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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                 FORM 10-Q/A

      [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934
      For the quarterly period ended      December 28, 1997

                                       OR

      [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934
      For the transition period from                        to


                            Commission File #0-16148


                             Multi-Color Corporation
             (Exact name of Registrant as specified in its charter)


              OHIO
(State or other jurisdiction of                              31-1125853
incorporation or organization)                               (IRS Employer
                                                             Identification No.)


            205 W. Fourth Street, Suite 1140, Cincinnati, Ohio 45202
                    (Address of principal executive offices)

                  Registrant's telephone number - 513/381-1480




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 the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date.

        Common shares, no par value - 2,279,220 (as of January 21, 1998)



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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 thereunto duly authorized.


                                   Multi-Color Corporation
                                   (Registrant)




Date:    January 27, 1998          By: /s/ William R. Cochran
                                      ------------------------------------
                                      William R. Cochran
                                      Vice President, Chief Financial Officer





 









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