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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 1999
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 NUMBER: 0-14082
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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: (651) 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
------------------------

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. Yes ____ No _X_

As of April 15, 1999, 15,919,680 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 on that date by the Nasdaq National Market) excluding outstanding
shares owned beneficially by officers and directors, was approximately
$190,391,201.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders for the Fiscal Year ending Parts I, II and
January 31, 1999............................................................. IV
Portions of the Proxy Statement for the 1999 Annual Meeting of Shareholders.... Part III

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PART I

ITEM 1. BUSINESS

INTRODUCTION

Merrill Corporation provides a full range of typesetting, printing, document
management and reproduction, distribution and marketing communication services
to financial, legal, investment companies and corporate markets. Our
headquarters are in St. Paul, Minnesota and we have 35 other locations in major
cities across the United States, including seven regional printing plants and
two distribution centers. We also service financial and corporate printing
clients internationally with strategic relationships in Canada, Europe, Asia and
Australia, and through arrangements with printing companies in many cities
around the world.

In June 1998, we acquired substantially all of the assets of Executech, Inc.
and World Wide Scan Services, LLC through our wholly-owned subsidiary
Merrill/Executech, Inc. Merrill/ Executech, Inc. provides an electronic document
imaging, coding and retrieval system for law firms and corporate law
departments. In April 1999, we acquired substantially all of the assets of
Daniels Printing, Limited Partnership, through our wholly-owned subsidiary
Merrill Daniels, Inc. Merrill Daniels, Inc. provides financial, corporate and
commercial printing services.

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 (651) 646-4501.

NOTE THAT THROUGHOUT THIS FORM 10-K, WE "INCORPORATE BY REFERENCE" CERTAIN
INFORMATION IN PARTS OF OTHER DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION (SEC). THE SEC ALLOWS US TO DISCLOSE IMPORTANT INFORMATION BY
REFERRING TO IT IN THAT MATTER. PLEASE REFER TO SUCH INFORMATION.

BUSINESS SEGMENTS

We have two reportable segments: Specialty Communication Services and
Document Services. Under specialty communication services, we include three
business units: Financial Document Services, Investment Company Services and
Managed Communications Programs. Revenue generated by these three business units
is categorized as financial, corporate and commercial and other. Document
Management Services is the sole business unit reported in the document services
segment. Revenue generated by this business unit is categorized as Document
Management Services. For additional information, please see pages 16, 17 and 34
of our 1999 Annual Report to Shareholders, which is incorporated by reference
into this Form 10-K.

On February 1, 1999, we created a fifth line of business called the Merrill
Print Group. This business unit manages all of our printing operations. The
Merrill Print Group will be included within our reportable segment--specialty
communication services.

DESCRIPTION OF BUSINESS

We are a document management and services company using advanced computer
and telecommunications technology to provide a full range of services to our
customers. Specifically, we provide typesetting, printing, electronic document
formation and distribution, electronic imaging, coding and scanning,
reproduction, facilities management, distribution and marketing communication
services.

REVENUE CATEGORIES OF SERVICE

The following table shows the percentage of revenue we have produced in each
reportable segment for our past three fiscal years:

PERCENTAGE OF REVENUE
YEAR ENDING JANUARY 31,
-------------------------------------
1999 1998 1997
----------- ----------- -----------

Specialty Communications
Services:
Financial................. 36.5% 38.2% 40.6%
Corporate................. 31.4% 31.6% 27.6%
Commercial & Other........ 19.7% 18.5% 20.6%
----- ----- -----
87.6% 88.3% 88.8%
Document Services........... 12.4% 11.7% 11.2%
----- ----- -----
Total................... 100.0% 100.0% 100.0%
----- ----- -----
----- ----- -----

SPECIALTY COMMUNICATION SERVICES

FINANCIAL AND CORPORATE REVENUE

OVERVIEW OF PRODUCTS AND SERVICES. The financial revenue category includes
the production and distribution (electronic and paper) of time-sensitive,
transactional financial documents, such as registration statements, prospectuses
and other printed materials that are part of business financings and
acquisitions. These documents are marketed through our Financial Document
Services business unit. Our corporate revenue category includes the production
and distribution (electronic and paper) of regulatory compliance and marketing
documents that are prepared at regular intervals and includes documents marketed
through both our Financial Document Services and Investment Company Services
business units. Examples of these documents are:

- - annual and quarterly reports for public companies;

- - proxy materials for public companies and investment companies;

- - registration statements for unit investment trusts, mutual funds and variable
annuities; and

- - financial reports and marketing materials for unit investment trusts, mutual
funds and variable annuities.

ELECTRONIC DISTRIBUTION OF PRODUCTS AND SERVICES. Our financial and
corporate revenue categories also include revenue from the electronic
distribution of transactional and regulatory compliance and marketing documents.
Both the SEC and the Canadian Securities Administrators (CSA) require public
companies or their agents to file most disclosure information in an electronic
format. The SEC currently requires these filings to be made in ASCII text format
(American Standard Code for Information Interchange), with optional HTML format
(Hypertext Mark-up Language) filings beginning in May 1999. In May 1999, the SEC
will also permit courtesy copy filings in PDF formats (Portable Document
Format). The CSA requires their regulatory filings to be made in PDF, Microsoft
Word or WordPerfect formats. We offer electronic filing with both the SEC,
through the EDGAR system, and CSA, through the SEDAR system.

In addition to our EDGAR and SEDAR services, we also electronically
distribute transactional, regulatory compliance and marketing documents through
the Internet (through a dedicated web-site or through a client's web-site) and
e-mail. We use the following products for document creation, preparation and
electronic distribution to our clients:

- - MERRILL E-COLLABORATE-TM- is a web-based document management tool that is
designed to streamline the creation of time sensitive documents. It provides
a secure electronic work space where working group members can offer comments
and review our proofs instantly, without having to wait for couriers or
standard e-mail messages. MERRILL E-COLLABORATE-TM- also has a built in
address book with e-mail capabilities, a group discussion area and links to
various securities law publications.

