attorneys-in-fact,
any of whom acting singly is hereby authorized for me and in my
name and on my behalf as a director and/or officer of Cadmus
Communications Corporation ("Cadmus"), to act and to execute any
and all instruments as such attorneys or attorney deem necessary
or advisable to enable Cadmus to comply with the Securities
Exchange Act of 1934, and any rules, regulations, policies or
requirements of the Securities and Exchange Commission (the
"Commission") in respect thereof, in connection with the
preparation and filing with the Commission of Cadmus' Annual
Report on Form 10-K for the fiscal year ended June 30, 1994, and
any and all amendments to such Report, together with such other
supplements, statements, instruments and documents as such
attorneys or attorney deem necessary or appropriate.

          I do hereby ratify and confirm all my said attorneys or
attorney shall do or cause to be done by the virtue hereof.

          WITNESS the execution hereof this 25th day of July, 1994.

                                /s/ Robert I. Dalton, Jr.  (SEAL)


<PAGE>




                        POWER OF ATTORNEY



          I, Bruce V. Thomas, do hereby constitute and appoint
Wallace Stettinius, C. Stephenson Gillispie, Jr. and David E.
Bosher, my true and lawful attorneys-in-fact, any of whom acting
singly is hereby authorized for me and in my name and on my behalf
as a director and/or officer of Cadmus Communications Corporation
("Cadmus"), to act and to execute any and all instruments as such
attorneys or attorney deem necessary or advisable to enable Cadmus
to comply with the Securities Exchange Act of 1934, and any rules,
regulations, policies or requirements of the Securities and
Exchange Commission (the "Commission") in respect thereof, in
connection with the preparation and filing with the Commission of
Cadmus' Annual Report on Form 10-K for the fiscal year ended
June 30, 1994, and any and all amendments to such Report, together
with such other supplements, statements, instruments and documents
as such attorneys or attorney deem necessary or appropriate.

          I do hereby ratify and confirm all my said attorneys or
attorney shall do or cause to be done by the virtue hereof.

          WITNESS the execution hereof this 22nd day of July, 1994.

                                /s/ Bruce V. Thomas       (SEAL)
                                
<PAGE>

                        POWER OF ATTORNEY



          I, Lee P. Dudley, do hereby constitute and appoint
Wallace Stettinius, C. Stephenson Gillispie, Jr., David E. Bosher
and Bruce V. Thomas, my true and lawful attorneys-in-fact, any of
whom acting singly is hereby authorized for me and in my name and
on my behalf as a director and/or officer of Cadmus Communications
Corporation ("Cadmus"), to act and to execute any and all
instruments as such attorneys or attorney deem necessary or
advisable to enable Cadmus to comply with the Securities Exchange
Act of 1934, and any rules, regulations, policies or requirements
of the Securities and Exchange Commission (the "Commission") in
respect thereof, in connection with the preparation and filing
with the Commission of Cadmus' Annual Report on Form 10-K for the
fiscal year ended June 30, 1994, and any and all amendments to
such Report, together with such other supplements, statements,
instruments and documents as such attorneys or attorney deem
necessary or appropriate.

          I do hereby ratify and confirm all my said attorneys or
attorney shall do or cause to be done by the virtue hereof.

          WITNESS the execution hereof this 31st day of August,
1994.

                               /s/ Lee P. Dudley       (SEAL)

<PAGE>




                        POWER OF ATTORNEY



          I, Price H. Gwynn, III, do hereby constitute and appoint
Wallace Stettinius, C. Stephenson Gillispie, Jr., David E. Bosher
and Bruce V. Thomas, my true and lawful attorneys-in-fact, any of
whom acting singly is hereby authorized for me and in my name and
on my behalf as a director and/or officer of Cadmus Communications
Corporation ("Cadmus"), to act and to execute any and all
instruments as such attorneys or attorney deem necessary or
advisable to enable Cadmus to comply with the Securities Exchange
Act of 1934, and any rules, regulations, policies or requirements
of the Securities and Exchange Commission (the "Commission") in
respect thereof, in connection with the preparation and filing
with the Commission of Cadmus' Annual Report on Form 10-K for the
fiscal year ended June 30, 1994, and any and all amendments to
such Report, together with such other supplements, statements,
instruments and documents as such attorneys or attorney deem
necessary or appropriate.

          I do hereby ratify and confirm all my said attorneys or
attorney shall do or cause to be done by the virtue hereof.

