SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): December 24, 2002



                               Nashua Corporation
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               (Exact Name of Registrant as Specified in Charter)


        Massachusetts                    1-5492-1                02-0170100
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(State or Other Jurisdiction     (Commission File Number)    (I.R.S. Employer
     of Incorporation)                                       Identification No.)


11 Trafalgar Square, Second Floor, Nashua, NH                       03063
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    (Address of Principal Executive Offices)                     (Zip Code)


                                  603-880-2323
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              (Registrant's telephone number, including area code)



ITEM 5. OTHER EVENTS.

         On October 21, 2002, Nashua Corporation (the "Company") filed a Current
Report on Form 8-K with the Securities and Exchange Commission (the "SEC")
reporting that the Company had reached an agreement with the Appeals Office of
the United States Internal Revenue Service ("IRS Appeals Office") regarding an
outstanding proposed assessment of federal income tax for the years 1992 to 1994
and that the agreement was subject to final review by the Joint Committee on
Taxation of the United States Congress.

         The Company has received a letter, dated December 24, 2002, from the
IRS Appeals Office indicating that the Joint Committee on Taxation has taken no
exception to the conclusions reached by the IRS Appeals Office in the agreement
settling the Company's federal income tax liability for the years 1989 through
1994. Accordingly, the agreement with the IRS Appeals Office is now final.

         As previously disclosed in the Company's periodic reports filed with
the SEC, the Internal Revenue Service completed, in December 1998, an
examination of the Company's corporate income tax returns for the years 1992
through 1994 and issued a Notice of Proposed Adjustment that assessed additional
tax of $4.6 million, excluding interest. The proposed adjustments related to the
deductibility of restructuring and other reserves applicable to discontinued
operations as well as certain losses deducted in connection with the divestiture
of the Company's Computer Products Division. The Company appealed the proposed
adjustments to the IRS Appeals Office on January 12, 1999.

         The agreement with the IRS Appeals Office determines the Company's tax
liability for the years 1989 through 1994 and will result in a net tax refund in
the amount of $331,000 for that period. While the original adjustments proposed
by the Internal Revenue Service were for the years 1992 through 1994, the
agreement impacts the years 1989 through 1994 due to the carryback of tax losses
and credits and the recomputation of alternative minimum taxes. The agreement is
reflected in a final Internal Revenue Service Form 870-AD, which the Company
executed on October 10, 2002.

                                    SIGNATURE

         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 hereunto duly authorized.

Date:    January 7, 2003              NASHUA CORPORATION


                                      By:         /s/John L. Patenaude
                                              --------------------------------
                                      Name:   John L. Patenaude
                                      Title:  Vice President - Finance, Chief
                                              Financial Officer and Treasurer