- - MERRILL E:PROOF-TM- is an electronic distribution method of typeset and EDGAR
documents through Internet e-mail or a secure point-to-point connection.
Documents distributed through MERRILL E:PROOF-TM- can be viewed on-screen,
distributed by e-mail or printed as hard copy from any computer with access
to e-mail and a printer. MERRILL E:PROOF-TM- eliminates the need for
time-consuming and

costly couriers, faxes and mail services. All documents distributed via
MERRILL E:PROOF-TM- are password protected and encrypted to ensure a secure
document.

- - MERRILL< >LINK-TM- permits a client to receive sharp, clear page proofs right
in a client's office without the necessity of couriers, e-mail or faxes
through the use of a remote printer. MERRILL< >LINK-TM- has multiport
capabilities permitting printers in multiple locations to receive proof pages
simultaneously. All proofs distributed through MERRILL< >LINK-TM- exactly
mirror the printed document.

- - MBD< >LINK-TM- offers clients the ability to print a blueline directly in
their office, eliminating the need for courier and overnight delivery of
bluelines. MBD< >LINK-TM- generates a full-size booklet-form blueline with
color breaks represented.

INVESTMENT COMPANY SERVICES' SOFTWARE TOOLS. A growing and increasingly
important portion of our corporate revenue category includes license,
maintenance and other fees for several software products used by our clients in
managing, creating, disseminating and otherwise distributing corporate
documents. We offer the following software tools to our investment companies:

- - MERRILL TEXTMANAGER-TM- is a Microsoft Word-based tool that allows a mutual
fund client to create, manage and share text among multiple users,
facilitating collaboration within and among teams. MERRILL TEXTMANAGER-TM-
creates an electronic library of text that can be accessed and retrieved. It
also tracks changes within individual documents and changes among groups of
documents.

- - MERRILLREPORTS-TM- is a software program that assists investment companies in
preparing its shareholder reports by automating the process of creating,
typesetting and transmitting financial reports. MERRILLREPORTS-TM- is
customized to fit a fund's accounting system and is customized to the
specific requirements of each fund's financial mapping and style.
MERRILLREPORTS-TM- allows a mutual fund to create and distribute its own
proofs internally and to its filing agent.
- - MERRILLCONNECT-TM- is an integrated software system that completely manages
the sales and marketing process for investment companies including: (i) order
entry; (ii) database management; and (iii) fulfillment. The system combines
sales tracking and marketing activity information with actual cash flows
through an interface with a fund's transfer agent. MERRILLCONNECT-TM- also
gives investment companies the ability to accept orders directly through the
Internet (either through an investment company's own web-site or on a site
hosted by us).

- - ELECTRONIC DISTRIBUTION SERVICES (EDS) is a client consent database system
designed to comply with SEC regulations requiring fund companies to obtain
consent from an investor before sending them electronic information. EDS
manages the process by keeping a database of client consent replies, as well
as client preferences for diskette, CD-ROM or Internet distribution.

MARKETING OF FINANCIAL AND CORPORATE REVENUE PRODUCTS. Our Financial
Document Services business unit is responsible for marketing our financial and
corporate revenue products to executives of corporations whose securities are or
are about to be publicly traded and to their advisers (corporate finance
underwriters, municipal bond underwriters, and attorneys). We sell these
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 direct sales by employees of each company.

Our Investment Company Services business unit is responsible for marketing
our financial and corporate revenue products to mutual fund, variable annuity
and unit investment trust managers. We sell these products nationwide through a
direct sales organization operating from our service facilities and sales
offices.

MARKET FLUCTUATIONS AND SEASONALITY. Our financial revenue category is
affected by conditions in the United States' capital markets. Our revenue and
operating results in this revenue category depends upon the volume of public
financings and mergers and acquisition activities, which are influenced by
corporate funding needs, stock market fluctuations, prevailing interest rates,
and general economic and political conditions. A portion of our corporate
revenue is seasonal as the greatest number of proxy statements, 10-Ks and annual
reports are required to be printed during our first fiscal quarter.

COMMERCIAL AND OTHER REVENUE

OVERVIEW OF PRODUCTS AND SERVICES. The commercial and other revenue
category includes the following document services:

- - custom marketing communication services to corporate customers;

- - creation, production, management and distribution services for branded
marketing, corporate and compliance materials for large, geographically
dispersed national customers with large employee, sales or agent bases;
multiple franchisees, locations, divisions or affiliates; or large customer
bases. These include real estate companies, financial service companies,
healthcare organizations, travel and hospitality companies, retailers and the
general business market.

In addition to the above services, the commercial and other revenue category
includes 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.

In 1999, we introduced several new products to assist our clients sell more
real estate. One is called MERRILL NET:PROSPECT PLUS-TM-, a turnkey, on-line
management and direct mail fulfillment system, customizable to individual real
estate broker specifications. We also launched MERRILL PREFERRED PAGES-TM-, a
professional agent and broker web-site design and hosting service. MERRILL
PREFERRED PAGES-TM- provides valuable consumer content, including personal
information, property listings, open house listings, school data, mortgage
calculators and home buying articles.

