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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                               DECEMBER 19, 1996
                                 Date of Report
                       (Date of earliest event reported)

                                  SCHAWK, INC.
                           (Exact name of Registrant
                          as specified in its charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                     1-9335
                          (Commission File Number(s))

                                   36-2545354
                      (I.R.S. Employer Identification No.)

                                1695 RIVER ROAD
                             DES PLAINES, ILLINOIS
                    (Address of principal executive office)

                                     60018
                                   (Zip Code)

                                  847/827-9494
              (Registrant's telephone number, including area code)






                                  Page 1 of 6
                        Exhibit Index appears on page 4.

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ITEM 5. OTHER EVENTS

     The Registrant has announced that it has entered into a definitive
agreement to sell its Plastics Group to  ESCO Electronic Corporation (NYSE:
ESE) for approximately $92 million in cash plus working capital adjustments.
The transaction is expected to close within 60 days, subject to certain
contingencies including due diligence and regulatory approvals.  Further
details of this development are contained in the press release of the
Registrant dated December 19, 1996 and attached hereto as Exhibit A.

































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                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.



SCHAWK, INC.
- ------------
(Registrant)




/s/ David A. Schawk
- -------------------
President, Chief Executive Officer and Director




/s/ Marie Meisenbach Graul
- --------------------------
Chief Financial Officer, Treasurer, Public Information Officer and Director



/s/ Dennis D. Wilson
- --------------------
Director of Financial Reporting and Chief Accounting Officer

















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                                 EXHIBIT INDEX

EXHIBIT A.      Registrant's Press Release December 19, 1996       Pages 5 and 6









































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