<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
MULTI-COLOR CORPORATION
________________________________________________________
(Name of Issuer)
Common Stock
________________________________________________________
(Title of Class of Securities)
625383 10 4
________________________________________________________
(CUSIP Number)
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 4 Pages
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CUSIP NO. 625383 10 4 13G Page 2 of 4 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BURTON D. MORGAN
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
See Item 4 (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
5 SOLE VOTING POWER
NUMBER OF 344,947
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 0
PERSON WITH
7 SOLE DISPOSITIVE POWER
344,947
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
344,947
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.8%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 4 Pages
ITEM 1(a) Name of Issuer: Multi-Color Corporation
1(b) Address of Issuer's Principal Executive Office:
4575 Eastern Avenue
Cincinnati, Ohio 45226
2(a) Name of Persons Filing: Burton D. Morgan
2(b) Address of Principal Business Office:
4575 Eastern Avenue
Cincinnati, Ohio 45226
2(c) Citizenship: U.S.A.
2(d) Title of Class of Securities:
Common Stock, no par value
2(e) CUSIP No.: 625383 10 4
3. If this Statement is Filed Pursuant to Rules 13d-1(b)
or 13d-2(b), check whether the Person Filing is a:
N/A
4. Ownership:
(a) See Item 9 of cover page.
(b) See Item 11 of cover page.
(c) See Items 5-8 of cover page.
This Amendment No. 8 to Schedule 13G is filed solely by
Burton D. Morgan. The original Schedule 13G and all Amend-
ments prior to Amendment No. 5 to Schedule 13G were filed by
Burton D. Morgan, John C. Court, John D. Littlehale, Thomas
F. Costello and John R. Voelker on the same Schedule 13G.
The aggregate amount of shares in Items 5, 7 and 9
includes options exercisable within 60 days into 5,000
shares.
John C. Court, Burton D. Morgan, John D. Littlehale,
John R. Voelker, Thomas F. Costello and Philip E. Courtier
are parties to an agreement ("Agreement") with the Company
pursuant to which they must offer their shares for sale to
the Company, and if it declines to purchase, to the other
signatories at a price based on current market prices, if
any of them desires to sell shares not in compliance with
Section (e)(1) and (f) of Rule 144 promulgated under the
Securities Act of 1933. Mr. Morgan does not affirm that the
Agreement operates to make the signatories thereto a group
for purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934. The Agreement has previously been filed as an
Exhibit to Registration Statement No. 33-15957.
5. Ownership of 5% or less of class: N/A
Page 4 of 4 Pages
6. Ownership of more than 5% on behalf of another person:
N/A
7. Identification and classification of the subsidiary
which acquired the security being reported by the
parent holding company: N/A
8. Identification and classification of members of the
group: N/A
9. Notice of dissolution of group: N/A
10. Certification: N/A
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 12, 1996 /s/Burton D. Morgan
_________________________
Burton D. Morgan