MARKETING OF COMMERCIAL AND OTHER REVENUE. Our Managed Communications
Programs business unit is responsible for marketing our commercial and other
revenue products to large, geographically dispersed national customers with
large employee, sales or agent bases; multiple franchisees, locations, divisions
or affiliates; or large customer bases. We sell our services primarily to real
estate companies, financial service companies, healthcare organizations, travel
and hospitality companies, retailers and the general business market. We sell
our Managed Communications Programs services nationwide through the Internet,
direct mail and telemarketing, operating from our service facilities and sales
offices located primarily in St. Cloud, Minnesota and Monroe, Washington and
through a newly established, regionally based direct sales force. Since our
program typically changes the way our clients run their businesses, our sales
cycle for our Managed Communications Programs products is typically 12 to 18
months, with an additional 12 to 18 months to implement the new program for the
customer.

DOCUMENT SERVICES

DOCUMENT MANAGEMENT SERVICES REVENUE

OVERVIEW OF PRODUCTS AND SERVICES. We provide comprehensive document
management services for our customers. We work both on an ongoing basis, which
can include management of the client's entire photocopying, desktop publishing,
imaging and/or mailroom facilities, and on a transactional basis, which includes
photocopying, electronic imaging and scanning services as needed. We also
provide a software product that allows a customer to electronically image, code
and retrieve documents for litigation management. We license this software
product separately to clients or as a part of our overall document management
and imaging programs.

We offer comprehensive office photocopying, desktop publishing and mailroom
facility management services to our customers in Document Service Centers (DSCs)
within their offices. Our services include providing a client's total 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
service facilities, we can provide back-up capacity and personnel to our DSC
customers as needed.

The transactional portion of our document management services revenue
includes document reproduction for projects that are time-sensitive or otherwise
require special services, such as photocopying or imaging documents for large
litigation matters. We produce the photocopies and images at our own service
facilities or we place photocopying or imaging 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 or image and reassemble
the original documents as instructed by the client. We also provide sequential
numbering, binding and indexing services for these documents, if requested.
These services are provided manually, if we are photocopying documents and
electronically, through E-TECH-TM-, if we are imaging documents. Photocopying
and imaging projects range from single copies of short documents to very
complicated tasks.

Our service facilities include document management equipment and personnel.
Each service facility is equipped with high-performance photocopying equipment.
We also operate document reproduction facilities in Los Angeles (3 centers) and
San Francisco, California; Denver, Colorado; St. Paul, Minnesota; Chicago,
Illinois; Dallas and Houston, Texas; Boston, Massachusetts; Union, New Jersey;
and Washington, D.C.

With our acquisition of Executech, Inc. and World Wide Scan Services, LLC in
fiscal 1999, we now offer our clients another tool for litigation
management--E-TECH-TM-. Our E-TECH-TM- software is a document imaging, coding
and retrieval system that enables our customers to analyze, sort, folder,
annotate, edit and print litigation documents. As part of the total solution to
litigation management, using E-TECH-TM-, we also offer:

- - scanning--performed at our customer's site or at a local Merrill facility;

- - coding--completed from images and performed by us or our customer's staff;

- - systems integration/technical support-- including installation and customized
programming services if requested; and

- - central site repositories-- providing customers the flexibility to store
documents at our central locations.

Our E-TECH-TM- software also electronically captures email files and their
attached documents. This module, EFD, automatically extracts bibliographic
information, such as dates, sender and all recipients including carbon and blind
copies, preserves all attachment relationships and automatically extracts
textual content on a page basis for full text searches.

MARKETING OF DOCUMENT MANAGEMENT SERVICES REVENUE. Our Document Management
Services business unit is responsible for marketing our Document Management
Services products to lawyers, paralegals, law office administrators, and legal
departments of corporations. We sell our Document Management Services nationwide
through a direct sales organization operating from our service facilities and
sales offices.

PRINTING OPERATIONS AND PRODUCTION OF DOCUMENTS

MANUFACTURING CAPABILITIES

We operate financial and corporate printing plants in St. Paul, Minnesota;
Los Angeles, California; Chicago, Illinois; Dallas, Texas; Union, New Jersey;
and Everett, Massachusetts. We have found it advantageous to operate printing
presses at these locations to service primarily our

Financial Document Services and Investment Company Services business unit
customers. We also service a portion of our recurring corporate and commercial
printing business through these facilities. 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. With
our acquisition of Daniels Printing, Limited Partnership and the addition of our
plant in Everett, Massachusetts, we have expanded our financial and corporate
printing capabilities by adding high-quality, eight-color sheet-fed presses;
high-speed cold-set web presses and improved prepress capabilities.

In addition to our financial and corporate printing plants, we also operate
a printing plant in St. Cloud, Minnesota for our specialized color printing
services, primarily for our Managed Communications Programs business unit. Our
centralized production and fulfillment center 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 our services, receive quality products, fast delivery
and prices that we believe are competitive with prices charged by local print
shops.

In all markets, we have identified several printers capable of meeting our
production needs on an "as required" basis in the event customer demand exceeds
our capacity. 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.

PRODUCTION OF FINANCIAL AND CORPORATE DOCUMENTS

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, e-mails, faxes, disks, secure uploads via the
Internet, and direct links from customers' computers. The information may come
into any one of our offices, which will transmit it by facsimile 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 or the CSA, and distributed to the people drafting it,
including corporate executives, investment bankers, attorneys and accountants.
Since the drafters are often at various locations, the proofs must be delivered
simultaneously to different cities, worldwide. Proofs are delivered to our
customers on paper or electronically, using Merrill E-COLLABORATE-TM-, MERRILL
E-PROOF-TM- or MERRILL< >LINK-TM-. In addition, we distribute digital bluelines
through MBD< >LINK-TM-.

