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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(MARK ONE)

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED JANUARY 31, 1997

/ / 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: 0-14082

MERRILL CORPORATION

(Exact name of Registrant as specified in its charter)

MINNESOTA 41-0946258
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

ONE MERRILL CIRCLE
ST. PAUL, MINNESOTA 55108
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (612) 646-4501

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

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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. /X/

As of April 23, 1997, 7,915,900 shares of Common Stock of the Registrant
were outstanding, and the aggregate market value of the Common Stock of the
Registrant as of that date (based upon the last reported sale price of the
Common Stock at that date by the Nasdaq National Market) excluding
outstanding shares owned beneficially by officers and directors, was
approximately $142,871,000.

DOCUMENTS INCORPORATED BY REFERENCE

This Report does not repeat important information that you can find in
selected pages of our Annual Report to Shareholders for the year ended January
31, 1997 (Annual Report) and in our Proxy Statement for our Annual Meeting on
May 20, 1997 (Proxy Statement). The SEC allows us to "incorporate by reference"
portions of these documents, which means that we can disclose important
information to you by referring you to other documents which are legally
considered to be a part of this Report. We encourage you to read the referenced
pages in the Annual Report and Proxy Statement for a more thorough understanding
of our company and business.

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TABLE OF CONTENTS

PART I................................................................................. 1

ITEM 1. BUSINESS..................................................................... 1

ITEM 2. PROPERTIES................................................................... 8

ITEM 3. LEGAL PROCEEDINGS............................................................ 8

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.......................... 9

PART II................................................................................ 9

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS........ 9

ITEM 6. SELECTED FINANCIAL DATA...................................................... 10

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS................................................................... 10

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.................................. 10

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE................................................................... 10

PART III............................................................................... 10

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.......................... 10

ITEM 11. EXECUTIVE COMPENSATION...................................................... 10

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.............. 10

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............................. 11

PART IV................................................................................ 11

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS OF FORM 8-K............ 11

REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE...................... 13

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS....................................... 14

SIGNATURES............................................................................. 15

EXHIBIT INDEX.......................................................................... 16

PART I

ITEM 1. BUSINESS

(a) GENERAL DEVELOPMENT OF BUSINESS

Merrill Corporation provides a full range of typesetting, printing, document
management and reproduction, distribution and marketing communication services
to financial, legal, funds and corporate markets. Our headquarters are in St.
Paul, Minnesota and we have 29 locations in major cities across the United
States, including six regional printing plants. In addition, we have
distribution operations in St. Cloud, Minnesota and Monroe, Washington. We also
service financial and corporate printing clients internationally with joint
venture operations in Canada, Europe and Asia, and through arrangements with
printing companies in many cities around the world.

Since February 1, 1996, we have acquired three businesses. On March 29,
1996, we bought FMC Resource Management Corporation (FMC) near Seattle. FMC is a
manufacturing, distribution and inventory management business. On April 15,
1996, we purchased selected assets of The Corporate Printing Company, Inc. and
its related companies and partnerships (CPC), a New York financial and corporate
printer. CPC had offices in New York, Washington, D.C. and Maryland. On February
21, 1997, we bought most of the assets of Roald Marth Learning Systems, Inc.
which used the name Superstar Computing (Superstar). Superstar provides computer
systems and training to the real estate industry.

On May 17, 1996, we combined our Canadian financial and corporate business
with certain assets of Quebecor Printing, Inc. into a joint venture known as
Quebecor Merrill Canada, Inc.

On October 25, 1996, we sold $35 million of Senior Notes through a private
placement. The proceeds were used to reduce our short-term bank line of credit
that we had used to finance the FMC and CPC acquisitions earlier in the year.

On November 25, 1996, we replaced our existing revolving credit agreement
with a $40 million revolving credit agreement with a group of banks. The new
agreement expires on November 29, 1999.

Merrill Corporation is a Minnesota corporation that was organized in 1968
under the name "K.F. Merrill Company." Our main offices are at One Merrill
Circle, Energy Park, St. Paul, Minnesota 55108, telephone (612) 646-4501.

Unless it does not make sense in the sentence, when we use "Company,"
"Merrill," "our" or "we," those terms also include our subsidiaries, Merrill/New
York Company, Merrill/Magnus Publishing Corporation, Merrill Corporation,
Canada, Merrill/ May, Inc., Merrill International, Inc, Merrill Real Estate
Company, FMC Resource Management Corporation and Merrill/ Superstar Computing
Company.

(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

Since we started in 1968, Merrill's revenues, operating profits and assets
have come from one business segment: we have provided document typesetting,
printing, management and reproduction, distribution and marketing communication
services for the financial, legal, funds and corporate markets. Please refer to
pages 12 to 27 of our 1997 Annual Report to Shareholders for more information.
That information is part of our disclosure in this Report.

We are a document management and services company; we use advanced computer
and telecommunication technology to provide a full range of services to our
customers. These services include typesetting, printing, electronic document
formation, reproduction, facilities management, distribution and marketing
communication services. We market these services through the following product
sectors: financial, funds, document management services and managed
communications.