          WITNESS the execution hereof this 21st day of July, 1994.

                                 /s/ Price H. Gwynn, III   (SEAL)

<PAGE>




                        POWER OF ATTORNEY



          I, Frank G. Louthan, Jr., do hereby constitute and
appoint Wallace Stettinius, C. Stephenson Gillispie, David E.
Bosher and Bruce V. Thomas, my true and lawful attorneys-in-fact,
any of whom acting singly is hereby authorized for me and in my
name and on my behalf as a director and/or officer of Cadmus
Communications Corporation ("Cadmus"), to act and to execute any
and all instruments as such attorneys or attorney deem necessary
or advisable to enable Cadmus to comply with the Securities
Exchange Act of 1934, and any rules, regulations, policies or
requirements of the Securities and Exchange Commission (the
"Commission") in respect thereof, in connection with the
preparation and filing with the Commission of Cadmus' Annual
Report on Form 10-K for the fiscal year ended June 30, 1994, and
any and all amendments to such Report, together with such other
supplements, statements, instruments and documents as such
attorneys or attorney deem necessary or appropriate.

          I do hereby ratify and confirm all my said attorneys or
attorney shall do or cause to be done by the virtue hereof.

          WITNESS the execution hereof this 23rd day of July, 1994.

                              /s/ Frank G. Louthan, Jr.   (SEAL)

<PAGE>




                        POWER OF ATTORNEY



          I, John D. Munford, II, do hereby constitute and appoint
Wallace Stettinius, C. Stephenson Gillispie, Jr., David E. Bosher
and Bruce V. Thomas, my true and lawful attorneys-in-fact, any of
whom acting singly is hereby authorized for me and in my name and
on my behalf as a director and/or officer of Cadmus Communications
Corporation ("Cadmus"), to act and to execute any and all
instruments as such attorneys or attorney deem necessary or
advisable to enable Cadmus to comply with the Securities Exchange
Act of 1934, and any rules, regulations, policies or requirements
of the Securities and Exchange Commission (the "Commission") in
respect thereof, in connection with the preparation and filing
with the Commission of Cadmus' Annual Report on Form 10-K for the
fiscal year ended June 30, 1994, and any and all amendments to
such Report, together with such other supplements, statements,
instruments and documents as such attorneys or attorney deem
necessary or appropriate.

          I do hereby ratify and confirm all my said attorneys or
attorney shall do or cause to be done by the virtue hereof.

          WITNESS the execution hereof this 25th day of July, 1994.

                               /s/ John D. Munford, II     (SEAL)

<PAGE>




                        POWER OF ATTORNEY



          I, John C. Purnell, Jr., do hereby constitute and
appoint Wallace Stettinius, C. Stephenson Gillispie, Jr., David E.
Bosher and Bruce V. Thomas, my true and lawful attorneys-in-fact,
any of whom acting singly is hereby authorized for me and in my
name and on my behalf as a director and/or officer of Cadmus
Communications Corporation ("Cadmus"), to act and to execute any
and all instruments as such attorneys or attorney deem necessary
or advisable to enable Cadmus to comply with the Securities
Exchange Act of 1934, and any rules, regulations, policies or
requirements of the Securities and Exchange Commission (the
"Commission") in respect thereof, in connection with the
preparation and filing with the Commission of Cadmus' Annual
Report on Form 10-K for the fiscal year ended June 30, 1994, and
any and all amendments to such Report, together with such other
supplements, statements, instruments and documents as such
attorneys or attorney deem necessary or appropriate.

          I do hereby ratify and confirm all my said attorneys or
attorney shall do or cause to be done by the virtue hereof.

          WITNESS the execution hereof this 26th day of July, 1994.

                               /s/ John C. Purnell, Jr. (SEAL)

<PAGE>




                        POWER OF ATTORNEY



          I, Russell M. Robinson, II, do hereby constitute and
appoint Wallace Stettinius, C. Stephenson Gillispie, Jr., David E.
Bosher and Bruce V. Thomas, my true and lawful attorneys-in-fact,
any of whom acting singly is hereby authorized for me and in my
name and on my behalf as a director and/or officer of Cadmus
Communications Corporation ("Cadmus"), to act and to execute any
and all instruments as such attorneys or attorney deem necessary
or advisable to enable Cadmus to comply with the Securities
Exchange Act of 1934, and any rules, regulations, policies or
requirements of the Securities and Exchange Commission (the
"Commission") in respect thereof, in connection with the
preparation and filing with the Commission of Cadmus' Annual
Report on Form 10-K for the fiscal year ended June 30, 1994, and
any and all amendments to such Report, together with such other
supplements, statements, instruments and documents as such
attorneys or attorney deem necessary or appropriate.