Just before the final version of a financial or corporate document is
completed, the drafting group usually meets in one of our conference rooms in
our offices. We have over 200 conference rooms in the United States. Additional
conference facilities are available through our joint venture arrangements
worldwide. 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 and CSA. 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 or
SEDAR. We also may create paper copies of the document and exhibits for filing
with other regulatory authorities. The document is then printed, collated, bound
and distributed in booklet form, or, at the client's request, electronically.
Our electronic distribution is frequently performed through the Internet via
secure e-mail in either PDF or HTML formats.

"HUB AND SPOKE" NETWORK

We use computers and telecommunication technology to create a "hub and
spoke" network for our financial and corporate document services, linking our
composition centers in St. Paul, Minnesota and suburban Baltimore, Maryland (the
hubs) with our 23 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.

- - CENTRALIZED PRODUCTION. We have computer systems in our central production
facility located in St. Paul, Minnesota that work with communication
technology and software we operate. We use computers, communication
controllers, text entry and editing stations, digital-imaging equipment, and
a number of special purpose computer subsystems that we have developed, 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.

- - NATIONAL COMMUNICATIONS NETWORK. We have a private telecommunication 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, routers and the software that controls the communications. Designed to
operate continuously, the network is highly efficient and reliable. In the
event any section of our network fails, we have a back-up service for each
section.

- - SERVICE FACILITIES. We staff service facilities with sales, administrative,
customer service, typesetting, 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 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.

- - INTERNATIONAL SERVICE. We, together with Burrups, Ltd., a London-based
financial printing company, market international financial transaction
business worldwide as Merrill Burrups. Both companies work together to give
customers integrated document typesetting, printing and distribution services
wherever the document originates or needs to be delivered. Merrill Burrups
has full service facilities in Paris, France; Frankfurt, Germany; Luxembourg;
and Tokyo, Japan. Merrill Burrups has additional facilities in Melbourne,
Australia; Hong Kong, China; Singapore; and Tel Aviv, Israel for use in our
joint international service. In Canada, we market financial transactions
through our joint venture with Quebecor Merrill Canada. Quebecor Merrill
Canada operates in four Canadian cities.

We have also established relationships with financial printing companies in
47 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, we
can transmit high-quality typeset documents for printing and distribution
throughout the world without the time delays and costs of air shipment.

PRODUCTION OF MANAGED COMMUNICATIONS PROGRAMS DOCUMENTS

Through our facility in St. Cloud, Minnesota, we produce multi-color,
commercial quality printed materials, such as business cards and stationery,
marketing materials, training materials, compliance documents and health care
provider directories. 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 the Internet, e-mail, bulk
transmission of data, mail, facsimile 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

the reordering of certain items, cross-sell complementary items or alert the
client to current specials.

We produce printed materials both on-demand and in larger 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. We use a
"materials handling system" with automated handling, order consolidation and
shipping. Most orders are filled within four days of receipt.

COMPETITION

In our Financial Document Services and Investment Company Services business
units, we compete with many domestic and international companies, 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 compliance 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 Programs business unit, we believe our primary
competitors are large, national integrated print and information service
providers such as Standard Register, Wallace, Moore, Reynolds & Reynolds, Taylor
Corporation and Banta, as well as a number of smaller regional and local
companies.

In our Document Management Services business unit, we compete with
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. For our
E-TECH-TM- software, we compete with various software products licensed by Trion
Systems, IKON, Steelpoint and Bowne & Co., Inc.

We believe we compete favorably with our competitors.

EMPLOYEES

As of April 16, 1999, we had 3,797 full-time employees and 136 temporary
employees. None of our employees are covered by a collective bargaining
agreement. We consider our employee relations to be good.

Our 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.

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.

IMPORTANT FACTORS TO CONSIDER

Our disclosure and analysis in this report and in our 1999 Annual Report to
Shareholders contain some forward-looking statements. Forward-looking statements
give our current expectations or forecasts of future events. You can identify
these statements by the fact that they do not relate strictly to historical or
current facts. They use words such as "anticipate," "estimate," "expect,"
"project," "intend," "plan," "believe," and other words and terms of similar
meaning

in connection with any discussion of future operating or financial performance.
In particular, these include statements relating to future actions, prospective
products, future performance or results of current and anticipated products,
sales efforts, expenses, the outcome of contingencies such as legal proceedings,
and financial results. From time to time, we also may provide oral or written
forward-looking statements in other materials we release to the public.

Any or all of our forward-looking statements in this report, in the 1999
Annual Report and in any other public statements we make may turn out to be
incorrect. They can be affected by inaccurate assumptions we might make or by
known or unknown risks and uncertainties. Many factors mentioned in the
discussion above--for example, competition--will be important in determining
future results. Consequently, no forward-looking statement can be guaranteed.
Actual future results may vary materially.

We undertake no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or otherwise.
You are advised, however, to consult any further disclosures we make on related
subjects in our 10-Q, 8-K and 10-K reports to the SEC.

Also note that we provide the following cautionary discussion of risks,
uncertainties and possibly inaccurate assumptions relevant to our businesses.
These are factors that we think could cause our actual results to differ
materially from expected and historical results. Other factors besides those
listed here could also adversely affect our operations or financial condition.
This discussion is provided as permitted by the Private Securities Litigation
Reform Act of 1995.

- - RISKS ASSOCIATED WITH GROWTH AND DIVERSIFICATION THROUGH ACQUISITIONS. As
part of our growth and diversification strategy, we intend to pursue
acquisitions of businesses, technologies and product lines that are
complementary to our core businesses. Our ability to grow through such
acquisitions will be dependent upon the availability of suitable acquisition
candidates at an acceptable cost, our ability to compete effectively for
these acquisition candidates and the availability of capital to complete such
acquisitions.