CATEGORIES OF SERVICE

We divide our revenue into four groups: Financial, Corporate, Document
Management Services and Commercial and Other work. The following table shows the
percentage of revenue Merrill has produced in each of those groups for our past
three fiscal years:

YEAR ENDED JANUARY 31,
-------------------------------------
CATEGORY OF SERVICE 1997 1996 1995
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Financial............ 40.6% 36.1% 33.4%
Corporate............ 27.6% 29.5% 33.4%
Document Management
Services............ 11.2% 12.9% 9.9%
Commercial and
Other............... 20.6% 21.5% 23.3%
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Total............ 100.0% 100.0% 100.0%
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FINANCIAL AND CORPORATE

GENERAL

The Financial revenue category includes the production and distribution of
time-sensitive, transactional financial documents, such as registration
statements, prospectuses and other printed materials that are part of business
financings and acquisitions.

Merrill's Corporate revenue category includes the production and
distribution of corporate documents that our clients provide at regular
intervals. Corporate revenue includes documents marketed through both our
financial and funds product sectors. Some examples are annual and quarterly
reports and proxy materials for companies. Other examples are registration
statements, compliance and marketing materials for unit investment trusts and
mutual funds. We use the same technology and people to provide both Financial
and Corporate printing services.

We are a service-oriented company. The production of financial and corporate
documents requires rapid typesetting, printing and electronic conversion
services that are available twenty-four hours per day and tailored to the
exacting demands of our customers. We receive information directly from our
customers in various forms, including typed or handwritten pages, tapes, faxes,
disks, modems, Internet-based files, and direct links from customers' computers.
The information may come into one of our offices, which will transmit it by fax
or direct electronic connection (modem) to our centralized production facilities
for processing into a typeset or electronic document. Each document typically
goes through many cycles of proofreading and editing. Each version of a document
is typeset or converted to an electronic format required by the SEC (EDGAR), and
distributed to the people drafting it, including corporate executives,
investment bankers, attorneys and accountants. If the drafters are in different
cities, the proofs must be delivered simultaneously to different parts of the
country.

Just before the final version of a financial or corporate document is
completed, the drafting group will usually meet in one of our conference rooms
in our offices. These "in-houses" are one of the most time-critical services
that we provide. In-house sessions require the accurate and rapid turnaround of
the edited pages and expert knowledge of the documents and filing requirements
of the SEC. We also need to provide a comfortable and pleasant environment for
the many hours of drafting. After the customers have made their final changes,
we quickly prepare an electronic submission for filing through EDGAR. We also
create paper copies of the document and exhibits for filing with the SEC and
other regulatory authorities. The document is then printed, collated, bound and
distributed in booklet form. We can also produce material electronically for
distribution via the Internet in PDF or HTML formats (computer coding that makes
it possible to look at pages of text on a computer screen).

"HUB AND SPOKE" NETWORK

We use computers and telecommunication technology to create a "hub and
spoke" network for Merrill's financial and corporate services, linking our
typesetting centers in St. Paul and suburban Baltimore (the hubs) with our 22
service facilities in the United States (the spokes). We also have the

technology to link the hubs directly to our customers and to our international
partners and affiliates.

CENTRAL COMPUTERIZED PRODUCTION FACILITY. Merrill has computer systems in
our central production facility located in St. Paul that work with communication
technology and software we have developed. We use computers, communication
controllers, text entry and editing stations, laser typesetting equipment, and a
number of special purpose computer subsystems for data conversion and
information management. Each critical piece of equipment in the system has at
least one back-up device. We designed the computer systems to be
high-performance, reliable, and secure.

The concentration of equipment and typesetting personnel in a central
facility has been a key Merrill strategy to reduce overhead and labor costs,
train people more effectively, and use our resources efficiently. In addition,
with the growth of the Company, a second hub in suburban Baltimore has given us
regional focus and stronger backup in case of a disaster to the St. Paul hub. We
believe we benefit more quickly from new technologies that have decreased costs
and improved the quality of our service, since new technologies and methods in
the hub facilities immediately benefit the spoke facilities. We also believe
that we are better able to allocate our typesetting resources when and where our
customers need them.

NATIONAL COMMUNICATIONS NETWORK. Merrill has a self-contained
telecommunications network connecting our service facilities with the hubs. We
transmit documents and production control information electronically among our
offices. The network consists of digital lines connecting each of our service
facilities with the hubs, automated data switching and routing equipment and the
software that controls the communications. Designed to operate continuously, the
network is highly efficient and reliable. We have back-up service for each
section of the network, in case any or all of it fails to operate.

SERVICE FACILITIES. Merrill staffs service facilities with sales,
administrative, customer service, production, duplication and distribution
personnel. The service facilities have conference rooms with support staff,
office equipment and amenities to give our customers a comfortable work
environment in which to meet, write and revise their documents. The service
facilities have photo-imaging equipment to produce high quality images using the
electronic information received from the hubs. Within minutes of completion, we
can transmit documents to one or more service facilities for distribution.

MERRILLLINK-TM-. We developed the MERRILLLINK system to connect our hubs to
other locations through the use of portable printing devices in the client's
office or at our smaller sales offices. We can edit typeset pages and provide
proof distribution to remote locations throughout the world. MERRILLLINK lets us
do business almost anywhere. The system is particularly helpful in our financial
work where our customers require a quick turnaround.

INTERNATIONAL SERVICE. Merrill and Burrups, Ltd., a London-based financial
printing company, jointly market international financial transaction business
worldwide. Both companies work together to give customers integrated document
typesetting, printing and distribution services wherever the document originates
or needs to be delivered. Besides London, Burrups has full service facilities in
Frankfurt, Luxembourg, Paris, and Tokyo for use in our joint international
service.

We also market and service financial and corporate documents in Canada
through a joint venture with Quebecor Printing, Inc., a large commercial printer
based in Montreal. Quebecor Merrill Canada, Inc. has full service facilities in
Calgary, Montreal, Toronto, and Vancouver.

