MULTI COLOR CORP
8-K, 1996-05-10
COMMERCIAL PRINTING
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<PAGE>


                        SECURITIES AND EXCHANGE COMMISSION


                              Washington, D.C. 20549



                                     FORM 8-K


                                  CURRENT REPORT




Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) Report Filed Under Item 5
                                                 _________________________


                              Multi-Color Corporation
__________________________________________________________________________
              (Exact name of registrant as specified in its charter)

          Ohio                          0-16148                31-1125853
__________________________________________________________________________
 (State or other jurisdiction          (Commission           (IRS Employer
     of incorporation)                File Number)     Identification No.)

4575 Eastern Avenue, Cincinnati, Ohio                          45226
__________________________________________________________________________
(Address of principal executive offices)                      Zip Code


Registrant's telephone number, including area code  (513) 321-5381 
                                                    _______________

__________________________________________________________________________
(Former name or former address, if changed since last report.)




<PAGE>


Item 5.     Other Events.
            ____________

    This Form 8-K is filed for the purpose of supplying the press release
issued by Multi-Color Corporation (the "Company") on May 6, 1996 relating to
the Company's issuance of a newly created Series A Convertible Preferred 
Stock and Series B Convertible Preferred Stock.




                                 INDEX TO EXHIBITS
                              MULTI-COLOR CORPORATION



Number                          Exhibit Description
_____                           ___________________

99                                  Press Release


                                    SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                    MULTI-COLOR CORPORATION



Date:  May 8, 1996                  /s/William R. Cochran
                                    ________________________
                                    William R. Cochran
                                    Vice President and 
                                    Chief Financial Officer


<PAGE>




                           EXHIBIT 99


                     MULTI-COLOR CORPORATION


FOR IMMEDIATE RELEASE              Contact:  William R. Cochran
May 6, 1996


Multi-Color Corporation has successfully completed the final
stage of its commitment to strengthen its balance sheet by
approximately $3,000,000 by raising $2,625,000 through the sale
of 52,500 shares of a newly created issue of Series A
Convertible Preferred Stock to Label Venture Group LLC, a
Delaware Limited Liability Company, and converting the entire
outstanding principal amount ($500,000) of the Subordinated
Convertible Notes issued in October, 1995 into a newly created
Series B Convertible Preferred Stock.

Each share of Series A Convertible Common Stock is immediately
convertible into ten shares of the Company's Common Stock or a
total of 525,000 shares of Common Stock, which would be 19.46%
of the Company's outstanding Common Stock after the conversion. 
The Series A Convertible Preferred Stock bears a preferred
dividend of $4.25 per share.  The Company has the right to
redeem the Series A Convertible Preferred Stock starting in May,
1998.  The holders of the Series A Convertible Preferred Stock
have the right to appoint one member to the Company's Board of
Directors and have designated Louis Perlman as their Board
designee.

The Series B Convertible Preferred Stock bears a preferred
dividend of $4.25 per share, is immediately convertible into
132,420 shares of Common Stock, and may be redeemed by the
Company starting in May, 1998.

The Company intends to use the proceeds to support its future
capital expansion plans and to reduce its indebtedness to PNC
Bank and Star Bank, its principal lenders.  The completion of
the above, coupled with the recent amended loan agreement,
provides the resources to allow Multi-Color to successfully
attain its strategic plan.  In this regard, Multi-Color wishes
to express its thanks to PNC Bank and Star Bank for their
cooperation.



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