SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K
(MARK ONE)
Annual report pursuant to Section 13 or 15(d) of the Securities
_X_ Exchange Act of 1934 for the fiscal year ended JULY 31, 1995 or

Transition report pursuant to Section 13 or 15(d) of the
___ Securities Exchange Act of 1934

COMMISSION FILE NO.(0-16566)
_______________________________
VARITRONIC SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

MINNESOTA 41-1442400
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

300 INTERCHANGE NORTH
300 HIGHWAY 169 SOUTH
MINNEAPOLIS, MINNESOTA 55426
(Address of principal executive offices) (Zip Code)

612-542-1500
(Registrant's telephone number, including area code)
_______________________________
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section
12(g) of the Act:
Common Stock, par value $.01 per share
_______________________________

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 ___

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.

As of October 16, 1995, 2,336,328 shares of Common Stock of the
registrant were outstanding. The aggregate market value of Common Stock
beneficially owned by non-affiliates on that date was $17,007,000, based upon
the last reported sale price of the Common Stock at that date by the NASDAQ
National Market System.

DOCUMENTS INCORPORATED BY REFERENCE

Part II of this Annual Report on Form 10-K incorporates by reference
information from the Registrant's Annual Report to Shareholders for the year
ended July 31, 1995 (1995 Annual Report). Part III of this Annual Report on Form
10-K incorporates by reference information from the Registrant's Proxy Statement
for its Annual Meeting of Shareholders to be held December 1, 1995 (1995 Proxy
Statement).

PART I

ITEM 1. BUSINESS

GENERAL

Varitronic Systems, Inc. (the "Company"), develops, manufactures and
markets supply-consuming lettering, labeling, signage and presentation systems
which enhance the quality, professionalism and effectiveness of a wide range of
communications. The lettering and labeling systems generate professional quality
type-on-tape in a variety of colors and in sizes ranging from one-half to four
inches. The PosterPrinter(R) machine, targeted for the presentation market,
enlarges standard-sized originals to poster or banner-sized documents. In
addition, a PosterPrinter machine sold with a computer interface allows the end
user to print computer generated originals from a personal computer using
specific application software. In fiscal 1995, the Company introduced
VintageColorTM, a wide-format, graphics printing system which produces output in
24 or 36 inch widths up to 100 feet long. This new product is directed towards
the wide-format color printing market and is designed to meet the demands of
full-color printing. The Company also offers a broad line of consumable supplies
and accessories which are used with all of its products.

PRODUCTS

LETTERING AND LABELING SYSTEMS

The Company markets lettering and labeling systems which generate
letter-quality print in a variety of colors and styles using thermal transfer
technology. Thermal transfer technology is the process by which colored carbons
and resins are transferred to the face of an adhesive-backed tape using heat and
pressure to print letters, numbers and symbols. The following systems are
currently sold by the Company: (1) The EasyStep(R) 4000 was introduced in
October 1992 and retails for $3,495. The EasyStep 4000 produces print on
adhesive-backed tape in sizes ranging from one-half to four inches. The
receiving tape is formulated for several applications including standard,
removable and cold storage. Durable, custom labels generated by the EasyStep
4000 may include multiple lines of text, graphics, symbols or bar codes. Bar
codes are available in five popular symbologies and are suitable for laser
scanning from as far away as 150 feet. The EasyStep 4000 allows downloading
existing information from a personal computer directly to the EasyStep 4000 for
printing. The primary market for the EasyStep 4000 is the industrial labeling
and signage market. Sales of this product line, including consumable supplies
and accessories, were approximately 32% of total net sales for fiscal 1995. (2)
In December 1994, the Company launched the EasyStep(R) 2500/ProPartnerTM
labeling systems. The EasyStep 2500 is portable, generates type in sizes ranging
from one-half inch to two and one-fourth inches, operates on AC or battery
power, and has substantially all of the other features of the EasyStep 4000. The
ProPartner is similiar to the EasyStep 2500, but does not operate on battery
power and has fewer software features. The EasyStep 2500 retails for $2,795, and
the ProPartner has a retail price of $2,195. The market for the EasyStep 2500 is
industrial labeling, while the ProPartner is targeted for the presentation and
general purpose labeling markets. Sales of the EasyStep 2500/ProPartner product
line, including consumable supplies and accessories, were approximately 6% of
total net sales for fiscal 1995.

