UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A

(MARK ONE)

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended JANUARY 1, 1995
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OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from to
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Commission file number 0-15214
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PLASTI-LINE, INC.
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(Exact name of registrant as specified in its charter)

TENNESSEE 62-1218546
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State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)

623 E. EMORY ROAD, P. O. BOX 59043,
KNOXVILLE, TENNESSEE 37950-9043
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(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (615) 938-1511
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which
registered

NONE NONE
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Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, $.001 PAR VALUE
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(Title of class)

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 the 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. [ ]

Aggregate market value of the voting stock held by non-affiliates of the
registrant based on the closing sales price quoted as of March 14, 1995:
$11,143,015

Number of shares outstanding of each of the registrant's classes of common
stock as of March 14, 1995: 3,684,286

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement, dated March 21, 1995, and Annual
Report to Stockholders for the fiscal year ended January 1, 1995, are
incorporated by reference into Parts II and III of this Annual Report on Form
10-K.

PART IV

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

(a) 1. Financial Statements: See Index to Financial Statements and
Financial Statement Schedules, pages and .

2. Financial Statement Schedules: See Index to Financial
Statements and Financial Statement Schedules, pages and .

3. Exhibits: See Index to Exhibits, page .

(b) Reports on Form 8-K

None

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

DATED: April 3, 1995

PLASTI-LINE, INC.

James R. Martin
--------------------------------
James R. Martin
(Principal Executive Officer)

Mark J. Deuschle
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Mark J. Deuschle
Vice President-Finance,
Treasurer, Secretary
(Principal Financial and Accounting Officer)

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PLASTI-LINE, INC.
INDEX TO FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES

1. Financial Statements: Page reference

ANNUAL
REPORT TO
STOCKHOLDERS
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Consolidated statements of income for the 5
years ended January 1, 1995 (1994), January 2, 1994 (1993),
and January 3, 1993 (1992)

Consolidated balance sheets at January 1, 1995 (1994) and 6
January 2, 1994 (1993)

Consolidated statements of changes in 7
stockholders' equity for the years ended
January 1, 1995 (1994), January 2, 1994 (1993),
and January 3, 1993 (1992)

Consolidated statements of cash flows 8
for the years ended January 1, 1995 (1994),
January 2, 1994 (1993), and January 3, 1993 (1992)

Notes to consolidated financial statements 9-15

Report of independent accountants 15

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PLASTI-LINE, INC.
INDEX TO FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES
(CONTINUED)

1. Financial Statement Schedules: Page reference

FORM 10K
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Schedules included:

II - Valuation and Qualifying Accounts 11

Report of Company's independent public accountants with
respect to the Financial Statement Schedules 12

Schedules omitted - Schedules I, III, IV, and V are omitted as not
applicable because the required conditions are not present.

10
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PLASTI-LINE, INC. AND SUBSIDIARIES
EXHIBIT INDEX

Exhibits marked with an asterisk are filed herewith. The remainder of the
exhibits have heretofore been filed with the Commission and are incorporated
herein by reference.

SEQUENTIAL
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT PAGE NUMBER
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3.1 Amended and Restated Articles of Incorporation.
Incorporated by reference to the Company's
Registration Statement 33-4316 on Form S-1 dated March
20, 1986.

3.1.1 Articles of Amendment to Company's Amended and
Restated Articles of Incorporation. Incorporated by
reference to the Company's Registration Statement
33-4316 on Form S-1 dated March 20, 1986.

3.1.2 Articles of Amendment to the Articles of Incorporation
of Plasti-Line, Inc. filed April 21, 1988.
Incorporated by reference to the Company's 10-K for
the fiscal year ended January 1, 1989, File No.
0-15214.

3.2 Company's Bylaws (as Amended and Restated).
Incorporated by reference to the Company's Form 10-K
for the fiscal year ended January 3, 1993, File No.
0-15214.

4.2 Loan Agreement, dated November 1, 1989, between
Industrial Development Board of the County of Knox and
Plasti-Line, Inc. Incorporated by reference to the
Company's Form 10-K for the fiscal year ended December
31, 1989, File No. 0-15214.

4.3 Indenture of Trust, dated November 1, 1989 between
Industrial Development Board of the County of Knox and
First American National Bank, Knoxville, Tennessee.
Incorporated by reference to the Company's Form 10-K
for the fiscal year ended December 31, 1989, File No.
0-15214.

4.4 Deed of Trust, Security Agreement and Assignment of
Leases, dated as of November 1, 1989, from
Plasti-Line, Inc. (the "Borrower") to Joseph P.
Congleton (the "trustee"), for the benefit of First
American National Bank, Knoxville, Tennessee.
Incorporated by reference to the Company's Form 10-K
for the fiscal year ended December 31, 1989, File No.
0-15214.

4.5 Pledge and Security Agreement, dated November 1, 1989
between Plast-Line, Inc. and First American National
Bank, Knoxville, Tennessee. Incorporated by reference
to the Company's Form 10-K for the fiscal year ended
December 31, 1989, File No. 0-15214.

SEQUENTIAL
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT PAGE NUMBER
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4.6 Reimbursement Agreement, dated November 1, 1989
between Plasti-Line, Inc. and First American National
Bank, Knoxville, Tennessee. Incorporated by reference
to the Company's Form 10-K for the fiscal year ended
December 31, 1989, File No. 0-15214.

