SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 29, 1996

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to _______

Commission File Number 0-6187

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

Wisconsin 39-0148550
(State or other jurisdiction (IRS Employer
of incorporation or organization) I.D. Number)

225 Main Street, Menasha, Wisconsin 54952
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (414) 751-7777

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes /X/
No / /

The registrant had outstanding on June 29, 1996, 31,179,484 shares of
$.10 par value common stock.

BANTA CORPORATION AND SUBSIDIARIES
Quarterly Report on Form 10-Q
For the Quarter Ended June 29, 1996

INDEX

PART I Financial Statements Page Number

Unaudited Consolidated Condensed Balance Sheets at
June 29, 1996 and December 30, 1995 . . . . . . . . . . . . . 3

Unaudited Consolidated Condensed Statements of Earnings
for the Three and Six Months Ended June 29, 1996 and
July 1, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . 4

Unaudited Consolidated Condensed Statements of Cash Flows
for the Six Months Ended June 29, 1996 and July 1, 1995 . . . 5

Notes to Unaudited Consolidated Condensed
Financial Statements . . . . . . . . . . . . . . . . . . . . . 6

Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . 7-8

PART II Other Information:

Item 4 - Submission of Matters to a Vote of Security Holders . . 8

Item 6 - Exhibits and Reports on Form 8-K . . . . . . . . . . . 8

Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

PART I Item 1 - Financial Statements

BANTA CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEET

(Dollars in Thousands)
June 29, December 30,
1996 1995
ASSETS
Current Assets
Cash $ 51,663 $ 27,130
Receivables 175,988 199,151
Inventories 62,108 70,750
Other current assets 14,914 13,775
------- -------
Total Current Assets 304,673 310,806
------- -------
Plant and Equipment 631,096 592,707
Less Accumulated Depreciation 305,589 278,989
------- -------
Plant and Equipment, net 325,507 313,718
------- -------
Other Assets 12,694 13,292

Cost in Excess of Net Assets of
Businesses Acquired 40,064 40,993
------- -------
$ 682,938 $ 678,809
======= =======

LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities
Accounts payable $ 61,461 $ 68,365
Accrued salaries and wages 18,613 21,784
Other accrued liabilities 20,082 24,848
Current maturities of long-term debt 7,954 7,853
------- -------
Total Current Liabilities 108,110 122,850
------- -------
Long-term Debt 138,736 134,953
Deferred Income Taxes 20,042 20,785
Other Non-current Liabilities 14,973 13,109

Shareholders' Investment
Preferred stock - $10 par value;
authorized 300,000 shares,
none issued - -
Common stock - $.10 par value; authorized
75,000,000 shares, 31,179,484 and
20,559,614 shares issued,
respectively 3,118 2,056
Amount in excess of par value of stock 71,990 70,138
Cumulative Translation Adjustment (523) (118)
Retained earnings 326,492 315,036
------- -------
Total Shareholders' Investment 401,077 387,112
------- -------
$ 682,938 $ 678,809
======= =======

See accompanying notes to consolidated financial statements.

BANTA CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS

(Dollars in Thousands, Except Per Share Amounts)

Three Months Ended Six Months Ended
June 29, 1996 July 1, 1995 June 29, 1996 July 1, 1995

Net sales $ 258,650 $ 235,346 $ 529,920 $ 468,300

Cost of goods sold 206,679 182,241 428,226 365,506
------- -------- ------- -------

Gross earnings 51,971 53,105 101,694 102,794

Selling and administrative
expense 29,979 29,569 62,258 58,677
------- ------- ------- -------
Earnings from operations 21,992 23,536 39,436 44,117

Interest expense (2,702) (2,152) (5,563) (4,420)

Other income (expense), net 334 (131) 489 (142)
-------- ------- ------- -------
Earnings before income
taxes 19,624 21,253 34,362 39,555

Provision for income taxes 7,800 8,500 13,700 15,800
------- ------- ------- -------

Net earnings $ 11,824 $ 12,753 $ 20,662 23,755
========== ========== ========== ==========

Earnings per share of common
stock $ .38 $ .42 $ .66 $ .78
========== ========== ========== ==========
Average common shares
outstanding 31,313,042 30,477,948 31,335,236 30,433,859
========== ========== ========== ==========

Cash dividends per share of
common stock $ .1100 $ .0925 $ .2150 $ .1850
========== ========== ========== ==========

See accompanying notes to consolidated financial statements.