- - DEMAND FOR PRINTED FINANCIAL DOCUMENTS. The market for a substantial portion
of our products currently depends on the demand for printed financial
documents, driven largely by the SEC and other regulatory bodies. There can
be no assurance that competition from alternative methods of financial
document delivery (e.g., electronic commerce, on-line services and other
electronic media) or relaxed SEC regulatory requirements will not erode the
demand for printed financial documents.

- - COMPETITION. The financial printing industry is highly competitive. Our
primary competitors are R.R. Donnelley & Sons Company and Bowne & Co., Inc.
To remain competitive, we must continue to compete favorably on the basis of
value by providing technologically advanced financial printing solutions that
satisfy the demands of customers and by offering superior customer service,
enhanced quality and reliability levels.

- - NEW COMPETITION FROM ELECTRONIC PRINTERS. Recently, we have seen the
emergence of new competitors that print documents solely through electronic
means (e.g. Internet, CD ROM and diskettes). While these competitors are
currently not significant either in number or size, we anticipate that they
may increase in number and size as the demand for printed documents
decreases.

- - YEAR 2000 COMPLIANCE. As described in our "MANAGEMENT'S DISCUSSION AND
ANALYSIS," we are working to address "Year 2000" problems. If we should fail
to identify or fix all such problems in our own operations, or if we are
affected by the inability of a supplier or a major customer to continue
operations due to such a problem, our operations and/or cash flows could be
affected.

ITEM 2. PROPERTIES

We have leases or own the following facilities:

- ------------------------------------------------------------------------------------------------------
LEASED OR APPROXIMATE SQUARE
LOCATION REPORTABLE SEGMENT OWNED FOOTAGE TERMS
- ------------------------------------------------------------------------------------------------------

St. Cloud, Specialty Owned 123,000 sq.ft. N/A
Minnesota Communication
Services
- ------------------------------------------------------------------------------------------------------
St. Paul, Specialty Owned 150,000 sq. ft. in N/A
Minnesota Communication two buildings,
Services and approximately 85,000
Document Services sq. ft. is leased to
other businesses
- ------------------------------------------------------------------------------------------------------
Everett, Specialty Owned 135,745 sq. ft. in N/A
Massachusetts Communication two buildings
Services
- ------------------------------------------------------------------------------------------------------
St. Paul, Specialty Building and 47,000 sq. ft. $24,069 per month and
Minnesota Communication Land leased $3,431 per month, for the
Services from Port building and the land
Authority of respectively, for terms
the City of expiring on November 30,
St. Paul under 2005. Each lease grants us
leases dated the option to purchase the
October 1, property at the end of the
1985 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.
- ------------------------------------------------------------------------------------------------------
New York, New Specialty Leased for a 13,830 sq. ft. $33,444 per month.
York Communication term expiring
Services November 25,
2005
- ------------------------------------------------------------------------------------------------------
Boston, Specialty Leased for a 13,500 sq. ft. $45,020 per month.
Massachusetts Communication term expiring
Services November 30,
2003
- ------------------------------------------------------------------------------------------------------
New York, New Specialty Leased for a 102,000 sq. ft. $61,500 per month.
York Communication term expiring
Services October 31,
2014.
- ------------------------------------------------------------------------------------------------------
Other cities Specialty Leased with 150 to 77,000 sq. Aggregate of $460,000 per
Communication expirations ft. month, including rental
Services and ranging from fees, real estate taxes and
Document Services June 30, 1999 operating expenses
to October 31,
2014
- ------------------------------------------------------------------------------------------------------

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 pending legal, governmental, administrative or other
matters that would materially affect our 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 1999.

ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

Our executive officers, their ages, the year they became executive officers
and the offices held as of April 28, 1999 are as follows:

NAME AGE YEAR OFFICE HELD
- ------------------------ ----------- --------- ------------------------------------------------------------------

John W. Castro 50 1980 President and Chief Executive Officer

Rick R. Atterbury 45 1981 Executive Vice President--Chief Technology Officer

Steven J. Machov 48 1987 Vice President, General Counsel and Secretary

Kathleen A. Larkin 39 1993 Vice President--Human Resources

Kay A. Barber 48 1995 Vice President--Finance, Chief Financial Officer, Treasurer

Allen J. McNee 40 1999 President--Document Management Services

B. Michael James 42 1999 President--Financial Document Services

Mark A. Rossi 41 1999 President--Investment Company Services

Joseph P. Pettirossi 34 1999 President--Managed Communications Programs

Raymond J. Goodwin 35 1999 President--Merrill Print Group

Our executive officers are elected by the Board of Directors and serve
one-year terms beginning 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 all 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--Chief Technology Officer
in February 1999. From 1996 to January 1999, Mr. Atterbury was the Executive
Vice President. Prior to that time, he served as Vice President--Operations.

- - MS. BARBER joined our organization 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.

- - MR. MCNEE was elected President--Document Management Services in February
1999. From February 1996 through January 1999, Mr. McNee was the Vice
President, Document Management Services. Prior to that time, Mr. McNee served
as the Director of Facilities Management/Document Reproduction Group, from
February 1992 through January 1996.

- - MR. JAMES was elected President--Financial Document Services in February 1999
and since January 1994, has been the President, Merrill/New York Company.
From January 1996 to February 1999, Mr. James was our Vice President of the
East Region and International Operations. Prior to that time, Mr. James was
the Vice President of Human Resources (from June 1989, when Mr. James joined
our company, to January 1994).

- - MR. ROSSI was elected President--Investment Company Services in February
1999. From February 1997 to February 1999, Mr. Rossi was our Vice President
of the Central Region. Prior to that time, Mr. Rossi served as our President
of Southern California, from February 1993 to January 1997.

