Quebecor World USA Inc – ‘10-K405’ for 12/27/98

As of:  Friday, 3/26/99   ·   For:  12/27/98   ·   Accession #:  780117-99-8   ·   File #:  1-11802

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Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     12/27/98 Form 10-K                                    25    111K 
 2: EX-10       Ex 10.21                                               1      8K 
 3: EX-10       Ex 10.32                                               4     17K 
 4: EX-10       Ex 10.33                                               4     17K 
 5: EX-10       Ex 10.34                                              17     77K 
 6: EX-10       Ex 10.35                                              18     77K 
 7: EX-10       Ex 10.36                                              20     79K 
 8: EX-13       Annual Report                                         22    141K 
 9: EX-21       Subsidiaries                                           1      6K 
10: EX-23       Exhibit 23.1                                           1      7K 
11: EX-27       Financial Data Schedule                                2     10K 

10-K405   —   12/27/98 Form 10-K
Document Table of Contents

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================================================================================
UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K 
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934                                                                 

For the fiscal year ended December 27, 1998 Commission file number 1-11802    

[logo]

WORLD COLOR PRESS, INC. 
(Exact name of registrant as specified in its charter)

DELAWARE                                    37-1167902        
(State or other jurisdiction of       (IRS Employer Identification Number)      
incorporation or organization)                                                  

THE MILL, 340 PEMBERWICK ROAD                                                 
GREENWICH, CONNECTICUT                                 06831                  
(Address of principal executive offices)            (Zip Code)                  

203-532-4200
(Registrant's telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: 

                                                                [Download Table]

TITLE OF EACH CLASS                    NAME OF EACH EXCHANGE ON WHICH REGISTERED
-------------------                    -----------------------------------------
                                                                                
Common Stock, $.01 par value per share             New York Stock Exchange, Inc.
6% Convertible Senior Subordinated Notes due 2007  New York Stock Exchange, Inc.

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None

  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.  [X]                                             

  The only  class of  voting securities of  World Color  Press, Inc.  is its
common  stock, par value $.01 per share  (the "Common Stock").   On March 12, 
1999,  the aggregate market value of the voting  stock held by non-affiliates 
of  the registrant was  approximately $918 million.                           

----------------------- 
The number of shares of the Common Stock outstanding as of March 12, 1999:    
38,131,836                                                                    
----------------------- 

DOCUMENTS INCORPORATED BY REFERENCE 

  Certain  exhibits  as  listed   on  the  Exhibit  Index   and  filed  with
registrant's  registration statement  on Form  S-1 (No.  33-99676), Form  S-8 
(No.  333-47743), Form S-1 (No. 33-59490) and Form  S-4 (No. 333-74087) under 
the  Securities Act of 1933,  as amended, are incorporated  by reference into 
Part  IV of this Form 10-K.  Portions of the  registrant's 1998 Annual Report 
to  Stockholders are incorporated by reference into Part II  of this Form 10- 
K.  Portions of the registrant's  definitive Proxy Statement dated  March 26, 
1999 are incorporated by reference into Part III of this Form 10-K.           
==============================================================================  

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INDEX       

                                                              PAGE
                                                              ----

PART I                                                                      

ITEM 1.         Business . . . . . . . . . . . . . . . . . . . . .    1     
ITEM 2.         Properties . . . . . . . . . . . . . . . . . . . .    6     
ITEM 3.         Legal Proceedings. . . . . . . . . . . . . . . . .    7     
ITEM 4.         Submission of Matters to a Vote of Security                 
           Holders. . . . . . . . . . . . . . . . . . . . . .    7

PART II                                                                     

ITEM 5.         Market for Registrant's Common Equity and Related           
           Stockholder Matters. . . . . . . . . . . . . . . .    8
ITEM 6.         Selected Financial Data. . . . . . . . . . . . . .    8     
ITEM 7.         Management's Discussion and Analysis of Financial           
           Condition and Results of Operations. . . . . . . .    8
ITEM 7A.        Quantitative and Qualitative Disclosures about              
           Market Risk. . . . . . . . . . . . . . . . . . . .    9
ITEM 8.         Financial Statements and Supplementary Data. . . .    9     
ITEM 9.         Changes in and Disagreements with Accountants on            
           Accounting and Financial Disclosure. . . . . . . .    9