4.6.1 Amendment Number 1, effective November 1, 1989, to
Reimbursement Agreement, between Plasti-Line, Inc. and
First American National Bank. Incorporated by
reference to the Company's Form 10-K for the fiscal
year ended January 3, 1993, File No. 0-15214.

4.7 Tax Indemnity Agreement, dated June 12, 1992 between
Plasti-Line, Inc. and First American National Bank,
Knoxville, Tennessee. Incorporated by reference to the
Company's Form 10-K for the fiscal year ended January
3, 1993, File No. 0-15214.

10.1.5 (1) 1991 Stock Incentive Program, dated December 12, 1990.
Incorporated by reference to the Company's Form 10-K
for the fiscal year ended December 30, 1990, File No.
0-15214.

10.3 (1) Pre-Tax Savings and Profit Sharing Plan dated August 10, 1994.

14
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SEQUENTIAL
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT PAGE NUMBER
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10.5 (1) Plasti-Line, Inc. Employee's Health Plan dated July 1,
1991. Incorporated by reference to the Company's Form
10-K for the fiscal year ended December 29, 1991, File
No. 0-15214.

10.6 Supply Agreement, effective January 1, 1983, between
GM-DI Leasing Corporation and Plasti-Line, Inc.
Incorporated by reference to the Company's
Registration Statement 33-4316 on Form S-1 dated March
20, 1986.

10.7 Amendment dated December 4, 1987 between GM-DI Leasing
Corporation and Plasti-Line, Inc. Incorporated by
reference to the Company's Form 10-K for the fiscal
year ended January 3, 1988, File No. 0-15214.

10.7.5 Amendment dated January 1, 1991 between GM-DI Leasing
Corporation and Plasti-Line, Inc. Incorporated by
reference to the Company's Form 10-K for the fiscal
year ended December 31, 1990, File No. 0-15214.

10.8 (1) Form of Deferred Compensation Agreement. Incorporated
by reference to the Company's Registration Statement
33-4316 on Form S-1 dated March 20, 1986.

10.9 (1) Health Care Plan Trust Agreement dated December 15,
1982. Incorporated by reference to the Company's
Registration Statement 33-4316 on Form S-1 dated March
20, 1986.

10.10 (1) Supplemental Medical Plan. Incorporated by reference
to the Company's Registration Statement 33-4316 on
Form S-1 dated March 20, 1986.

10.14 * Agreement between Company and Local Union No. 555,
Street Metal Workers International Association dated
February 4, 1995

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SEQUENTIAL
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT PAGE NUMBER
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10.17 Sign Agreement between Plasti-Line, Inc., and General
Motors (Canada). Incorporated by reference to the
Company's Form 10-K for the fiscal year ended January
3, 1988, File No. 0-15214.

10.18 Stock Purchase Agreement and the related Addendum
thereto (original exhibit no. 2). Incorporated by
reference to the Company's Form 10-K for the fiscal
year ended December 31, 1986, File No. 0-15214.

10.21 Labor Agreement between American Sign & Marketing
Services, Inc. and the American Sign & Marketing
Services, Inc., Independent Union dated January 1,
1992. Incorporated by reference to the Company's Form
10-K for the fiscal year ended December 29, 1991, File
No. 0-15214.

10.26 Amended and Restated Retirement and Disability Program
for Plasti-Line, Inc. effective January 1, 1989.
Incorporated by reference to the Company's Form 10-K
for the fiscal year ended December 31, 1989, File No.
0-15214.

10.27 Amendment Number 1, effective February 3, 1990, to the
Retirement and Disability Program dated January 1,
1989. Incorporated by reference to the Company's Form
10-K for the fiscal year ended December 30, 1990, File
No. 0-15214.

10.28 Agreement between Toyota Motor Sales, U.S.A. Inc. and
Plasti-Line, Inc. dated January 1, 1991. Incorporated
by reference to the Company's Form 10-K for the fiscal
year ended December 30, 1990, File No. 0-15214.

10.29 Revolving Credit and Term Loan Agreement, dated as of
December 30, 1992 with Trust Company Bank and First
American National Bank. Incorporated by reference to
the Company's Form 10-K for the fiscal year ended
January 3, 1993, File No. 0-15214.

10.30 (1) Employment Agreement between Richard A. Banfield and
Plasti-Line, Inc. Incorporated by reference to the
Company's Form 10-K for the fiscal year ended January
3, 1993, File No. 0-15214.

10.31 Amendment dated May 5, 1992 to Supply Agreement
between GM-DI Leasing Corporation and Plasti-Line,
Inc. Incorporated by reference to the Company's Form
10-K for the fiscal year ended January 3, 1993, File
No. 0-15214.

SEQUENTIAL
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT PAGE NUMBER
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13.0 1994 Annual Report to Stockholders.

21.0 Plasti-Line, Inc. Subsidiaries. Incorporated by
reference to the Company's Registration Statement
33-4316 on Form S-1 dated March 20, 1986.

23.0 Consent of Experts
Consent of Coopers & Lybrand filed herewith

24.0 Power of Attorney (contained on the signature page of
this annual report).

27.0 Financial Data Schedule (for SEC use only)

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(1) Plans and arrangements where executives receive compensation.