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):           February 9, 1998



                             MULTI-COLOR CORPORATION
      ---------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


                                      Ohio
      ---------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)


        0-16148                                              31-1125853
- -------------------------------                  -------------------------------
(Commission File Number)                                   (IRS Employer
                                                      Identification Number)




                       205 West Fourth Street, Suite 1140
                             Cincinnati, Ohio 45202
      ---------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)



       Registrant's telephone number, including area code: (513) 381-1480











Item 5. Other Events.

        In its report on Form 10-Q for the quarter ended December 28, 1997 filed
on January 27, 1998, the Registrant reported in its Management's  Discussion and
Analysis of Financial  Condition and Results of Operations  that at December 28,
1997 it was in violation of a required cash flow coverage ratio contained in its
banking arrangements.  The ratio was .77 to 1 versus a requirement of 1 to 1. It
also reported  that it was  negotiating a waiver of default of that covenant and
that it expected to receive a waiver.

        On February 9, 1998, the Registrant received the waiver of that default.
As part of that waiver, the Registrant agreed to a prohibition  against payments
of dividends and purchases of its equity securities. The Registrant has not been
paying  Common  Stock  dividends  but has been paying  dividends  of $69,852 per
quarter on its  outstanding  Series A and Series B  Preferred  Stock and will be
required to cease those payments by this provision.  In addition,  its borrowing
base was  restricted.  That base was the  lesser  of the sum of 80% of  eligible
accounts receivable plus 50% of eligible  inventories less a block of $0, or the
total revolving commitment. This block amount was increased to $500,000.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

        (c)    Exhibits

               10.42  Fourth Amendment to Credit Agreement and Waiver Agreement


                                   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 hereto duly authorized.


                                            MULTI-COLOR CORPORATION



Dated:   February 13, 1998                  By:  /s/William R. Cochran
                                               ---------------------------------
                                               William R. Cochran
                                               Vice President,
                                               Chief Financial Officer