BANTA CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED CONDENSED
STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

Six Months Ended
June 29, July 1,
1996 1995
Cash Flow From Operating Activities

Net earnings $ 20,662 $ 23,755
Depreciation and amortization 28,741 23,830
Deferred income taxes (743) (250)
Change in assets and liabilities
Decrease in receivables 23,695 4,780
Decrease (increase) in inventories 8,786 (7,651)
Increase in other current assets (1,057) (1,668)
Decrease in accounts payable
and accrued liabilities (15,179) (1,466)
Decrease in other non-current
assets 598 863

Other, net 1,682 2,072
------- -------
Cash provided from operating
activities 67,185 44,265
------- -------

Cash Flow From Investing Activities
Capital expenditures, net (34,825) (29,063)
Acquisition of businesses - (6,169)
-------- ------

Cash used for investing
activities (34,825) (35,232)
-------- ------
Cash Flow From Financing Activities
Repayment of notes payable, net - (42,563)
Issuance of long-term debt - 40,000
Repayment of long-term debt (1,837) (919)
Dividends paid (7,575) (5,638)
Proceeds from exercise of stock
options and stock issues 1,585 1,905
------- -------

Cash used for financing activities (7,827) (7,215)
------- -------
Net increase in cash 24,533 1,818
Cash at beginning of period 27,130 370
------- ------
Cash at end of period $ 51,663 $ 2,188
======= ======
Cash payments for:

Interest, net of amount capitalized $ 5,284 $ 4,028
Income taxes 12,358 13,545

See accompanying notes to consolidated financial statements.

BANTA CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1) Basis of Presentation

The condensed financial statements included herein have been prepared
by the Corporation, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Corporation believes that the disclosures
are adequate to make the information presented not misleading. It is
suggested that these condensed financial statements be read in
conjunction with the financial statements and the notes thereto
included in the Corporation's latest Annual Report on Form 10-K.

In the opinion of Management, the aforementioned statements reflect
all adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation of the results for the interim
periods.

2) Inventories

The majority of the Corporation's inventories used in its printing
operations are accounted for at cost determined on a last-in, first-
out (LIFO) basis, which is not in excess of market. The remaining
inventories are stated at the lower of cost or market using the
first-in, first-out (FIFO) method. Inventories include material,
labor and manufacturing overhead.

Inventory amounts at June 29, 1996 and December 30, 1995 were as
follows:

(Dollars in Thousands)
June 29, December 30,
1996 1995
Raw Materials and Supplies $ 43,708 $ 44,815
Work-In-Process and Finished Goods 27,254 34,789
------ ------
FIFO value (current cost of all
inventories) 70,962 79,604
Excess of Current Cost over Carrying
Value of LIFO Inventories (8,854) (8,854)
------ ------
Net Inventories $ 62,108 $ 70,750
====== ======

3) Acquisition

During the first quarter of 1996, the Corporation acquired all of the
outstanding shares of common stock of Packaging Fulfillment
Specialists, Inc. ("PFS") in a share exchange. In this transaction,
the Corporation issued a total of 236,337 shares of its common stock.
This transaction was accounted for as a pooling of interests.
However, since the assets, liabilities, results of operations and
cash flows of PFS are not material in relation to those of the
Corporation, prior period financial statements have not been restated
to reflect this transaction.

4) Stock Dividend

On March 1, 1996, the Corporation distributed a three-for-two stock
split effected in the form of a 50% stock dividend. The earnings per
share, dividends per share and average shares outstanding have been
adjusted in the condensed financial statements to reflect the stock
split.

Item 2

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FINANCIAL CONDITION

Liquidity and Capital Resources

The Corporation's net working capital increased by approximately $8.6
million during the first half of 1996. This increase was primarily
due to a decrease in inventory and receivable balances due to reduced
levels of operating activity. The Corporation estimates that capital
commitments will be approximately $50 million in 1996, down from the
original plan of $70 million. There were no other significant changes
in the Corporation's liquidity or capital resources.

RESULTS OF OPERATIONS

Net Sales

Sales for the second quarter of 1996 were $23.3 million (10%) higher
than the second quarter of 1995. The sales increase is attributable
to $29.5 million of sales reported by the turnkey operation, B.G.
Turnkey, which was acquired in October 1995, and increased paper
prices in the second quarter of 1996 over the second quarter of 1995.
The Corporation generally passes on the cost of paper to its
customers. Operating activity levels during the second quarter of
1996, in almost all of the Corporation's product groups, were below
1995 second quarter levels which offset much of the paper price
increases. The Corporation's customers ordered reduced quantities,
purchased less paper and delayed print projects as they reacted to
last year's unprecedented rise in paper prices. Activity levels in
the magazine market were slightly ahead of 1995 as a result of
capacity added in 1995.