We have also established relationships with financial printing companies in
thirty-six countries who provide services to us on an "as needed" basis. We have
the software and hardware for electronic communications between our production
hubs and the

international service facilities. With this electronic connection and the
MERRILLLINK system, we can transmit high-quality typeset documents for printing
and distribution in Europe, Asia, the Middle East, Africa, the Pacific Rim and
Latin America without the time delays and costs of air shipment.

THE JOB CONTROL SYSTEM. We coordinate the activities of our service
facilities through our own Job Control System (JCS). This system tracks each
document from the time we receive it through production and billing. Information
can be sent to and retrieved from the JCS by any service facility and can be
immediately read in the hubs. During the production phase, the JCS assigns job
numbers and tracks information about the document, such as dates and the times
at which proofs are due, style and job specifications, messages regarding the
job and last-minute changes. Distribution of drafts is a critical task in the
preparation of financial documents, and the JCS simplifies this task. It keeps a
current address list for each job, the history of the distribution, and the
method of delivery for each proof. We also use the production information
collected in the JCS for billing.

EDGAR

The SEC now requires public companies or their agents to file most
disclosure information in an electronic format through EDGAR, rather than in
paper. This electronic format, usually in ASCII, includes additional submission
information and coding "tags" embedded in the document. The SEC uses this
embedded information to analyze the document and to help the public retrieve
these disclosures. EDGAR filings are generally delivered by modem on a telephone
line, but may be delivered on magnetic computer tape or by diskette. We convert
SEC forms and exhibit documents from standard word processing and other computer
formats to the EDGAR format and we then assemble these documents for electronic
filing with the SEC.

Merrill has been involved in all stages of EDGAR's development. We wrote
software that enables us to prepare documents in single source files and file
the electronic version of financial and corporate documents quickly. "Single
source files" mean we make only one set of corrections to alter both the
electronic and print files -- reducing the chance of inconsistency. We have a
dedicated data line directly to the SEC's computers, which avoids busy signals
and other tie-ups. In addition, we have trained our staff extensively to
coordinate the preparation of these EDGAR filings. We keep participants informed
of EDGAR developments by publishing quarterly Merrill's EDGAR ADVISOR-TM-, a
newsletter for distribution to lawyers, corporate executives and other readers.
We conduct seminars throughout the country on EDGAR. Customers may call our
toll-free EDGAR information line. We also publish a variety of reference
materials on EDGAR rules, forms, and procedures.

We have experienced increased demand for EDGAR filing services in both our
financial and corporate categories of services. Many public companies choose not
to manage their own EDGAR filings and use outside services to meet EDGAR filing
requirements. We believe that our full array of EDGAR services will continue to
enhance the need for our other time-sensitive document services.

DOCUMENT MANAGEMENT SERVICES

Merrill provides comprehensive document management services for our
customers. We work both on an ongoing basis, which can include management of the
client's entire photocopying, typesetting, imaging and/or mailroom facilities,
and on a transactional basis, which includes photocopying and electronic imaging
services on an as needed basis.

We offer comprehensive office photocopying, typesetting and mailroom
facility management services to our customers in Document Service Centers (DSCs)
within their offices. These services involve providing for a client's document
management needs, including on-site employees, equipment and management of the
operation.

We typically enter into three-year agreements with our clients to provide a
range of services at their location. We help our customers determine their
needs, and

provide the equipment, staff, and management to meet those needs. Since most of
our DSCs are located in cities where we have our own full-service facilities, we
can provide back-up capacity and personnel to our DSC customers as needed.

The transactional business includes document reproduction for projects that
are time-sensitive or otherwise require special service, such as photocopying
documents for large litigation matters. We produce the photocopies at our own
service facilities or we place photocopying equipment and personnel at the
client's office. Document reproduction services require rapid turnaround and
availability twenty-four hours per day. Our document reproduction customers
typically have several boxes of documents that may be in file folders, stapled
or on varying sizes of paper. We take apart, photocopy and reassemble the
original documents and copies as instructed by the client. We also provide
sequential numbering, binding and imaging services for these documents, if
requested. Photocopying projects range from single copies of short documents to
very complicated tasks.

Our full-service facilities include document management equipment and
personnel. Each service facility is equipped with high-performance photocopying
equipment. We make efficient use of this equipment by performing project
photocopying during times when the equipment would otherwise be idle. We also
operate document reproduction facilities in Century City (Los Angeles area) and
Union, New Jersey.

COMMERCIAL AND OTHER SERVICES

GENERAL

The Commercial and Other revenue category includes document services
performed by our Merrill/May, Inc. (Merrill/ May) and FMC Resource Management
Corporation (FMC) subsidiaries, as well as revenue from the production of other
commercial documents, including health care provider directories, price
catalogs, insurance industry annual reports, sample ballots, directories, and
technical manuals from electronic information supplied by customers. Merrill/May
provides custom marketing communication services to corporate customers and
demand printing and distribution services designed to promote the corporate
identity of large, national customers with multiple franchisees, members,
divisions or affiliated organizations, including real estate companies, fast
food restaurants, and credit card companies. FMC provides manufacturing,
distribution, and inventory management services of marketing items for large,
geographically diverse companies, such as department stores.

MANAGED MARKETING COMMUNICATIONS

We provide demand printing and distribution of "corporate identity"
materials -- brochures, business cards, even clothing that carries the
distinctive marks and symbols of those corporations. We call this managed
marketing communications. Merrill/ May's customers are usually large, national
customers with multiple franchisees, members, divisions or affiliated
organizations (member organizations).