PART III                                                                    

ITEM 10.        Directors and Executive Officers of the                     
           Registrant . . . . . . . . . . . . . . . . . . . .    9
ITEM 11.        Executive Compensation . . . . . . . . . . . . . .    9     
ITEM 12.        Security Ownership of Certain Beneficial Owners             
           and Management . . . . . . . . . . . . . . . . . .    9
ITEM 13.        Certain Relationships and Related Transactions . .    9     

PART IV                                                                     

ITEM 14.        Exhibits, Financial Statement Schedule and Reports          
           on Form 8-K. . . . . . . . . . . . . . . . . . . .   10

SIGNATURES       . . . . . . . . . . . . . . . . . . . . . . . . .   18     

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PART  I     

ITEM 1.   BUSINESS.                                                   

GENERAL                                                               

We are an industry leader in the management and distribution of print 
and digital information. We are the second largest diversified        
commercial printer in the United States, providing digital prepress,  
press, binding, distribution and multi-media services to customers in 
the commercial, magazine, catalog, direct mail, book and directory    
markets.  Founded in 1903, we currently operate 52 facilities with a  
 network of sales offices nationwide. Through selective acquisitions and
internal expansion, we have strategically positioned ourselves as a   
full-service provider of high technology solutions for our customers' 
imaging, print and distribution needs.                                

We operate in one business segment -- printing services.  The         
following table presents the percentage of total revenue contributed  
by each market sector during the past three fiscal years.             

                                                                [Download Table]

                        1998      1997      1996

                                                
Commercial               26%       23%       27%
Magazines                28        30        29 
Catalogs                 24        24        27 
Direct Mail               8         7         9 
Books                    10        11         2 
Directories               4         5         6 
                        ----      ----      ----
TOTAL:                  100%      100%      100%
                        ====      ====      ====


We completed five acquisitions in calendar year 1998:  Magna Graphic, 
Inc. (January), a prepress operation servicing customers primarily in 
  the educational textbook market, Dittler Brothers, Incorporated (March),
 a direct mail and commercial printing operation, Acme Printing Company,
Inc. (April), a commercial printer and Century Graphics Corporation   
(February) and Great Western Publishing, Inc. (December, fiscal year  
   1999), two operations serving customers in the retail insert market.  The
    above table includes the revenues we recognized from these operations from
their respective acquisition dates in 1998.                           

Substantially all sales are made to customers through our employees   
based upon customer specification.  A significant amount of our sales 
are made pursuant to term contracts with our customers, with the      
remainder being made on an order-by-order basis. As a result, we have 
a significant backlog of orders.  No customer accounted for more than 
5% of our net sales in 1998.  In our opinion, the loss, at            
substantially the same time, of all of the business provided by any   
one of our largest customers could have an adverse effect upon us.    

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MARKET SECTORS                                                        

COMMERCIAL.  We are a premier printer of virtually all of the         
different kinds of printed materials used by businesses to promote    
their goods and services to other businesses, investors and consumers.
We print high quality specialty products such as annual reports       
(including our own) and automobile and travel brochures. We are also a
leading printer of product brochures, bill stuffers, informational    
marketing materials and other advertising supplements.                

We also print freestanding inserts and retail inserts for established 
national and regional retailers and are the second largest offset     
printer of retail advertising inserts in the United States. We are an 
industry leader in three highly specialized areas: (1) complex        
personalized direct response materials; (2) unique and intricate      
consumer-involvement promotional materials such as scratch-off game   
pieces; and (3) airline guides and hotel directories.                 