POSTERPRINTER MACHINES

The Company is currently selling the third generation PosterPrinter
machine, the ProImageTM. The enhanced features of the ProImage include higher
print resolution, and photo and reverse printing. The ProImage can be sold with
a computer interface, the ProLynxTM, which allows the end user to print computer
generated originals from a Macintosh or other personal computer system using
specific application software. Accessories for the ProLynx include a modem and a
scanner option. Approximately 75% of ProImage machines sold domestically in
fiscal 1995 included the ProLynx computer interface. The ProImage retails for
$3,795, and the ProImage with a ProLynx interface retails for $4,295. The
ProImage machines are manufactured by Fuji Photo Film Co., Ltd. ("Fuji") in
Japan. The Company has the exclusive right to distribute the ProImage in the
United States and certain other countries pursuant to a contract with Itochu
Corporation ("Itochu"), a Japanese trading company. The Company has
non-exclusive distribution rights for the sale of the ProImage in certain
European countries under a letter agreement with Itochu. Sales of the
PosterPrinter product line, including consumable supplies and accessories, were
approximately 34% of fiscal 1995 total net sales. See further discussion of this
contract under "Manufacturing, Sources of Supply and Distribution Rights"
herein.

CONSUMABLE SUPPLIES AND ACCESSORIES

The Company has developed a wide range of supplies for use in its
lettering and labeling systems. Supplies housed in plastic cassettes are offered
in a variety of colored carbons, resins, and receiving tapes. There are 11
lettering and labeling systems for which the Company is currently selling
consumable supplies. The Company also sells rolls of specialty paper in many
colors which are used with the PosterPrinter machines. The sale of high-margin,
consumable supplies is a significant part of the Company's business. Overall,
supply sales comprised approximately 64% of fiscal 1995 net sales, 65% of fiscal
1994 net sales and 62% of fiscal 1993 net sales. Sales of supplies used with the
EasyStep 4000, the EasyStep 2500/ProPartner, and the PosterPrinter machines
increased by almost 54% from fiscal 1994. The machines using these supplies are
currently sold by the Company. Sales of supplies used with the Company's mature
lettering systems decreased by approximately 24% in fiscal 1995 compared to
fiscal 1994. The decrease in sales of these supplies was expected due to the
aging of the installed base of lettering systems.

The Company offers accessories for use with all of its machines.
Accessory products, which include items such as font cards, machine carrying
cases, poster framing kits and plastic sleeves, comprised approximately 5%-6% of
net sales in each of the past three fiscal years.

MARKETING AND BACKLOG

The Company has identified two key markets for sales of its products -
industrial labeling and signage, and general presentations. For the industrial
labeling and signage market, the Company developed the EasyStep 4000 to meet the
need for durable, on-demand labeling and signage in manufacturing plants,
warehouses and other industrial applications. The EasyStep 2500 was developed as
a portable, lower cost alternative to the EasyStep 4000 for the industrial
labeling market. The primary differences between these two labeling systems are
price, print size and portability.

The products sold in the presentation market satisfy a wide range of
communication and meeting needs. Key users include trainers, educators,
consultants, sales and marketing professionals, and attorneys. The top selling
product in this market has been the PosterPrinter machine, or the PosterPrinter
machine with a Lynx computer interface, which is often sold in combination with
a lettering system. The ProPartner was developed to meet the general purpose
labeling needs in the presentation market.

The Company entered into the full-color, wide-format, and short-run
printing market in fiscal 1995, with the introduction of the VintageColor
graphics printing system. The Company's marketing strategy for the VintageColor
product line is to capitalize on strong indications of interest internationally
and to focus on direct sales to service bureaus and national quick printer
accounts domestically. The Company does not expect a significant sales
contribution from the VintageColor in fiscal 1996.

The Company distributes its products worldwide. In the United States,
the Company markets products under its own trademarks through approximately 395
independent dealerships. The Company also has private label agreements with
several distributors for the sale of certain labeling systems. During fiscal
1995, worldwide net sales to W.H. Brady, Inc., a private label distributor,
totaled approximately 20% of net sales. Internationally, the Company markets its
products in 42 countries through approximately 109 independent distributors.
Export sales, primarily to Europe, comprised approximately 25%, 23% and 24% of
consolidated fiscal 1995, 1994 and 1993 net sales, respectively. The Company has
no significant foreign operations.