Like Merrill/May, FMC provides manufacturing, distribution, and inventory
management services, such as commercial printing, business forms, digital
printing, display items, collateral materials, (i.e. hangers, pricetags, and
point of purchase signage), and gift certificates for large companies with
multiple locations and departments that are seeking consistency throughout the
organization.

Merrill/May can produce multi-color, highly technical, commercial quality
printed materials. We develop, produce, and prepare a catalog of the printed
products, which includes other promotional merchandise produced by third
parties. We also distribute the client-specific catalogs to the client's member
organizations. To our real estate customers, we also offer computer training and
technology services.

Merrill/May develops direct relationships with the individual member
organizations, which are often independently owned and operated and make their
own print purchasing decisions. We use a sophisticated

order entry system, including a large inbound telemarketing staff, to receive
and process orders. A member organization or an individual can place an order by
mail, fax or toll free number. Our customer service representative processing
the order will have access to the client's purchase history (if an existing
client) and can suggest reordering certain items, cross-sell complementary items
or alert the client to current specials. Merrill/ May accepts major credit cards
and payment is typically made upon placing the order.

We produce printed materials in large quantities, which we warehouse pending
receipt of an order. Products ordered from a catalog typically require
additional "personalizing" for the ordering member organization. They are
checked for quality, packaged and shipped. Promotional merchandise (point of
purchase, advertising specialty, premiums and incentives) included in a catalog
that are produced by third parties are generally shipped directly by the
manufacturer to the ordering member organization. Merrill/May uses a materials
handling system with automated handling, order consolidation and shipping. Most
orders are filled within four days of receipt.

Our centralized production and fulfillment benefits both the national
account client and its member organizations. The national account client can
control the use of its trademarks and enjoy the economies of mass production.
The members, the ultimate consumers of Merrill/May's services, receive quality
products, fast delivery and prices that we believe are competitive with prices
charged by local print shops.

Merrill/May's customers are located in all fifty states and Canada, with
limited shipments to Mexico, Puerto Rico, Australia, New Zealand, France and
England.

Merrill/May also provides custom marketing communications and publishing
services, primarily to financial services companies, media organizations,
retailers and the health care industry. The types of custom publications we
produce include magazines, tabloids, newsletters, booklets and catalogs used by
customers for their marketing purposes. We work with customers in the design,
editorial content and lists for these publications. We typeset, print and mail
the publications. Most often, we operate on annual contracts for this work.

Our commercial typesetting business provides full document services,
including camera, pre-press and printing services for one- or multi-color
publications. These commercial printing projects, like financial and corporate
printing, require a high level of attention to detail, quick turnaround times,
and responsive customer service. We believe that offering a high level of
specialty service is a competitive advantage in certain niches of the commercial
printing business.

PRINTING SERVICES

We currently operate printing plants in St. Paul, Los Angeles, Chicago,
Dallas and New Jersey. We have found it advantageous to operate printing presses
at these locations to service our financial printing customers, and service a
portion of our recurring corporate and commercial printing business. Corporate
and commercial printing is generally more predictable in volume and less
time-sensitive in nature than financial printing. Because we use the presses for
both types of printing, we retain the flexibility to meet the immediate demands
of financial printing.

In all markets, we have identified several printers capable of meeting our
production needs on an "as required" basis. We use associated printers when we
need additional capacity in markets where we do not own presses, when special
printing equipment is needed, or when we have overflow work. We generally select
associated printers on a job-by-job basis, based upon considerations of price,
availability and suitability of press equipment.

We also operate a printing plant in St. Cloud, Minnesota, for our
specialized color printing services. SEE BUSINESS -- COMMERCIAL AND OTHER
SERVICES -- MANAGED MARKETING COMMUNICATIONS ABOVE.

MARKETING AND CUSTOMERS

We market our services through the following product sectors:

- Financial (includes transaction and compliance documents)

- Funds

- Document Management Services

- Managed Communications

We sell our products and services nationwide through a direct sales
organization operating from our service facilities and sales offices. We market
in Canada through employees of our joint venture, Quebecor Merrill Canada Inc.
Internationally, we sell with Burrups, Ltd. through the direct sales by
employees of each company.

We market managed communications through direct sales teams based in St.
Cloud, Minneapolis/St. Paul, San Francisco and the Seattle area.

We direct our financial and corporate printing services to executives of
corporations whose securities are or are about to be publicly traded. We also
sell to the advisers to those companies -- corporate finance underwriters,
municipal bond underwriters, and attorneys, as well as others who require fast
and accurate typesetting. Funds services are marketed to mutual fund and unit
investment trust managers.

We sell our commercial printing services primarily to corporations,
associations, insurance companies and legal, institutional and governmental
publishers, and market our document management services primarily to lawyers,
paralegals, law office administrators, and legal departments of corporations.

We market our demand printing and distribution services to large, national
customers with multiple franchisees, members, divisions or affiliated
organizations and our custom publication services to financial service companies
(such as banks, credit unions and insurance companies), television and radio
stations and networks, trade associations, manufacturers and vacation travel
industries. We sell computer training and technology services to real estate
agents through industry networking, telemarketing and other direct marketing
methods.

As of April 15, 1997, we employed 230 full-time salespeople to market
typesetting, printing, publishing, distribution and document management and
reproduction services. Our salespeople solicit business from existing and
prospective customers. Together with the customer service representatives, the
sales team helps coordinate our services and provides advice and assistance to
customers.