Sales for the first half of 1996 increased by $61.6 million (13%)
over 1995 also due in significant part to the impact of the acquired
turnkey operation, which reported sales of $64.1 million during the
first half of 1996. Increased paper prices also impacted sales for
the first half of 1996 over the first half of 1995. However, these
increases in prices were offset by reduced operating activity in
almost all markets with capacity utilization in the first quarter of
1996 significantly lower than the first quarter of 1995. Activity
levels in the magazine market were ahead of 1995 as a result of
capacity added in 1995.

Cost of Goods Sold

Cost of goods sold as a percentage of sales increased from 77.4% for
the second quarter of 1995 to 79.9% for the second quarter of 1996.
This overall margin decline resulted from several factors. First,
since the sale of paper generally has lower margins than
manufacturing sales, the increase in paper sales reduced average
margins. Second, the inclusion of the newly acquired turnkey
operation reduced margins in 1996 because its project management
services generally provide lower margins than the Corporation's print
business due to higher material content. Cost of goods sold as a
percentage of sales for the acquired turnkey operation was
approximately 90.3% for the quarter compared to 78.6% for the balance
of the Corporation's operations. Margins were also reduced in the
second quarter of 1996 as a result of competitive pressures and
reduced operating activity resulting in under utilized equipment.

Due to the paper price increase in 1995's second quarter, a $1.9
million provision for last-in, first-out (LIFO) inventory valuation
was recorded in that quarter. No such expense was necessary in the
second quarter of 1996. However, subject to changes in the market
for paper, management currently believes that it may be able to
reverse in the second half of 1996 approximately $4.0 million in LIFO
charged in previous years.

Cost of goods sold as a percentage of sales increased from 78.0% for
the first six months of 1995 to 80.8% for the first six months of
1996. The reduction in margins of the six-month period resulted from
the factors discussed above regarding the second quarter. The
Corporation recorded a total $3.4 million provision for LIFO during
the first six months of 1995, representing .7% of sales. No such
provision was necessary in the first six months of 1996.

Selling and Administrative Expenses

Selling and administrative expenses were $410,000 and $3.6 million
higher for the second quarter and first six months of 1996,
respectively, than for the same periods of 1995. The increase is
primarily due to the inclusion of $2.4 million and $4.9 million for
the second quarter and six-month period, respectively, of selling and
administrative expenses for the turnkey operation acquired during
1995. These increases were offset partially by reduced selling and
administration expenses due to the reduced operating activity.

Interest Expense

Interest expense was approximately $500,000 and $1.1 million higher
in the second quarter and first six months of 1996, respectively,
than for the same periods of 1995 due to increased debt levels.

Income Taxes

The Corporation's effective income tax rates were approximately the
same for the first half of 1996 and 1995.

PART II: OTHER INFORMATION

ITEM 4. Submission of Matters to a Vote of Security Holders
(a) - (c)

At the annual meeting of shareholders held on April 23, 1996, all of
the persons nominated as directors were elected for terms expiring at
the 1997 Annual Meeting. The following table sets forth certain
information with respect to such election:

Shares Withholding
Name of Nominee Shares Voted For Authority

Jameson A. Baxter 26,014,989 76,356
Donald D. Belcher 26,008,921 82,424
George T. Brophy 25,997,099 94,246
William J. Cadogan 26,014,996 76,349
Richard L. Gunderson 26,014,890 76,455
Gerald A. Henseler 26,014,546 76,799
Bernard S. Kubale 25,382,840 708,505
Donald Taylor 25,978,792 112,553
Allan J. Williamson 25,996,914 94,431

ITEM 6. Exhibits and Reports on Form 8-K

(a) Exhibits -
3.1 Amendment to By-laws
3.2 By-laws as amended
10.1 Amendment to Banta Corporation Outside Directors'
Retirement Plan
27 Financial Data Schedule [EDGAR filing only]

(b) No reports on Form 8-K were filed during the quarter for which
this report is filed.

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 thereunto duly authorized.

BANTA CORPORATION

/S/ GERALD A. HENSELER
Gerald A. Henseler
Executive Vice President and Chief Financial Officer

Date August 12, 1996

BANTA CORPORATION
EXHIBIT INDEX TO FORM 10-Q
For The Quarter Ended June 29, 1996

Exhibit Number

3.1 Amendment to By-laws

3.2 By-laws as amended

10.1 Amendment to Banta Corporation Outside Directors' Retirement Plan

27 Financial Data Schedule [EDGAR filing only]