As filed with the Securities and Exchange Commission on June 28, 1999

Registration No.    

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

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MERRILL CORPORATION
(Exact name of registrant as specified in its charter)

MERRILL CORPORATION
1993 STOCK INCENTIVE PLAN
1996 NON-STATUTORY STOCK OPTION PLAN
1996 NON-EMPLOYEE DIRECTOR PLAN
(Full title of the plan)

Steven J. Machov, Esq.
Vice President—General Counsel and Secretary
Merrill Corporation
One Merrill Circle
St. Paul, MN 55108
(Name and address of agent for service)

651-646-4501
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

(1)

Estimated solely for the purpose of calculating the amount of the registration fee and calculated as follows: (i) with respect to options to purchase shares previously granted under the plans, on the basis of the weighted average exercise price of such option grants and (ii) with respect to options to be granted under the plans, on the basis of the average high and low reported sales prices of the Registrant's Common Stock on June 23, 1999, on the over-the-counter market, as reported by the Nasdaq National Market.

(2)

Represents the increase in the total number of shares reserved for issuance under the Registrant's 1996 Non-Statutory Stock Option Plan, as amended effective May 28, 1998 (the "Plan"). An aggregate of 1,303,000 shares has been previously registered under cover of Form S-8 (Reg. No. 333-28171). This Registration Statement also covers such an indeterminate number of additional shares as may be issued pursuant to the antidilution provisions of the Plan.

INCORPORATION OF PREVIOUS
REGISTRATION STATEMENT

    Pursuant to General Instruction E of Form S-8, this Registration Statement is filed solely to register an additional 700,000 shares of common stock, par value $0.01 per share of the Registrant (the "Common Stock") reserved for issuance under the Registrant's Non-Statutory Stock Option Plan. This increase was approved by the unanimous vote of the board of directors of the Registrant on May 28, 1998. Pursuant to Instruction E, the contents of the Registrant's Registration Statement on Form S-8, File No. 333-28171, are hereby incorporated by reference.

Exhibits.

*  Filed herewith.

SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Paul, State of Minnesota, on June 25, 1999.

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on June 25, 1999 by the following persons in the capacities indicated.

INDEX TO EXHIBITS

*  Filed herewith.