COMPETITION

Merrill competes with many domestic and international companies in the
financial and corporate printing industries, including two principal U.S.-based
competitors, Bowne & Co., Inc. and R.R. Donnelley & Sons Company. Both Bowne and
Donnelley are major competitors in most of our financial and corporate printing
markets.

We also compete for complex, large-run typesetting work with a number of
other computer typesetting firms, and we compete for medium-run printing work
with a number of commercial web press printers.

In the managed communications business, we believe our primary competitors
are local print shops and marketing service firms, including advertising
agencies, custom publication printers, direct mail firms, and television, radio,
newspapers, magazine and other media organizations. We also compete with
computer training organizations and computer retailers.

In our document management services businesses, we compete with three
nationwide service companies -- Xerox Corporation, Pitney Bowes and IKON -- and
a number of smaller local companies. We also compete with litigation support
services vendors and a large number of photocopying and imaging shops, including
privately-owned shops as well as franchise operations. Competition in this part
of our business is intense and is based principally on service, price, speed,
accuracy, technological capability and established relationships.

We believe that Merrill competes favorably with our competitors.

EMPLOYEES

As of April 15, 1997, we had 2,751 full-time employees and 53 part-time
employees. None of our employees is covered by a collective bargaining
agreement. We consider our employee relations to be good.

Merrill's senior management and certain technical personnel have substantial
experience and expertise in the document services industry. We consider the
retention of these employees to be important to our continued success.

We compete intensely with others in the industry to attract and retain
qualified salespeople. However, we believe that we are able to provide
incentives sufficient to minimize the loss of key salespeople and to attract
productive new salespeople for both replacement and expansion of our sales team.
Many salespeople are under employment contracts of varying terms with us.

(d) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT
SALES

Substantially all of our revenue, operating profit and identifiable assets
are based in the United States.

ITEM 2. PROPERTIES

We lease all of our facilities, except two.

We own Merrill/May's main facility in St. Cloud that includes approximately
123,000 square feet.

We also own the Energy Park Business Center in St. Paul. This space consists
of approximately 150,000 square feet in two buildings adjacent to our principal
production and administrative office facility. We maintain several of our
corporate and administration departments in these buildings along with the
prepress and reprographics departments. We believe that owning these buildings
allows us to plan our expansion more efficiently. All of the approximately
91,000 square feet of space available for lease is currently leased to other
businesses.

Our main office in St. Paul includes 47,000 square feet and is leased from
the Port Authority of the City of St. Paul. The terms of our agreements with the
Port Authority are in a facilities lease and land lease, both dated October 1,
1985, which require us to pay rent to the Port Authority in the amounts of
$24,069 per month and $3,431 per month, respectively, for terms expiring on
November 30, 2005. Each lease grants us the option to purchase the property at
the end of the term. Under the facilities lease, we may purchase the building
for $254,500 and the land for $167,140 at the end of the lease terms.

Our New York City full service facility consists of approximately 102,000
square feet of leased space on three floors of a building in Greenwich Village.
We are required to pay rent in the amount of $57,385 per month for a term
expiring on October 31, 2014.

We also lease service facilities, sales offices and warehouse space in other
cities, with space ranging from 200 square feet to 77,000 square feet. These
leases have expiration dates ranging from June 1997 to May 2005 under which we
make monthly payments aggregating approximately $363,000, including rental fees,
real estate taxes and operating expenses.

We make a continuing effort to keep all of our properties and facilities
modern, efficient and adequate for our operating needs.

ITEM 3. LEGAL PROCEEDINGS

We do not know of any important legal, governmental, administrative or other
matters that would significantly affect Merrill's business or property.

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

We did not ask our shareholders to vote on anything during the fourth
quarter of fiscal year 1997.

ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of Merrill, their ages, the year they became
executive officers and the offices held as of April 28, 1997 are as follows:

YEAR FIRST
ELECTED
OR APPOINTED AS
AN
NAME AGE EXECUTIVE OFFICER TITLE
- ----------------------- --- ----------------- ------------------------------------------

John W. Castro 48 1980 President and Chief Executive Officer
Rick R. Atterbury 43 1981 Executive Vice President
Steven J. Machov 46 1987 Vice President, General Counsel and
Secretary
Kathleen A. Larkin 37 1993 Vice President -- Human Resources
Kay A. Barber 46 1995 Vice President -- Finance, Chief Financial
Officer, Treasurer

Our executive officers are elected by the Board of Directors. The officers
serve one-year terms that begin with their election at the first meeting of the
Board of Directors after the annual meeting of shareholders. Their terms end at
the same meeting the following year. The President and Chief Executive Officer
appoints other officers who serve at his discretion. There are no family
relationships between any of the executive officers or directors. There has been
no change in position of any of the executive officers during the past five
years, except as we explain below:

Mr. Atterbury was elected Executive Vice President in 1996. He previously
served as Vice President -- Operations.

Mr. Machov was elected Vice President in May 1993.

Ms. Larkin joined Merrill in April 1993 as Manager of Human Resources and
was appointed Vice President -- Human Resources in December 1993. From February
1987 to March 1993, Ms. Larkin was Employee Relations Manager for The Gillette
Company, a personal care products manufacturer.

Ms. Barber joined Merrill in August 1995 as Vice President -- Finance, Chief
Financial Officer and Treasurer. From January 1993 to August 1995, Ms. Barber
was Vice President, Finance and Controller for Growing Healthy, Inc., a frozen
baby food company. From March 1991 to August 1992, she served as Director,
Planning and Financial Analysis for NeXT Computer, Inc., a computer hardware and
software company.