- - MR. PETTIROSSI was elected President--Managed Communications Programs in
February 1999. From July 1996 to February 1999, Mr. Pettirossi was the
President of one of our subsidiaries, Merrill/May, Inc. Prior to joining us
in 1996, Mr. Pettirossi was the

Chief Operating Officer and Chief Financial Officer of Northwest Racquet Swim
& Health Clubs, Inc. (from November 1994 to June 1996) and the Vice President
and Chief Financial Officer of the Minnesota Professional Basketball Limited
Partnership and the Minnesota Arena Limited Partnership (from September 1992
to March 1995).

- - MR. GOODWIN was elected President--Merrill Print Group in February 1999. From
March 1997 to February 1999, Mr. Goodwin was our Central Region Sales
Manager. Prior to that time, Mr. Goodwin served as President of our Denver
and Houston operations, from January 1993 to March 1997.

PART II

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

Information required by this item is incorporated by reference from the
"QUARTERLY STOCK PRICE INFORMATION" in our 1999 Annual Report. We did not sell
any unregistered equity securities from February 1, 1998 through January 31,
1999.

ITEM 6. SELECTED FINANCIAL DATA

Information required by this item is incorporated by referenced from the
table entitled "SUMMARY OF OPERATING AND FINANCIAL DATA" in our 1999 Annual
Report.

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

Information required by this item is incorporated by reference from the
"MANAGEMENT'S DISCUSSION AND ANALYSIS" in our 1999 Annual Report.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We regularly invest excess operating cash in overnight repurchase agreements
that are subject to changes in short-term interest rates. Accordingly, we
believe that the market risk arising from its holding of these financial
instruments is minimal.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Information required by this item is incorporated by reference from our
"CONSOLIDATED FINANCIAL STATEMENTS" (including the unaudited information in the
"SUMMARY OF OPERATING AND FINANCIAL DATA") and the "REPORT OF INDEPENDENT
ACCOUNTANTS" in our 1999 Annual Report.

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

There were none.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information required by this item is incorporated by reference from the
discussion under the headings "ELECTION OF DIRECTORS--INFORMATION ABOUT
NOMINEES," "OTHER INFORMATION ABOUT NOMINEES" and "OTHER MATTERS--SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE" in our 1999 Proxy Statement.
Information concerning our executive officers is included in this Report under
Item 4A, "EXECUTIVE OFFICERS OF THE REGISTRANT."

ITEM 11. EXECUTIVE COMPENSATION

Information required by this item is incorporated by reference from the
discussion under the headings "GOVERNANCE--DIRECTORS' COMPENSATION" and
"EXECUTIVE COMPENSATION" (excluding the "COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION") in our 1999 Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information required by this item is incorporated by reference from the
discussion under the headings "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT" and "EXECUTIVE COMPENSATION--CHANGE IN CONTROL ARRANGEMENTS" in
our 1999 Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information required by this item is incorporated by reference from the
discussion under the heading "OTHER MATTERS--CERTAIN TRANSACTIONS" in our 1999
Proxy Statement.

PART IV

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

1. FINANCIAL STATEMENTS:

The following financial statements are part of our disclosure in this Report
and are found on the following pages in our 1999 Annual Report:

- --------------------------------------------------
FINANCIAL STATEMENT PAGE NO.
- --------------------------------------------------

Consolidated Balance Sheets as of
January 31, 1999 and 1998............ 21

Consolidated Statements of Operations
for the years ended January 31, 1999,
1998 and 1997........................ 22

Consolidated Statements of Cash Flows
for the years ended January 31, 1999,
1998 and 1997........................ 23

Consolidated Statements of Changes in
Shareholders' Equity for the years
ended January 31, 1999, 1998 and
1997................................. 24

Notes to Consolidated Financial
Statements........................... 25-35

Report of Independent Accountants...... 37
- --------------------------------------------------

2. FINANCIAL STATEMENT SCHEDULE:

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 1999 Annual Report we refer to above
(page numbers refer to pages in this Report):

- --------------------------------------------------
SCHEDULE PAGE NO.
- --------------------------------------------------

Report of Independent Accountants...... 18

Valuation and Qualifying Accounts...... 19
- --------------------------------------------------

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 of this Report.
If you were a shareholder on April 15, 1999, 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:

- - Employment Agreement with John W. Castro (incorporated by reference to our
Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 1989).

- - First Amendment to Employment Agreement with John W. Castro (incorporated by
reference to our Annual Report on Form 10-K for the fiscal year ended January
31, 1994).

- - Second Amendment to Employment Agreement with John W. Castro (incorporated by
reference to our Annual Report on Form 10-K for the fiscal year ended January
31, 1998).

- - Deferred Compensation Agreement with John W. Castro (incorporated by
reference to our Annual Report on Form 10-K for the fiscal year ended January
31, 1998).

- - Employment Agreement with Rick R. Atterbury (incorporated by reference to our
Annual Report on Form 10-K for the fiscal year ended January 31, 1991).

- - First Amendment to Employment Agreement with Rick R. Atterbury (incorporated
by reference to our Annual Report on Form 10-K for the fiscal year ended
January 31, 1994).

- - Second Amendment to Employment Agreement with Rick R. Atterbury (incorporated
by reference to our Annual Report on Form 10-K for the fiscal year ended
January 31, 1998).

- - 1987 Omnibus Stock Plan, as amended (incorporated by reference to our Annual
Report on Form 10-K for the fiscal year ended January 31, 1991).

- - 1993 Stock Incentive Plan, as amended (incorporated by reference to our
Annual Report on Form 10-K for the fiscal year ended January 31, 1997).

- - Option Agreement with Ronald N. Hoge (incorporated by reference to our Annual
Report on Form 10-K for the fiscal year ended January 31, 1993).

- - 1996 Non-Employee Director Plan (incorporated by reference to our Annual
Report on Form 10-K for the fiscal year ended January 31, 1997).