With a broad range of specialized equipment and focused attention to  
customer service, we provide our commercial customers with format     
flexibility, high-speed production and the ability to print high      
quality commercial products from start to finish at one full-service  
source. We believe our reputation for and dedication to innovation and
leadership in specialized services will allow us to enjoy continued   
loyalty from our customers.                                           

MAGAZINES.  We believe that we are the second largest printer of      
consumer magazines in the United States.  Our principal competitors in
this sector consist of three diversified printing companies.  Our     
publication customer base includes some of the largest and most       
established consumer magazine publishers in a diverse range of market 
categories. The popularity of these magazines makes them less         
susceptible to cyclical downturns in advertising spending, which we   
believe provides us with a significant advantage over competitors     
whose customers may be more susceptible to such downturns.            

A majority of our magazine printing is performed under contracts with 
remaining terms of between one and ten years, the largest of which are
with customers with whom we have had relationships for, on average,   
more than 20 years.  We have extended a majority of such contracts    
beyond their initial expiration dates and intend to continue this     
practice when economically practicable.                               

CATALOGS.  We are a leading printer for the U.S. catalog market.  We  
currently print many of the most well known catalog titles.  In       
addition, our business-to-business catalog printing work spans a broad
range of industries including the computer, home and office furniture,
office products and industrial safety products industries. Our key    
competitors in the catalog market consist of four diversified         
commercial printers whose facilities enable them to compete in the    
national market and smaller local and regional printers who compete   
for regional business.                                                

DIRECT MAIL.   Direct mail marketing services are an important and    
growing component of many businesses' marketing programs and overall  
U.S. advertising expenditures.  We print direct mail materials such as
booklets, inserts, bill stuffers and other advertisements.  In        
addition, we provide direct marketers with direct imaging,            
personalization and other lettershop services. We believe that we are 
the only direct mail printer capable of providing complex             
personalization for both short and long-run projects.                 

BOOKS. We print mass-market, racksize books and hardcover books for   
the consumer, education and reference markets.  We service many of the
largest U.S. publishers.                                              

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DIRECTORIES.  We have printed directories since 1981, predominately   
for Pacific Bell.  We print four-color white-page and yellow-page     
directories for Pacific Bell under a contract which extends through   
the year 2002 and which can be extended by Pacific Bell for up to an  
additional three years.  We print more than 100 different regional    
directory titles for Pacific Bell and certain other customers.        

CURRENT SERVICES                                                      

DIGITAL AND PREPRESS SERVICES.  We are a leader in the transition from
conventional prepress to an all-digital workflow, providing a complete
spectrum of film and digital preparation services, from traditional   
paste-up and color separations to state-of-the-art, all-digital       
prepress, as well as digital imaging and digital archiving.  Our ten  
specialized digital and prepress facilities, which are strategically  
located close to our customers, provide high quality, 24-hour         
preparatory services linked directly to our various printing          
facilities.  In addition, our computer systems enable us to exchange  
images and textual material electronically directly between our       
facilities and the customers' business locations.  The integrated     
prepress operations provide us with competitive advantages over       
traditional prepress shops that are not able to provide the same level
of integrated services.  Our digital group also provides multi-media  
services such as the transformation of customers' existing printed and
digital material into interactive media such as user-friendly         
information kiosk systems, Internet web sites, corporate intranets,   
CD-ROM's and computer laptop sales presentations.  Our digital        
services group has provided a natural opportunity for our cross-      
selling efforts by offering integrated prepress and multi-media       
services to our print customers who may have historically used third- 
party suppliers for their prepress and multi-media needs.             

PRESS AND BINDING SERVICES.  We believe that we provide our customers 
with access to state-of-the-art technology in all phases of the       
printing and binding process, including, among others, wide-web       
presses, computerized quality information systems, computer-to-plate  
and digital processing systems, high speed binding and personalization
capabilities and robotic material handling. Wide-web press technology,
which only a small number of well-capitalized printers are able to    
justify, generates a significant cost savings on longer press runs.   
Computerized quality information systems provide us and our customers 
with instant analysis of the quality of the printing, thereby enabling
us to improve our performance and plan preventive maintenance of our  
equipment more effectively.  Computer-to-plate and digital processing 
technologies eliminate the use of film which significantly reduces    
costs and production time and enables our customers to extend their   
production deadlines. Our personalization capabilities allow customers
to include different content, whether advertising or editorial or     
both, within different copies of their product depending upon the     
geographic, demographic and subscriber specifications of their        
readers.                                                              

We operate web and sheetfed offset, rotogravure and flexographic      
presses.  We believe that the variety and capabilities of our presses 
and other production equipment allow us to meet the broad range of our
customers' printing needs and be the full service provider demanded by
the market.  This capacity provides us with the competitive advantage 
over those smaller printers who are unable to meet this demand.       