As of September 30, 1995 and 1994, the Company's order backlog was
approximately $4,488,000 and $4,238,000, respectively. Substantially all of the
current backlog is expected to be shipped during fiscal 1996.

COMPETITION

The Company markets its labeling products to the industrial labeling
and signage markets. These markets require large formats which are provided by
the Company's stand-alone industrial labeling and signage systems which generate
labels and signage on-demand. Competitive systems which offer wide format output
are primarily peripherals which require a computer and graphic software to
generate labeling and signage. The Company has enhanced its product line by
providing unique application software and supply offerings that better meet the
customers' needs than the competition.

The Company's PosterPrinter product line faces competition from more
expensive color systems. The Company believes that the current ProImage
PosterPrinter product line, with its scanning and modem capabilities and the
ProLynx personal computer interface, increase the versatility of this product
thereby offering a better value compared to competitive products.

The VintageColor printing system competes with comparable systems
manufactured by several companies. The Company believes it has established a
unique marketing position by providing a predictable, accurate color from scan
to output. No other company focuses on providing color control throughout the
whole process of image creation to print. This has been accomplished by
incorporating certain color management software throughout the system that is
integrally tied into the VintageColor application software, inks and media.

The Company believes that it competes favorably in its target markets
by offering innovative, high-quality products and comprehensive marketing
support programs designed to increase dealer and distributor sales.

PATENTS AND TRADEMARKS

The Company has obtained patents and trademarks on some of its products
and has additional patents pending. The Company is not dependent on any single
patent or trademark and believes that the expiration of patents or other losses
of patent or trademark protection would not materially impact its ability to
compete effectively.

MANUFACTURING, SOURCES OF SUPPLY AND DISTRIBUTION RIGHTS

The Company assembles the EasyStep 4000 machine and the EasyStep 2500/
ProPartner machine at its manufacturing and distribution facility located in
Brooklyn Park, Minnesota. Most of the component parts for each machine are
sourced from domestic suppliers, while the plastic cabinetry is custom molded by
local vendors.

The supply cartridges used in the EasyStep 4000 and the EasyStep 2500/
ProPartner are assembled at the Company's Brooklyn Park facility. The Company
also assembles supply cartridges used in several other systems which are less
significant contributors to sales. The plastic parts used in the domestic
production of supply cartridges are molded to Company specification by domestic
vendors. The Company manufactures bulk tape and colored resin for use in certain
of its labeling systems. Additionally, some bulk tape and carbon and resin rolls
are manufactured by a number of domestic and Japanese vendors. The Company slits
the bulk rolls to the required widths at its own facility. The Company imports
finished supply cartridges used in several mature thermal transfer lettering and
labeling systems from Japan. These purchases are denominated in Japanese yen.
The Company purchases and retains ownership of the specialized tooling and
applicable patents and trademarks associated with its products.

The Company has not experienced difficulty in securing inventory for
its lettering and labeling systems from its suppliers. However, if necessary,
the Company believes alternative sources would be available from other suppliers
and operations would not be materially disrupted.

The Company has exclusive distribution rights in the United States,
Canada, Mexico and certain South American countries for the ProImage
PosterPrinter product line under a distribution agreement with Itochu. The
Company has met the minimum order requirements under the agreement and continues
to maintain exclusive distribution rights in the noted countries. The
distribution agreement expires December 31, 1995. The Company is currently
negotiating a contract with Itochu for distribution of the next generation
PosterPrinter machine. The Company has non-exclusive distribution for the 220
volt ProImage in certain European countries under a letter agreement with
Itochu. This letter agreement incorporates substantially all of the terms and
conditions of the distribution agreement referred to above. In fiscal 1995,
international sales of the PosterPrinter product line were approximately 15% of
total PosterPrinter product line sales. The specialty paper supplies used in the
PosterPrinter machines are made in Japan and purchased from Itochu. Worldwide
sales of the PosterPrinter machines, supplies and accessories accounted for
approximately 34% of fiscal 1995 net sales, 32% of fiscal 1994 net sales and 30%
of fiscal 1993 net sales. The Company is reliant on the manufacturer, Fuji, as a
single source supplier, to produce and deliver machines and supply products
necessary to meet market demands. Failure to obtain these products would have a
material effect on the Company's operations. To date, the Company has not
experienced any difficulty in obtaining these products from Fuji.

