ARTICLES OF INCORPORATION
                                       OF
                           MERRILL INTERNATIONAL INC.


         The undersigned incorporator, being a natural person 18 years of age or
older, in order to f on a corporate entity under Minnesota Statutes, Chapter
302A, hereby adopts the following Articles of Incorporation:

                                   ARTICLE I

         The name of this Corporation is Merrill International Inc.

                                   ARTICLE II

         The registered office of this Corporation is located at One Merrill
Circle, St. Paul, Minnesota  55108.

                                  ARTICLE III

         This Corporation is authorized to issue an aggregate total of 10,000
shares, all of which shall be designated Common Stock, having a par value of
$.0l per share.

                                   ARTICLE IV

         The name and address of the incorporator of this Corporation is as
follows:

                                Anne M. Lonsbury
                               2200 Norwest Center
                               90 South 7th Street
                          Minneapolis, Minnesota 55402

                                   ARTICLE V

         No shareholder of this Corporation shall have any cumulative voting
rights.

                                   ARTICLE VI

         No shareholder of this Corporation shall have any preemptive rights to
subscribe for, purchase or acquire any shares of the Corporation of any class,
whether unissued or now or hereafter authorized, or any obligations or other
securities convertible into or exchangeable for any such shares.

                                  ARTICLE VII

         Any action required or permitted to be taken at a meeting of the Board
of Directors of this Corporation not needing approval by the shareholders under
Minnesota Statutes, Chapter 302A,




may be taken by written action signed by the number of directors that would be
required to take such action at a meeting of the Board of Directors at which
all directors are present.

                                  ARTICLE VIII

         No director of this Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty by such director as a director; provided, however, that this Article shall
not eliminate or limit the liability of a director to the extent provided by
applicable law (i) for any breach of the director's duty of loyalty to the
Corporation or its shareholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
section 302A.559 or 80A.23 of the Minnesota Statutes, (iv) for any transaction
from which the director derived an improper personal benefit or (v) for any act
or omission occurring prior to the effective date of this Article. No amendment
to or repeal of this Article shall apply to or have any effect on the liability
or alleged liability of any director of the Corporation for or with respect to
any acts or omissions of such director occurring prior to such amendment or
repeal.

         IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of
November, 1994.


                                           /s/ Anne M. Lonsbury
                                           ------------------------------------
                                           Anne M. Lonsbury, Incorporator


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