          I do hereby ratify and confirm all my said attorneys or
attorney shall do or cause to be done by the virtue hereof.

          WITNESS the execution hereof this 22nd day of July, 1994.

                              /s/ Russell M. Robinson, II (SEAL)

<PAGE>




                        POWER OF ATTORNEY



          I, Wallace Stettinius, do hereby constitute and appoint
C. Stephenson Gillispie, Jr., David E. Bosher and Bruce V. Thomas,
my true and lawful attorneys-in-fact, any of whom acting singly is
hereby authorized for me and in my name and on my behalf as a
director and/or officer of Cadmus Communications Corporation
("Cadmus"), to act and to execute any and all instruments as such
attorneys or attorney deem necessary or advisable to enable Cadmus
to comply with the Securities Exchange Act of 1934, and any rules,
regulations, policies or requirements of the Securities and
Exchange Commission (the "Commission") in respect thereof, in
connection with the preparation and filing with the Commission of
Cadmus' Annual Report on Form 10-K for the fiscal year ended
June 30, 1994, and any and all amendments to such Report, together
with such other supplements, statements, instruments and documents
as such attorneys or attorney deem necessary or appropriate.

          I do hereby ratify and confirm all my said attorneys or
attorney shall do or cause to be done by the virtue hereof.

          WITNESS the execution hereof this 20th day of July, 1994.

                              /s/ Wallace Stettinius       (SEAL)

<PAGE>






                        POWER OF ATTORNEY



          I, Bruce A. Walker, do hereby constitute and appoint
Wallace Stettinius, C. Stephenson Gillispie, Jr., David E. Bosher
and Bruce V. Thomas, my true and lawful attorneys-in-fact, any of
whom acting singly is hereby authorized for me and in my name and
on my behalf as a director and/or officer of Cadmus Communications
Corporation ("Cadmus"), to act and to execute any and all
instruments as such attorneys or attorney deem necessary or
advisable to enable Cadmus to comply with the Securities Exchange
Act of 1934, and any rules, regulations, policies or requirements
of the Securities and Exchange Commission (the "Commission") in
respect thereof, in connection with the preparation and filing
with the Commission of Cadmus' Annual Report on Form 10-K for the
fiscal year ended June 30, 1994, and any and all amendments to
such Report, together with such other supplements, statements,
instruments and documents as such attorneys or attorney deem
necessary or appropriate.

          I do hereby ratify and confirm all my said attorneys or
attorney shall do or cause to be done by the virtue hereof.

          WITNESS the execution hereof this 7th day of July, 1994.

                              /s/ Bruce A. Walker           (SEAL)

<PAGE>




                        POWER OF ATTORNEY



          I, John W. Rosenblum, do hereby constitute and appoint
Wallace Stettinius, C. Stephenson Gillispie, Jr., David E. Bosher
and Bruce V. Thomas, my true and lawful attorneys-in-fact, any of
whom acting singly is hereby authorized for me and in my name and
on my behalf as a director and/or officer of Cadmus Communications
Corporation ("Cadmus"), to act and to execute any and all
instruments as such attorneys or attorney deem necessary or
advisable to enable Cadmus to comply with the Securities Exchange
Act of 1934, and any rules, regulations, policies or requirements
of the Securities and Exchange Commission (the "Commission") in
respect thereof, in connection with the preparation and filing
with the Commission of Cadmus' Annual Report on Form 10-K for the
fiscal year ended June 30, 1994, and any and all amendments to
such Report, together with such other supplements, statements,
instruments and documents as such attorneys or attorney deem
necessary or appropriate.

          I do hereby ratify and confirm all my said attorneys or
attorney shall do or cause to be done by the virtue hereof.

          WITNESS the execution hereof this 25th day of July, 1994.

