SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
OUTLOOK GROUP CORP.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
690113 10 5
(CUSIP Number)
*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).
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SCHEDULE 13G
CUSIP No. 690113 10 5
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David L. Erdmann
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ] (b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power
299,347
6. Shared Voting Power
25,977
7. Sole Dispositive Power
299,347
8. Shared Dispositive Power
25,977
9. Aggregate Amount Beneficially Owned by Each Reporting Person
325,324
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
11. Percent of Class Represented by Amount in Row 9
7.0%
12. Type of Reporting Person*
IN
<PAGE>
Item 1(a) Name of Issuer:
Outlook Group Corp. ("OGC")
Item 1(b) Address of Issuer's Principal Executive Offices:
1180 American Drive, Neenah, Wisconsin 54956
Item 2(a) Name of Person Filing:
David L. Erdmann
Item 2(b) Address of Principal Business Office:
1180 American Drive, Neenah, Wisconsin 54956
Item 2(c) Citizenship:
United States
Item 2(d) Title of Class of Securities:
Common Stock, $.01 par value
Item 2(e) CUSIP Number:
690113 10 5
Item 3. If this statement is filed pursuant to Rules
13d-1(b) or 13d-2(b), check whether the person
filing is a:
Not Applicable
Item 4. Ownership (at December 31, 1996):
(a) Amount beneficially owned: 325,324 shares
(b) Percent of Class: 7.0% (based upon the 4,649,382
shares of OGC Common Stock reported as outstanding
by OGC on December 31, 1996)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 299,347
(ii) shared power to vote or to direct the vote: 25,977
(iii) sole power to dispose or to direct the disposition
of: 299,347
(iv) shared power to dispose or to direct the disposition
of: 25,977
Item 5. Ownership of Five Percent or Less of a Class
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of
Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company
Not applicable
Item 8. Identification and Classification of Members of the
Group
Not applicable.
Item 9. Dissolution of Group
Not applicable
Item 10. Certification
Not applicable
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this state-
ment is true, complete, and correct.
Dated: February 10, 1997
/s/ David L. Erdmann
David L. Erdmann