PART II

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

Please refer to the section called "Quarterly Stock Price Comparison" on
page 11 of our 1997 Annual Report for additional important information about
Merrill's stock price. That information is part of our disclosure in this
Report. You should review this information carefully. Merrill did not sell any
unregistered securities from November 1, 1996 through January 31, 1997.

ITEM 6. SELECTED FINANCIAL DATA

The financial information in the table on page 27 of our 1997 Annual Report
should be reviewed. It is part of our disclosure in this Report.

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

Please review the information under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 6 to 11 of
our 1997 Annual Report. It is part of our disclosure in this Report and analyzes
our financial performance over the last few years. You should review this
information carefully.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our "Consolidated Financial Statements" on pages 12 to 27 (including the
unaudited information in the "Quarterly Financial Data" section on page 26) and
the Report of Independent Accountants on page 28 of our 1997 Annual Report are
part of our disclosure in this Report. You should review this information
carefully.

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

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(a) DIRECTORS OF THE REGISTRANT.

Please review the information under the captions "Election of Directors --
Information About Nominees" and "Other Information About Nominees" on pages 5
and 6 of our 1997 Proxy Statement. It is part of our disclosure in this Report.
You should review this information carefully.

(b) EXECUTIVE OFFICERS OF THE REGISTRANT.

Information concerning Merrill's Executive Officers is included in this
Report under Item 4A, "Executive Officers of the Registrant."

The information under the caption "Section 16(a) Beneficial Ownership
Reporting Compliance" on page 22 of our 1997 Proxy Statement is part of our
disclosure in this Report. You should review this information carefully.

ITEM 11. EXECUTIVE COMPENSATION

The information under the captions "Election of Directors -- Directors'
Compensation" on pages 7 and 8 and "Executive Compensation" on pages 8 to 15,
(excluding the "Comparative Stock Performance" graph on page 13), of our 1997
Proxy Statement is part of our disclosure in this Report. You should review this
information carefully.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information under the captions "Security Ownership of Certain Beneficial
Owners and Management" on pages 3 and 4, and "Election of Directors --
Information About Nominees" on

page 5 of our 1997 Proxy Statement is part of our disclosure in this Report. You
should review this information carefully.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

PART IV

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

(a) 1. Financial statements:

The following Financial Statements are part of our disclosure in
this Report and are found on the following pages in our 1997 Annual
Report:

Consolidated Balance Sheets as of January 31, 1997 and 1996
-- page 12.

Consolidated Statements of Operations for the years ended
January 31, 1997, 1996 and 1995 -- page 13.

Consolidated Statements of Cash Flows for the years ended
January 31, 1997, 1996 and 1995 -- page 14.

Consolidated Statements of Changes in Shareholders' Equity
for the years ended January 31, 1997, 1996 and 1995 -- page 15.

Notes to Consolidated Financial Statements -- pages 16-26.

Report of Independent Accountants -- page 28.

2. Financial statement schedules:

The following supplemental schedule and report of independent
accountants are part of our disclosure in this Report and should be
read together with the consolidated financial statements in the 1997
Annual Report we refer to above (page numbers refer to pages in this
Report):

PAGE
-----

Report of Independent Accountants............................................................ 13

Supplemental Schedule:

II Valuation and Qualifying
Accounts................................................................................. 14

We are omitting all other schedules either because the
information does not apply or the information is in the consolidated
financial statements or related notes.

3. Exhibits:

The exhibits to this Report are listed in the Exhibit Index on pages 16 to
18 of this Report.

If you were a shareholder on April 1, 1997, you may request copies of any of
these exhibits by writing to: Investor Relations, Merrill Corporation, One
Merrill Circle, St. Paul, Minnesota 55108. We may charge a small handling fee
for the copies.

The following is a list of each management contract or compensatory plan or
arrangement we need to file as an exhibit to this Report:

A. Employment Agreement between John Castro and the Company (this was made
part of our disclosure in Exhibit 10 to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended April 30, 1989 (File No.
0-14082)).

B. Amendment to Employment Agreement between John Castro and the Company
(this was made part of our disclosure in Exhibit 10.9 to the Company's
Annual Report on Form 10-K for the fiscal year ended January 31, 1994
(File No. 0-14082)).

C. Employment Agreement between Rick R. Atterbury and the Company (this was
made part of our disclosure in Exhibit 10.2 to the Company's Annual
Report on Form 10-K for the fiscal year ended January 31, 1991 (File No.
0-14082)).

D. Amendment to Employment Agreement between Rick R. Atterbury and the
Company (this was made part of our disclosure in Exhibit 10.3 to the
Company's Annual Report on Form 10-K for the fiscal year ended January
31, 1994 (File No. 0-14082)).

E. 1987 Omnibus Stock Plan, as amended (this was made part of our
disclosure in Exhibit 10.14 to the Company's Annual Report on Form 10-K
for the fiscal year ended January 31, 1991 (File No. 0-14082)).

F. 1993 Stock Incentive Plan, as amended (this is included with this
filing).

G. Option Agreement between Ronald N. Hoge and the Company (this was made
part of our disclosure in Exhibit 10.9 to the Company's Annual Report on
Form 10-K for the fiscal year ended January 31, 1993 (File No. 0-14082)).