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DISTRIBUTION AND LOGISTICS.  We believe that our sophisticated mailing
and distribution capabilities are among the best in the industry.  We 
maintain a network of strategic regional locations from which we      
provide customers important local access to our nationwide services.  
Nearly all of our printing facilities dedicated to servicing our      
magazine, catalog and direct mail customers are strategically located 
in the mid-region of the country.  We believe that the size of these  
printing plants and their central location and close proximity to each
other provide us with a significant advantage in distribution         
capabilities, enabling us to distribute a greater volume of product   
than our competitors to a wider target market at a lower cost. We also
operate facilities on the west and east coasts which serve more       
regionalized needs.  We use computerized cost studies to examine the  
benefits of pooled and palletized mailing for each customer to develop
an efficient and cost effective distribution plan designed to ensure  
that the customer's product reaches consumers at narrowly specified   
delivery times.                                                       

COMPETITION                                                           

Although we are one of the largest diversified commercial printers in 
the United States, the industry is highly competitive in most product 
categories and geographic regions. Competition is largely based on    
price, quality, range of services offered, distribution capabilities, 
customer service, availability of printing time on appropriate        
equipment and state-of-the-art technology. We compete for commercial  
business not only with large national printers, but also with smaller 
regional printers.  In certain circumstances, due primarily to factors
such as freight rates and customer preference for local services,     
printers with better access to certain regions of the country may have
a competitive advantage in such a region.                             

The printing industry is experiencing excess capacity.  Further, the  
industries that we serve have been subject to consolidation efforts,  
leading to a smaller number of potential customers who exercise       
increased pricing leverage over the industry.  Primarily as a result  
of this excess capacity and customer consolidation, there has been,   
and will continue to be, downward pricing pressure and increased      
competition in the printing industry.                                 

RAW MATERIALS                                                         

The primary raw materials required in a printing operation are ink and
paper. We supply all of the ink and a substantial amount of the paper 
used in the printing process. Our net sales include sales to certain  
customers of paper that we purchase.  We provide warehouse space for  
     both ourselves and customer supplied paper.  The price of paper is volatile
    over time and may cause significant swings in net sales and cost of sales.
We generally are able to pass on increases in the cost of paper to our
customers, while declines in paper costs result in lower prices to our
     customers. The paper market firmed in pricing from early 1997 to late 1997.
   In early 1998 paper pricing softened from late 1997 price levels.  Prices
continued to decline throughout 1998 as availability became plentiful 
for most grades of paper.  We anticipate that pricing will continue to
soften in 1999. We believe we have adequate allocations with our paper
suppliers to meet our customers' needs. Our contracts with our        
customers generally provide for price adjustments to reflect price    
changes for other materials, wages and outside services.              

Our materials management program capitalizes on our purchasing power  
in order to minimize materials costs while optimizing inventory       
management.  In addition, our strong commercial relationships with a  
relatively small number of suppliers allow us to negotiate favorable  
price discounts and achieve more assured sourcing of high quality     
paper that meets our specifications. We are not dependent upon any one
source for our paper or ink.  Given the volume of our purchases, we   
are generally able to obtain quality paper, ink and other materials at
competitive prices. We believe that an adequate supply of ink is      
available.                                                            

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ENVIRONMENTAL COMPLIANCE                                              

We are subject to regulation under various and changing federal, state
and local laws relating to the environment and to employee safety and 
health. These environmental regulations relate to the generation,     
storage, transportation, disposal and emission into the environment of
various substances.  Permits are required for operation of our        
business (particularly air emission permits), and these permits are   
subject to renewal, modification and, in certain circumstances,       
revocation.  We believe that we are in substantial compliance with    
such laws and permitting requirements. We are also subject to         
regulation under various and changing federal, state and local laws   
which allow regulatory authorities to compel (or to seek reimbursement
for) clean-up of environmental contamination at our own sites and at  
facilities where our waste is or has been disposed.                   

