MERRILL CORP, 4, 1999-08-10

MERRILL CORP
4, 1999-08-10
COMMERCIAL PRINTING

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FORM 4

/ / Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
(Print or Type Responses)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF
CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940

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Name and Address of Reporting Person*

Issuer Name and Ticker or Trading Symbol

Relationship of Reporting Person(s) to Issuer (Check all applicable)

Castro

John

Merrill Corporation (MRLL)

X Director

X 10% Owner

(Last)

(First)

(Middle)

IRS or Social Security Number of Reporting Person (Voluntary)

Statement for Month/Year

X Officer
(give title below)

Other
(specify below)

One Merrill Circle

07/1999

President & CEO

(Street)

If Amendment, Date of Original (Month/Year)

Individual or Joint/Group Filing
(Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person

St. Paul

55108

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Title of Security
(Instr. 3)

Transaction Date

Transaction Code
(Instr. 8)

Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

Amount of Securities Beneficially Owned at End of Month

Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)

Nature of Indirect Beneficial Ownership
(Instr. 4)

(Month/ Day/ Year)

(Instr. 3 and 4)

Code

Amount

(A) or (D)

Price

Common Stock

7-1-99

27,600

$12.625

Common Stock

7-13-99

28,550

Common Stock

7-13-99

G(1)

2,300

1,904,566(2)

11,824(3)

By Spouse

7,000(3)

By Children

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.		(Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).		SEC 1474 (7-97)

POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

FORM 4 (Continued)

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1.	Title of Derivative Security (Instr. 3)	2.	Conversion or Exercise Price of Derivative Security	3.	Transaction Date (Month/Day/Year)	4.	Transaction Code (Instr. 8)		5.	Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6.	Date Exercisable and Expiration Date (Month/Day/Year)

							Code	V		(A)	(D)		Date Exercisable	Expiration Date

Employee Stock Option (Right to Buy)			$12.625(4)		7-1-99		M				27,600		(5)	5-20-02


7.	Title and Amount of Underlying Securities (Instr. 3 and 4)		8.	Price of Derivative Security (Instr. 5)	9.	Number of Derivative Securities Beneficially Owned at End of Month (Instr. 4)	10.	Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11.	Nature of Indirect Beneficial Ownership (Instr. 4)

	Title	Amount or Number of Shares

	Common Stock	27,600				41,400(4)		D

Explanation of Responses:

(1) Shares aquired by minor children of reporting person.

(2) Does not include shares held by Rick Atterbury which are subject to a voting agreement for which Mr. Castro may be deemed to share voting power.

(3) The reporting person disclaims beneficial ownership of all shares held by his children and spouse, and the report should not be deemed an admission that the reporting person is a beneficial owner of such shares for purposes of Section 16 or for any other purpose.

(4) Adjusted to reflect a 2-for-1 stock split in the form of a 100% stock dividend on October 15, 1997.

(5) This option was granted under the Issuer's 1993 Stock Incentive Plan, as amended. The option is exercisable in three remaining installments of 13,800 shares each on May 20, 2000; May 20, 2001; and November 20, 2001.

		/s/ John W. Castro	8-5-99
*Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See* 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).		**Signature of Reporting Person	Date

Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.			Page 2 SEC 1474 (7-97)

(1)	Shares aquired by minor children of reporting person.
(2)	Does not include shares held by Rick Atterbury which are subject to a voting agreement for which Mr. Castro may be deemed to share voting power.
(3)	The reporting person disclaims beneficial ownership of all shares held by his children and spouse, and the report should not be deemed an admission that the reporting person is a beneficial owner of such shares for purposes of Section 16 or for any other purpose.
(4)	Adjusted to reflect a 2-for-1 stock split in the form of a 100% stock dividend on October 15, 1997.
(5)	This option was granted under the Issuer's 1993 Stock Incentive Plan, as amended. The option is exercisable in three remaining installments of 13,800 shares each on May 20, 2000; May 20, 2001; and November 20, 2001.