H. 1996 Non-Employee Director Plan (this is included with this filing).

(b) REPORTS ON FORM 8-K:

No reports on Form 8-K were filed during the fourth quarter of the fiscal
year ended January 31, 1997.

REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE

Our report on the consolidated financial statements of Merrill Corporation
has been incorporated by reference in this Form 10-K from page 28 of the 1997
Annual Report to Shareholders of Merrill Corporation. In connection with our
audits of such financial statements, we have also audited the related financial
statement schedule listed in 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.

COOPERS & LYBRAND L.L.P.

St. Paul, Minnesota

March 25, 1997

SCHEDULE II

MERRILL CORPORATION
VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED JANUARY 31, 1997, 1996 AND 1995
(IN THOUSANDS)

COLUMN C
--------------------
COLUMN B ADDITIONS COLUMN D
---------- -------------------- ---------- COLUMN E
COLUMN A BALANCE AT CHARGED DEDUCTIONS -----------
- -------------------------------------------------- BEGINNING CHARGED TO OTHER FROM BALANCE AT
DESCRIPTION OF YEAR TO INCOME ACCOUNTS RESERVES END OF YEAR
- -------------------------------------------------- ---------- --------- -------- ---------- -----------

Year Ended January 31, 1995
Valuation account deducted from assets to which
it applies --
Allowance for doubtful accounts............... $2,294 $2,038 $177(A) $1,679(B) $2,830
---------- --------- -------- ---------- -----------
---------- --------- -------- ---------- -----------
Allowance for unbillable inventories.......... $ 495 $ 183(C) $ 312
---------- ---------- -----------
---------- ---------- -----------

Year Ended January 31, 1996
Valuation account deducted from assets to which
it applies --
Allowance for doubtful accounts............... $2,830 $1,486 $ 26(A) $ 797(B) $3,545
---------- --------- -------- ---------- -----------
---------- --------- -------- ---------- -----------
Allowance for unbillable inventories.......... $ 312 $ 250 $ 562
---------- --------- -----------
---------- --------- -----------

Year Ended January 31, 1997
Valuation account deducted from assets to which
it applies --
Allowance for doubtful accounts............... $3,545 $2,861 $ 61(A) $ 440(B) $6,027
---------- --------- -------- ---------- -----------
---------- --------- -------- ---------- -----------
Allowance for unbillable inventories.......... $ 562 $2,678 $3,240
---------- --------- -----------
---------- --------- -----------

- ------------------------

(A) Recoveries on accounts previously written off.

(B) Uncollectible accounts written off and adjustments to the allowance.

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.

(REGISTRANT) MERRILL CORPORATION
BY (SIGNATURE) /s/ JOHN W. CASTRO
(NAME AND TITLE) John W. Castro, President and Chief Executive Officer
(DATE) April 30, 1997

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

BY (SIGNATURE) /s/ JOHN W. CASTRO
(NAME AND TITLE) John W. Castro, President and Chief Executive Officer (Principal Executive Officer) and Director
(DATE) April 30, 1997

BY (SIGNATURE) /s/ KAY A. BARBER
(NAME AND TITLE) Kay A. Barber, Vice President -- Finance, Chief Financial Officer and Treasurer (Principal Financial
and Accounting Officer)
(DATE) April 30, 1997

BY (SIGNATURE) /s/ ROBERT F. NIENHOUSE
(NAME AND TITLE) Robert F. Nienhouse, Director
(DATE) April 30, 1997

BY (SIGNATURE) /s/ RICHARD G. LAREAU
(NAME AND TITLE) Richard G. Lareau, Director
(DATE) April 30, 1997

BY (SIGNATURE) /s/ PAUL G. MILLER
(NAME AND TITLE) Paul G. Miller, Director
(DATE) April 30, 1997

BY (SIGNATURE) /s/ RICK R. ATTERBURY
(NAME AND TITLE) Rick R. Atterbury, Director
(DATE) April 30, 1997

BY (SIGNATURE) /s/ RONALD N. HOGE
(NAME AND TITLE) Ronald N. Hoge, Director
(DATE) April 30, 1997
BY (SIGNATURE)
(NAME AND TITLE) James R. Campbell, Director
(DATE) April 30, 1997

BY (SIGNATURE) /s/ FREDERICK W. KANNER
(NAME AND TITLE) Frederick W. Kanner, Director
(DATE) April 30, 1997

MERRILL CORPORATION
EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-K
FOR FISCAL YEAR ENDED JANUARY 31, 1997

ITEM NO. DESCRIPTION METHOD OF FILING
- ----------- -------------------------------------------------- --------------------------------------------------

3.1 Articles of Incorporation of the Company This was made part of our disclosure in Exhibit
3.1 to the Company's Registration Statement on
Form S-1 (File No. 33-4062)

3.2 Amendments to Articles of Incorporation as of June This was made part of our disclosure in Exhibit
20, 1986 and March 27, 1987 3.2 to the Company's Annual Report on Form 10-K
for the fiscal year ended January 31, 1987

3.3 Restated Bylaws of the Company This was made part of our disclosure in Exhibit
3.3 to the Company's Annual Report on Form 10-K
for the fiscal year ended January 31, 1990

10.1 Employment Agreement between Rick R. Atterbury and This was made part of our disclosure in Exhibit
the Company, dated as of February 1, 1987, as 10.2 to the Company's Annual Report on Form 10-K
amended for the fiscal year ended January 31, 1991