We have internal controls and personnel dedicated to compliance with  
all applicable environmental laws.  We estimate that capital          
expenditures in 1999 required to comply with federal, state and local 
provisions for environmental controls, as well as expenditures for our
share of costs for environmental clean-up, if any, will not be        
material and will not have a material adverse effect on us.  We expect
to incur ongoing capital and operating costs to maintain compliance   
with applicable environmental laws, which costs we do not expect to   
be, in the aggregate, material.                                       

RESEARCH AND DEVELOPMENT                                              

Suppliers of equipment and materials used by companies such as us     
perform most of the research and development related to the printing  
industry. Accordingly, our expenses and capital investments for       
research and development are not material. We do, however, dedicate   
significant resources to improving our operating efficiencies and the 
services we provide to our customers.  In an effort to realize        
increased efficiencies in our printing processes, we have made        
significant investments in state-of-the-art equipment, including new  
press and binding technology, digital photography, computer-to-plate  
and digital processing technology and real-time product quality       
monitoring systems.                                                   

EMPLOYEES                                                             

As of March 1, 1999, we had over 16,000 employees, approximately 16%  
of who were represented by unions.  As of March 1, 1999 approximately 
1,600 of such union employees, in two different facilities, were      
covered under several different contracts which have expired and are  
currently under negotiation.                                          

The balance of our union employees are covered under contracts which  
expire during 1999, 2000 and 2002.                                    

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ITEM 2.   PROPERTIES.                                                 

Our corporate office is currently located in leased facilities in     
Greenwich, Connecticut. Production facilities are located throughout  
the United States, as set forth below. We believe our facilities      
provide adequate productive capacity for our needs. Summary           
information regarding our facilities is set forth as follows:         

                                                                [Download Table]

USE AND LOCATION                OWNED/LEASED SQUARE FOOTAGE
----------------                ------------ --------------
                                                           
CORPORATE HEADQUARTERS:                                    
Greenwich, Connecticut . . . .     Leased            55,000
PRINTING PLANTS:                                           
Atlanta, Georgia . . . . . . .     Owned            129,000
Augusta, Georgia . . . . . . .     Owned            700,000
Aurora, Illinois . . . . . . .     Owned            226,000
Brookfield, Wisconsin. . . . .     Owned            309,000
Corinth, Mississippi . . . . .     Owned            630,000
Covington, Tennessee . . . . .     Owned            535,000
Dresden, Tennessee . . . . . .     Owned            678,000
Dyersburg, Tennessee . . . . .     Owned            869,000
Elk Grove Village, Illinois. .     Owned            177,000
Elk Grove Village, Illinois. .     Leased            93,000
Effingham, Illinois. . . . . .     Owned            570,000
Enfield, Connecticut . . . . .     Owned             75,000
Jonesboro, Arkansas. . . . . .     Owned            400,000
Lebanon, Ohio. . . . . . . . .     Owned            270,000
Los Angeles, California. . . .     Leased           283,000
Merced, California . . . . . .     Owned            460,000
Metairie, Louisiana. . . . . .     Owned            106,000
North Haven, Connecticut . . .     Owned            440,000
Oakwood, Georgia . . . . . . .     Owned            251,000
Oberlin, Ohio. . . . . . . . .     Owned            110,000
Oklahoma City, Oklahoma. . . .     Owned            220,000
Omaha, Nebraska. . . . . . . .     Owned             52,000
Ontario, California. . . . . .     Leased            39,000
Orlando, Florida . . . . . . .     Leased           191,000
Phoenix, Arizona . . . . . . .     Leased            83,000
Red Bank, Ohio . . . . . . . .     Owned            180,000
Salem, Illinois. . . . . . . .     Owned            688,000
Salt Lake City, Utah . . . . .     Leased            39,000
South Windsor, Connecticut . .     Owned             42,000
Stafford, Texas. . . . . . . .     Leased            60,000
Stillwater, Oklahoma . . . . .     Owned            332,000
Taunton, Massachusetts . . . .     Owned            358,000
Versailles, Kentucky . . . . .     Owned          1,058,000
Wilmington, Massachusetts. . .     Leased           195,000
Winchester, Virginia . . . . .     Owned             96,000