- - 1996 Non-Statutory Stock Option Plan (included with this filing)

- - Stock Purchase Loan Program (included with this filing)

- - Stock Option Deferral Program (included with this filing).

- - Form of Letter Agreement effective May 28, 1998 with John W. Castro and Rick
R. Atterbury (included with this filing).

- - Form of Letter Agreement effective May 28, 1998 with Kay A. Barber, Steven J.
Machov and Kathleen A. Larkin (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, 1999.

REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE

Our report on the consolidated financial statements of Merrill Corporation
and Subsidiaries has been incorporated by reference in this Form 10-K from page
37 of the 1999 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.

PricewaterhouseCoopers LLP

St. Paul, Minnesota
March 29, 1999

SCHEDULE II

MERRILL CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED JANUARY 31, 1999, 1998 AND 1997
(IN THOUSANDS)

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

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

Year Ended January 31, 1998

Valuation account deducted from assets
to which it applies--
Allowance for doubtful accounts........... $ 6,027 $ 2,064 $ 55(A) $ 1,154(B) $ 6,992
----------- ----------- --- ----------- -----------
----------- ----------- --- ----------- -----------

Allowance for unbillable
inventories......................... $ 3,240 $ 1,063(C) $ 2,177
----------- ----------- -----------
----------- ----------- -----------

Year Ended January 31, 1999

Valuation account deducted from assets
to which it applies--
Allowance for doubtful accounts........... $ 6,992 $ 3,273 $ 2,139(B) $ 8,126
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------

Allowance for unbillable
inventories......................... $ 2,177 $ 67 $ 2,244
----------- ----------- -----------
----------- ----------- -----------

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

(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 on April 29, 1999.

MERRILL CORPORATION

By: /s/ JOHN W. CASTRO
-----------------------------------------
John W. Castro
Its: President and Chief Executive Officer

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.

SIGNATURE TITLE
- ------------------------------ --------------------------------

/s/ JOHN W. CASTRO President and Chief Executive
- ------------------------------ Officer (Principal Executive
John W. Castro Officer) and Director

Vice President--Finance, Chief
/s/ KAY A. BARBER Financial Officer and
- ------------------------------ Treasurer (Principal Financial
Kay A. Barber and Accounting Officer)

/s/ ROBERT F. NIENHOUSE
- ------------------------------ Director
Robert F. Nienhouse

/s/ RICHARD G. LAREAU
- ------------------------------ Director
Richard G. Lareau

/s/ PAUL G. MILLER
- ------------------------------ Director
Paul G. Miller

/s/ RICK R. ATTERBURY
- ------------------------------ Director
Rick R. Atterbury

/s/ RONALD N. HOGE
- ------------------------------ Director
Ronald N. Hoge

/s/ JAMES R. CAMPBELL
- ------------------------------ Director
James R. Campbell

/s/ FREDERICK W. KANNER
- ------------------------------ Director
Frederick W. Kanner

/s/ MICHAEL S. SCOTT MORTON
- ------------------------------ Director
Michael S. Scott Morton

MERRILL CORPORATION
EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-K
FOR FISCAL YEAR ENDED JANUARY 31, 1999

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

3.1 Articles of Incorporation Incorporated by reference to our Registration
Statement on Form S-1 (File No. 33-4062).

3.2 Amendments to Articles of Incorporation as of June Incorporated by reference to our Annual Report on
20, 1986 and March 27, 1987 Form 10-K for the fiscal year ended January 31,
1987.

3.3 Restated Bylaws Incorporated by reference to our Annual Report on
Form 10-K for the fiscal year ended January 31,
1990.

10.1 Credit Agreement dated as of November 25, 1996 Incorporated by reference to our Quarterly Report
among First Bank, N.A., as Agent and as a Bank, on Form 10-Q for the fiscal quarter ended October
Norwest Bank Minnesota, N.A., and Merrill 31, 1996.
Corporation

10.2 First Amendment to Credit Agreement dated May 23, Included with this filing electronically.
1997 between First Bank National Association,
Norwest Bank Minnesota, National Association and
Merrill Corporation

10.3 Second Amendment to Credit Agreement dated August Included with this filing electronically.
17, 1998 between First Bank National Association,
Norwest Bank Minnesota, National Association and
Merrill Corporation

10.4 Third Amendment to Credit Agreement dated March 24, Included with this filing electronically.
1999 between First Bank National Association,
Norwest Bank Minnesota, National Association and
Merrill Corporation

10.5 Note Purchase Agreement, dated as of October 25, Incorporated by reference to our Quarterly Report
1996 on Form 10-Q for the fiscal quarter ended October
31, 1996.

10.6 Loan Agreement, dated as of July 1, 1990 between Incorporated by reference to our Annual Report on
May Printing Company and Minnesota Agricultural and Form 10-K for the fiscal year ended January 31,
Economic Development Board, amended as of December 1994.
31, 1993

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

10.7 First Amendment to Loan Agreement dated as of Incorporated by reference to our Annual Report on
December 31, 1993 between Merrill/ May, Inc. and Form 10-K for the fiscal year ended January 31,
Minnesota Agricultural and Economic Development 1994 (included with the Loan Agreement, dated as of
Board July 1, 1990 between May Printing Company and
Minnesota Agricultural and Economic Development
Board, amended as of December 31, 1993).

10.8 Second Amendment to Loan Agreement dated as of July Included with this filing electronically.
1, 1998 between Merrill/ May, Inc. and Minnesota
Agricultural and Economic Development Board

10.9 Bond Purchase Agreement dated June 26, 1998 between Included with this filing electronically.
Dougherty Summit Securities LLC and Piper Jaffray
Inc.