10.2 Amendment to Employment Agreement between Rick R. This was made part of our disclosure in Exhibit
Atterbury and the Company, dated as of April 29, 10.3 to the Company's Annual Report on Form 10-K
1994. for the fiscal year ended January 31, 1994

10.3 Facilities Lease dated October 1, 1985 between the This was made part of our disclosure in Exhibit
Port Authority of the City of Saint Paul as 10.17 to the Company's Registration Statement on
lessor and the Company as lessee Form S-1 (File No. 33-4062)

10.4 Land Lease dated October 1, 1985 between the Port This was made part of our disclosure in Exhibit
Authority of the City of Saint Paul as lessor and 10.18 to the Company's Registration Statement on
the Company as lessee Form S-1 (File No. 33-4062)

10.5 Credit Agreement dated as of November 25, 1996 This was made part of our disclosure in Exhibit
among First Bank, N.A., as Agent and as a Bank, 10.2 to the Company's Quarterly Report on Form
Norwest Bank Minnesota, N.A., and the Company. 10-Q for the fiscal quarter ended October 31,
1996

10.6 Note Purchase Agreement, dated as of October 25, This was made part of our disclosure in Exhibit
1996 10.1 to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended October 31,
1996

10.7 1987 Omnibus Stock Plan, as amended This was made part of our disclosure in Exhibit
10.14 to the Company's Annual Report on Form 10-K
for the fiscal year ended January 31, 1991

10.8 Employment Agreement between John Castro and the This was made part of our disclosure in Exhibit 10
Company dated as of February 1, 1989 to the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended April 30, 1989

ITEM NO. DESCRIPTION METHOD OF FILING
- ----------- -------------------------------------------------- --------------------------------------------------
10.10 Amendment to Employment Agreement between John This was made part of our disclosure in Exhibit
Castro and the Company dated as of April 29, 10.9 to the Company's Annual Report on Form 10-K
1994. for the fiscal year ended January 31, 1994

10.11 1993 Incentive Stock Plan, as amended Included with this filing electronically

10.12 Option Agreement dated as of July 1, 1991 between This was made part of our disclosure in Exhibit
Ronald N. Hoge and the Company 10.9 to the Company's Annual Report on Form 10-K
for the fiscal year ended January 31, 1993

10.13 Asset Purchase Agreement, dated as of December 31, This was made part of our disclosure in Exhibit
1993 among the Company, Merrill Acquisition 2.1 to the Company's Current Report on Form 8-K
Corporation, May Printing Company and dated December 31, 1993.
Shareholders of May Printing Company.

10.14 Loan Agreement, dated as of July 1, 1990 between This was made part of our disclosure in Exhibit
May Printing Company and Minnesota Agricultural 10.13 to the Company's Annual Report on Form 10-K
and Economic Development Board, amended as of for the fiscal year ended January 31, 1994
December 31, 1993.

10.15 Guaranty of Loan Obligations of May Printing This was made part of our disclosure in Exhibit
Company by the Company in favor of Minnesota 10.14 to the Company's Annual Report on Form 10-K
Agricultural and Economic Development Board, for the fiscal year ended January 31, 1994
dated as of December 31, 1993.

10.16 Guaranty Agreement of the obligations of Merrill This was made part of our disclosure in Exhibit
Acquisition Corporation by the Company in favor 10.15 to the Company's Annual Report on Form 10-K
of May Printing Company, and Thomas May and James for the fiscal year ended January 31, 1994
Scott May, dated as of December 31, 1993.

10.17 Stock Purchase Agreement, dated March 28, 1996, by This was made part of our disclosure in Exhibit
and among the Company and the Shareholders of FMC 2.1 to the Company's Current Report on Form 8-K
Resource Management Corporation dated April 15, 1996

ITEM NO. DESCRIPTION METHOD OF FILING
- ----------- -------------------------------------------------- --------------------------------------------------
10.18 Asset Purchase Agreement, dated April 15, 1996, by This was made part of our disclosure in Exhibit
and among the Company, Merrill/New York Company 10.22 to the Company's Annual Report on Form 10-K
and The Corporate Printing Company, Inc., CPC for the fiscal year ended January 31, 1996.
Communications, Inc., CPC Reprographics, Inc.,
The Corporate Printing Company International,
Ltd., CP International Holdings, Inc., CPC
Management Services, Inc., The Corporate Printing
Company International SNC, The Corporate Printing
Company International PTE Ltd., Oakland
Composition Limited Partnership, and the
Shareholders of the above Affiliated Companies.
(Omitted from this Agreement, as filed, are the
exhibits listed in the List of Exhibits included
at the beginning of the Agreement. The Company
will furnish supplementally a copy of any such
omitted exhibits to the Commission upon request.)

10.19 1996 Non-Employee Director Plan Included with this filing electronically

10.20 Lease dated as of May 1, 1994 between The Rector, Included with this filing electonically.
Church-Wardens, and Vestrymen of Trinity Church
in the City of New York, as landlord and The
Corporate Printing Company, Inc, as lessee,
assignor to Merrill/New York Company. (Omitted
from this Lease, as filed, are the floor plan
exhibits listed in the Exhibits and Other
Attachments included at the beginning of the
Agreement. The Company will furnish
supplementally a copy of any such omitted
exhibits to the Commission upon request.)

11.1 Computation of per share earnings Included with this filing electronically

13.1 Portions of Annual Report to Shareholders Included with this filing electronically

21.1 Subsidiaries of the Company Included with this filing electronically

23.1 Consent of Independent Accountants Included with this filing electronically

27.1 Financial Data Schedule Included with this filing electronically