RESEARCH AND DEVELOPMENT

The Company is engaged in ongoing research and development utilizing a
combination of internal and external resources to maintain a consistent offering
of reliable, competitive products. Research and development expenses were
approximately $2,528,000 in fiscal 1995, $2,247,000 in fiscal 1994 and
$1,390,000 in fiscal 1993.

EMPLOYEES

As of July 31, 1995, the Company had 280 employees. Subsequent to July
31, 1995, the Company terminated 42 full-time employees as part of a cost
reduction plan. The Company also employs temporary personnel as needed on a
contract basis. The Company has never experienced any work stoppage due to labor
disagreements. No employees are represented by labor unions.

ITEM 2. PROPERTIES

The Company leases space for all of its operations under four separate
facility leases. All leased properties are located in suburban Minneapolis,
Minnesota. The Company believes that its existing properties are adequate for
its present needs.

ITEM 3. LEGAL PROCEEDINGS

There are no material pending or threatened legal, governmental,
administrative or other proceedings to which the Company is a party or to which
any of its property is subject.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year ended July 31, 1995.

ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Company, their ages, the year first
appointed as an executive officer, and the position held as of the date hereof
are as follows:

Year First
Appointed as
an Executive
Name and Age Officer Position

Scott F. Drill, 42 1983 Chairman, President, Chief Executive Officer and
Treasurer

Timothy P. Fitzgerald, 55 1995 Vice President of Operations

David C. Grey, 39 1994 Vice President of Business Development

Roger A. Larson, 54 1986 Vice President of Domestic Sales and Marketing

Kevin B. McGourty, 38 1984 Vice President of Product Planning

Lynn R. McKee, 41 1991 Vice President of Human Resources

Deborah L. Moore, 39 1986 Vice President of Corporate Development and
Secretary

Monte J. Mosiman, 39 1990 Vice President of International and OEM Sales

Norbert F. Nicpon, 52 1983 Vice President of Finance and Administration
and Chief Financial Officer

All of the above-named executive officers, except Timothy P.
Fitzgerald, have been actively engaged in the business of the Company for the
past five years in the capacity indicated above or in a substantially similar
capacity.

Mr. Fitzgerald began employment with the Company as an executive
officer on November 28, 1994. From 1987 to 1994, Mr. Fitzgerald was President
and Chief Executive Officer of International Data Engineering, Inc., a
privately-held manufacturer of optical storage systems.

Officers serve until their successors are appointed or until their
prior resignation, removal or incapacity.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

The information under the caption "Common Stock and Corporate
Information" on page 16 of the Company's 1995 Annual Report is incorporated
herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

The financial information in the table "Selected Financial Data" on
page 7 of the Company's 1995 Annual Report is incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The information under the caption "Management's Discussion and Analysis
of Financial Condition and Results of Operations" on pages 4-6 of the Company's
1995 Annual Report is incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Company's Consolidated Financial Statements and notes thereto and
the report of its independent accountants on pages 8-15 of the Company's 1995
Annual Report are incorporated herein by reference, as is the information set
forth under the caption "Quarterly Financial Data (unaudited)" on page 15.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(a) Directors of the Registrant.

The information under the caption "Election of Directors" in the
Company's 1995 Proxy Statement is incorporated herein by reference.

(b) Executive Officers of the Registrant.

Information concerning Executive Officers of the Company is included in
this report under Item 4A, "Executive Officers of the Registrant".

The information under the caption "Compliance With Section 16(a) of the
Exchange Act" in the Company's 1995 Proxy Statement is incorporated herein by
reference.