                               /s/ John W. Rosenblum       (SEAL)

<PAGE>


                        POWER OF ATTORNEY



          I, C. Stephenson Gillispie, Jr., do hereby constitute
and appoint Wallace Stettinius, David E. Bosher and Bruce V.
Thomas, my true and lawful attorneys-in-fact, any of whom acting
singly is hereby authorized for me and in my name and on my behalf
as a director and/or officer of Cadmus Communications Corporation
("Cadmus"), to act and to execute any and all instruments as such
attorneys or attorney deem necessary or advisable to enable Cadmus
to comply with the Securities Exchange Act of 1934, and any rules,
regulations, policies or requirements of the Securities and
Exchange Commission (the "Commission") in respect thereof, in
connection with the preparation and filing with the Commission of
Cadmus' Annual Report on Form 10-K for the fiscal year ended
June 30, 1994, and any and all amendments to such Report, together
with such other supplements, statements, instruments and documents
as such attorneys or attorney deem necessary or appropriate.

          I do hereby ratify and confirm all my said attorneys or
attorney shall do or cause to be done by the virtue hereof.

          WITNESS the execution hereof this 23rd day of July, 1994.

                         /s/ C. Stephenson Gillispie, Jr. (SEAL)

<PAGE>


                        POWER OF ATTORNEY



          I, Michael Dinkins, do hereby constitute and appoint
Wallace Stettinius, David E. Bosher and Bruce V. Thomas, my true
and lawful attorneys-in-fact, any of whom acting singly is hereby
authorized for me and in my name and on my behalf as a director
and/or officer of Cadmus Communications Corporation ("Cadmus"), to
act and to execute any and all instruments as such attorneys or
attorney deem necessary or advisable to enable Cadmus to comply
with the Securities Exchange Act of 1934, and any rules,
regulations, policies or requirements of the Securities and
Exchange Commission (the "Commission") in respect thereof, in
connection with the preparation and filing with the Commission of
Cadmus' Annual Report on Form 10-K for the fiscal year ended
June 30, 1994, and any and all amendments to such Report, together
with such other supplements, statements, instruments and documents
as such attorneys or attorney deem necessary or appropriate.

          I do hereby ratify and confirm all my said attorneys or
attorney shall do or cause to be done by the virtue hereof.

          WITNESS the execution hereof this 21st day of July, 1994.

                         /s/ Michael Dinkins               (SEAL)

<PAGE>


                        POWER OF ATTORNEY



          I, John H. Phillips, do hereby constitute and appoint
Wallace Stettinius, David E. Bosher and Bruce V. Thomas, my true
and lawful attorneys-in-fact, any of whom acting singly is hereby
authorized for me and in my name and on my behalf as a director
and/or officer of Cadmus Communications Corporation ("Cadmus"), to
act and to execute any and all instruments as such attorneys or
attorney deem necessary or advisable to enable Cadmus to comply
with the Securities Exchange Act of 1934, and any rules,
regulations, policies or requirements of the Securities and
Exchange Commission (the "Commission") in respect thereof, in
connection with the preparation and filing with the Commission of
Cadmus' Annual Report on Form 10-K for the fiscal year ended
June 30, 1994, and any and all amendments to such Report, together
with such other supplements, statements, instruments and documents
as such attorneys or attorney deem necessary or appropriate.

          I do hereby ratify and confirm all my said attorneys or
attorney shall do or cause to be done by the virtue hereof.

          WITNESS the execution hereof this 15th day of August,
1994.
          
                           /s/ John H. Phillips            (SEAL)



<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000745274
<NAME> CADMUS COMMUNICATIONS CORP.
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          JUN-30-1994
<PERIOD-END>                               JUN-30-1994
<CASH>                                           3,855
<SECURITIES>                                         0
<RECEIVABLES>                                   46,261
<ALLOWANCES>                                     1,514
<INVENTORY>                                     11,219
<CURRENT-ASSETS>                                61,937
<PP&E>                                         147,890
<DEPRECIATION>                                  70,818
<TOTAL-ASSETS>                                 160,129
<CURRENT-LIABILITIES>                           38,581
<BONDS>                                         56,122
<COMMON>                                         2,992
                                0
                                          0
<OTHER-SE>                                      51,937
<TOTAL-LIABILITY-AND-EQUITY>                   160,129
<SALES>                                        247,730
<TOTAL-REVENUES>                               247,730
<CGS>                                          180,536
<TOTAL-COSTS>                                  180,536
<OTHER-EXPENSES>                                 2,072
<LOSS-PROVISION>                                   535
<INTEREST-EXPENSE>                               4,813
<INCOME-PRETAX>                                  7,933
<INCOME-TAX>                                     3,126
<INCOME-CONTINUING>                              4,807
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                          401
<NET-INCOME>                                     5,208
<EPS-PRIMARY>                                    $0.86
<EPS-DILUTED>                                    $0.84
        

</TABLE>


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