10.10 Guaranty of Loan Obligations of May Printing Incorporated by reference to our Annual Report on
Company by Merrill Corporation in favor of Form 10-K for the fiscal year ended January 31,
Minnesota Agricultural and Economic Development 1994.
Board, dated as of December 31, 1993

10.11 Employment Agreement between Rick R. Atterbury and Incorporated by reference to our Annual Report on
Merrill Corporation, dated as of February 1, 1987, Form 10-K for the fiscal year ended January 31,
as amended 1991.

10.12 First Amendment to Employment Agreement between Incorporated by reference to our Annual Report on
Rick R. Atterbury and Merrill Corporation, dated as Form 10-K for the fiscal year ended January 31,
of April 29, 1994 1994.

10.13 Second Amendment to Employment Agreement between Incorporated by reference to our Annual Report on
Rick R. Atterbury and Merrill Corporation, dated as Form 10-K for the fiscal year ended January 31,
of April 8, 1998 1998.

10.14 Employment Agreement between John W. Castro and Incorporated by reference to our Quarterly Report
Merrill Corporation dated as of February 1, 1989 on Form 10-Q for the fiscal quarter ended April 30,
1989.

10.15 Amendment to Employment Agreement between John W. Incorporated by reference to our Annual Report on
Castro and Merrill Corporation dated as of April Form 10-K for the fiscal year ended January 31,
29, 1994 1994.

10.16 Second Amendment to Employment Agreement between Incorporated by reference to our Annual Report on
John W. Castro and Merrill Corporation, dated as of Form 10-K for the fiscal year ended January 31,
April 8, 1998 1998.

10.17 Deferred Compensation Plan for John W. Castro, Incorporated by reference to our Annual Report on
dated as of March 30, 1998 Form 10-K for the fiscal year ended January 31,
1998.

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

10.18 1987 Omnibus Stock Plan, as amended Incorporated by reference to our Annual Report on
Form 10-K for the fiscal year ended January 31,
1991.

10.19 1993 Incentive Stock Plan, as amended Incorporated by reference to our Annual Report on
Form 10-K for the fiscal year ended January 31,
1997.

10.20 1996 Non-Employee Director Plan Incorporated by reference to our Annual Report on
Form 10-K for the fiscal year ended January 31,
1997.

10.21 1996 Non-Statutory Stock Option Plan Included with this filing electronically.

10.22 Option Agreement dated as of July 1, 1991 between Incorporated by reference to our Annual Report on
Ronald N. Hoge and Merrill Corporation Form 10-K for the fiscal year ended January 31,
1993.

10.23 Stock Purchase Loan Program Included with this filing electronically.

10.24 Stock Option Deferral Program Included with this filing electronically.

10.25 Form of Letter Agreement effective May 28, 1998 Included with this filing electronically.
with John W. Castro and Rick R. Atterbury

10.26 Form of Letter Agreement effective May 28, 1998 Included with this filing electronically.
with Kay A. Barber, Steven J. Machov and Kathleen
A. Larkin

10.27 Stock Purchase Agreement, dated March 28, 1996, by Incorporated by reference to our Current Report on
and among Merrill Corporation and the Shareholders Form 8-K dated April 15, 1996.
of FMC Resource Management Corporation

10.28 Asset Purchase Agreement dated as of June 11, 1998 Included with this filing electronically.
among Merrill Acquisition Corporation and
Executech, Inc., World Wide Scan Services, LLC, the
Shareholders of Executech, Inc. and the Members of
World Wide Scan Services LLC

10.29 First Amendment to Asset Purchase Agreement dated Included with this filing electronically.
December 18, 1998 among Merrill/Executech, Inc. and
Executech, Inc., World Wide Scan Services, LLC, the
Shareholders of Executech, Inc. and the Members of
World Wide Scan Services LLC

10.30 Second Amendment to Asset Purchase Agreement dated Included with this filing electronically.
effective as of June 11, 1998 among
Merrill/Executech, Inc. and Executech, Inc., World
Wide Scan Services, LLC, the Shareholders of
Executech, Inc. and the Members of World Wide Scan
Services LLC

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

10.31 Asset Purchase Agreement dated March 11, 1999 among Incorporated by reference to our Current Report on
Merrill Daniels, Inc., Daniels Printing, Limited Form 8-K filed on April 29, 1999.
Partnership and all of the partners of Daniels
Printing Limited Partnership

10.32 Facilities Lease dated October 1, 1985 between the Incorporated by reference to our Registration
Port Authority of the City of Saint Paul as lessor Statement on Form S-1 (File No. 33-4062).
and Merrill Corporation as lessee

10.33 Land Lease dated October 1, 1985 between the Port Incorporated by reference to our Registration
Authority of the City of Saint Paul as lessor and Statement on Form S-1 (File No. 33-4062).
Merrill Corporation as lessee

10.34 Lease dated as of May 1, 1994 between The Rector, Incorporated by reference to our Annual Report on
Church-Wardens, and Vestrymen of Trinity Church in Form 10-K for the fiscal year ended January 31,
the City of New York, as landlord and The Corporate 1997.
Printing Company, Inc, as lessee, assignor to
Merrill/ New York Company

10.35 Office Lease Agreement dated July 30, 1998 between Included with this filing electronically.
Beametfed Inc. and Merrill Corporation

10.36 Agreement of Lease dated January 25, 1995 between Included with this filing electronically.
East 55th Street Limited Partnership (assignee of
The Overton-La Cholla Joint Venture) and Merrill
Daniels, Inc. (assignee to Daniels Printing,
Limited Partnership)

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

21.1 Subsidiaries Included with this filing electronically

23.1 Consent of Independent Accountants Included with this filing electronically

27.1 Financial Data Schedule for the year ended January Included with this filing electronically
31, 1999