ITEM 11. EXECUTIVE COMPENSATION

The information under the captions "Election of Directors", "Summary
Compensation Table", "Option Grants in Fiscal 1995", "Aggregated Option
Exercises in Fiscal 1995 and Fiscal Year-End Option Values", and "Termination of
Employment and Change of Control Arrangement" in the Company's 1995 Proxy
Statement is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The information under the caption "Security Ownership of Certain
Beneficial Owners and Management" in the Company's 1995 Proxy Statement is
incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information under the caption "Certain Transactions" in the
Company's 1995 Proxy Statement is incorporated herein by reference.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K

(a) 1. FINANCIAL STATEMENTS:

The following financial statements and report of independent
accountants are incorporated herein by reference from pages 8-15 of the
Company's 1995 Annual Report:

Report of Independent Accountants

Consolidated Statements of Operations for the years ended
July 31, 1995, 1994 and 1993

Consolidated Balance Sheets as of July 31, 1995 and 1994

Consolidated Statements of Cash Flows for the years ended
July 31, 1995, 1994 and 1993

Consolidated Statements of Stockholders' Equity for the years
ended July 31, 1995, 1994 and 1993

Notes to Consolidated Financial Statements

2. FINANCIAL STATEMENT SCHEDULE:

The following supplemental schedule and independent accountants report
are included herein, and should be read in conjunction with the consolidated
financial statements referred to above:

Report of Independent Accountants

Supplemental Schedule:

II Valuation and Qualifying Accounts

All other schedules are omitted as the required information is
inapplicable or the information is presented in the consolidated financial
statements or related notes.

3. EXHIBITS:

The exhibits to this Report are listed in the Exhibit Index herein.

A copy of any of these exhibits will be furnished at a reasonable cost to
any person who was a shareholder of the Company as of October 3, 1995. Such
request should be sent to Varitronic Systems, Inc., 300 Interchange North, 300
Highway 169 South, Minneapolis, Minnesota 55426, Attention: Investor Relations.

(b) REPORTS ON FORM 8-K:

No reports on Form 8-K were filed during the fourth quarter of the year
ended July 31, 1995.

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders
Varitronic Systems, Inc.:

Our report on the consolidated financial statements of Varitronic
Systems, Inc. has been incorporated by reference in this Form 10-K from page 15
of the 1995 Annual Report to Shareholders of Varitronic Systems, Inc. In
connection with our audits of such financial statements, we have also audited
the related financial statement schedule listed in the index under Item 14.(a)2.
of this Form 10-K.

In our opinion, the financial statement schedule referred to above,
when considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.

Minneapolis, Minnesota
September 1, 1995 COOPERS & LYBRAND L.L.P.

SCHEDULE II

VARITRONIC SYSTEMS, INC.

VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED JULY 31, 1995, 1994 AND 1993

COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
ADDITIONS

BALANCE AT CHARGED TO CHARGED DEDUCTIONS
BEGINNING COSTS AND TO OTHER FROM BALANCE AT
DESCRIPTION OF YEAR EXPENSES ACCOUNTS RESERVES END OF YEAR

Year Ended July 31, 1995:
Allowance for uncollectible accounts(A) $ 200,000 $ 73,866 $ -- $ 73,866 $ 200,000
Allowance for dealer program credits(A) 250,000 475,368 -- 465,368 260,000
Allowance for inventory valuation(B) 675,000 1,270,000 -- 250,000 1,695,000
TOTAL $1,125,000 $1,819,234 $ -- $ 789,234 $2,155,000

Year Ended July 31, 1994:
Allowance for uncollectible accounts(A) $ 175,000 $ 340,553 $ -- $ 315,553 $ 200,000
Allowance for dealer program credits(A) 325,000 370,636 -- 445,636 250,000
Allowance for inventory valuation(B) 550,000 175,000 -- 50,000 675,000
TOTAL $1,050,000 $ 886,189 $ -- $ 811,189 $1,125,000

Year Ended July 31, 1993:
Allowance for uncollectible accounts(A) $ 200,000 $ 7,550 $ -- $ 32,550 $ 175,000
Allowance for dealer program credits(A) 310,000 863,618 -- 848,618 325,000
Allowance for inventory valuation(B) 500,000 325,000 -- 275,000 550,000
TOTAL $1,010,000 $1,196,168 $ -- $1,156,168 $1,050,000

(A) Deducted from accounts receivable.
(B) Deducted from inventories.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

VARITRONIC SYSTEMS, INC.

By: /s/ Scott F. Drill October 26, 1995
Scott F. Drill, Chairman, President
and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1934, this report
has been signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

/s/ Scott F. Drill October 26, 1995
Scott F. Drill
Principal Executive Officer
and Director

/s/ Norbert F. Nicpon October 26, 1995
Norbert F. Nicpon
Principal Financial Officer
and Principal Accounting
Officer

/s/ Anton J. Christianson October 26, 1995
Anton J. Christianson
Director

/s/ Raymond F. Good October 26, 1995
Raymond F. Good
Director

/s/ Reid V. MacDonald October 26, 1995
Reid V. MacDonald
Director

The above people signing as directors represent a majority of the
members of the Board of Directors.

VARITRONIC SYSTEMS, INC.

EXHIBIT INDEX TO ANNUAL REPORT ON FORM 10-K
FOR FISCAL YEAR ENDED JULY 31, 1995

ITEM NO. DESCRIPTION METHOD OF FILING

3A. Restated Articles of Incorporated by reference to
Incorporation of Exhibit 3A to the Company's
registrant. Registration Statement on Form
S-1 (File No. 33-17589)

3B. Restated Bylaws of Incorporated by reference to
registrant. Exhibit 3B to the Company's
Registration Statement on Form
S-1 (File No. 33-17589)

3C. Certificate of Adoption of Incorporated by reference to
Amendment No. 1 to Exhibit 3C to the Company's
Restated Bylaws. Registration Statement on Form
S-1 (File No. 33-17589)

10A. Restated Incentive Stock Incorporated by reference to
Option Plan, as amended Exhibit 10A to the Company's
on August 24, 1993. Form 10-K for the fiscal year
ended July 31, 1993

10B. Lease of November 22, 1991, Incorporated by reference to
for the registrant's Exhibit 10B to the Company's
corporate offices in Form 10-K for the fiscal year
Minneapolis, Minnesota. ended July 31, 1992

10C. Lease of July 31, 1987, Incorporated by reference to
for the registrant's Exhibit 10AA to the Company's
manufacturing and Registration Statement on Form
distribution facility in S-1 (File No. 33-17589)
Brooklyn Park, Minnesota.

10D. Assignment of Patent Rights Incorporated by reference to
and Know-How Agreement from Exhibit 10CC to the Company's
Thomas K. McGourty and Registration Statement on Form
Lawrence F. McGourty, S-1 (File No. 33-17589)
relating to thermal transfer
strip lettering machine and
cassette system, dated May 15,
1985, as amended.

10E. Distribution Agreement for Incorporated by reference to
ProImage PosterPrinter Exhibit 10E to the Company's
by and between Itochu Form 10-K for the fiscal year
Corporation, Tokyo and the ended July 31,1994
registrant, dated November
1, 1993, as amended August 10,
1994 (confidential treatment
requested).

10F. Amended and Restated Incorporated by reference to
Employment Agreement. Exhibit 10F to the Company's
Form 10-K for the fiscal year
ended July 31, 1993

10G. $10,000,000 Revolving Credit Incorporated by reference to
Agreement and Promissory Exhibit 10H to the Company's
Note with Norwest Bank Form 10-K for the fiscal year
Minneapolis, N.A., dated ended July 31, 1993
January 31, 1992, as amended
September 17, 1992 and April
19, 1993.

10H. 1994 Incentive Stock Option Incorporated by reference to
Plan, dated October 25, 1994. Exhibit 10H to the Company's
Form 10-K for the fiscal year
ended July 31, 1994

10I. Nonqualified Stock Option Incorporated by reference to
Plan and Agreement. Exhibit 10A to the Company's
Form 10-Q for the quarter
ended October 31,1994

10J. Sixth Amendment to the Filed herewith
$10,000,000 Revolving Credit
Agreement and Promissory Note
with Norwest Bank, Minneapolis,
N.A., dated July 31, 1995.

11. Schedule Regarding Filed herewith
Computation of Earnings
per Share.

13. Annual Report to Shareholders, Filed herewith
pages 4-16.

23. Consent of Independent Filed herewith
Accountants.

27. Financial Data Schedules. Filed herewith