                             6                             

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DIGITAL SERVICES/PREPRESS:                                 
Arlington Heights, Illinois. .     Leased            18,000
Charlotte, North Carolina. . .     Leased            25,000
Lake Mary, Florida . . . . . .     Leased            19,000
Lexington, Kentucky. . . . . .     Leased            27,000
Los Angeles, California. . . .     Leased            22,000
New York, New York . . . . . .     Leased             6,000
Orlando, Florida . . . . . . .     Leased            18,000
St. Charles, Missouri. . . . .     Leased            20,000
Warren, Michigan . . . . . . .     Leased            12,000
Washington, D.C. . . . . . . .     Owned             67,000
DISTRIBUTION:                                              
Altamont, Illinois . . . . . .     Leased            27,000
Bensenville, Illinois                                      
  (DISTRIBUTION/BINDERY) . . .     Owned            307,000
Flora, Illinois. . . . . . . .     Owned            120,000
Lexington, Kentucky. . . . . .     Leased            26,000
Lexington, Kentucky. . . . . .     Leased           240,000
Trenton, Tennessee . . . . . .     Leased            96,000
WAREHOUSE:                                                 
Dresden, Tennessee . . . . . .     Leased            35,000
Elk Grove Village, Illinois. .     Leased           102,000
Jonesboro, Arkansas. . . . . .     Leased            76,000
Memphis, Tennessee . . . . . .     Leased           100,000
Newburn, Tennessee . . . . . .     Leased            68,000
Versailles, Kentucky . . . . .     Leased            27,000
West Annex, Oklahoma . . . . .     Owned             26,000
Winchester, Virginia . . . . .     Leased            20,000


In addition, we maintain an extensive network of sales offices located
throughout the United States. We believe that none of our leases are  
material to our operations and that such leases were entered into on  
market terms.                                                         

ITEM 3.  LEGAL PROCEEDINGS.                                           
We do not believe that there are any pending legal proceedings, which,
if adversely determined, could have a material adverse effect on our  
financial condition or results of operations, taken as a whole.       

There were no material pending legal proceedings that were terminated 
in the fourth quarter of the fiscal year ended December 27, 1998.     

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.        

None.                                                                 

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PART II           

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

MARKET PRICE RANGE OF COMMON STOCK                                    

Our Common Stock is listed on the New York Stock Exchange under the   
symbol: WRC. At March 12, 1999 there were approximately 138 registered
holders of record of our Common Stock.  The following table sets forth
the range of the high and low sales prices of the Common Stock as     
quoted on the New York Stock Exchange for 1997 and 1998. We did not   
pay dividends during 1997 or 1998.                                    

                                                                [Download Table]

1997                             High             Low          Close   

                                                                       
First Quarter                    22 5/8           18 1/8       20 1/4  
Second Quarter                   26 1/4           19 5/8       24 1/8  
Third Quarter                    32 7/16          23 1/4       29 9/16 
Fourth Quarter                   30 1/4           22 11/16     25 15/16


1998                             High             Low          Close   

                                                                       
First Quarter                    34 3/4           25 3/8       34 1/8  
Second Quarter                   35 11/16         29 7/8       33 1/16 
Third Quarter                    36 1/4           26           29 1/2  
Fourth Quarter                   34 3/4           22 3/4       27 1/8  


DIVIDEND POLICY                                                       

We do not anticipate declaring and paying cash dividends on the Common
Stock at any time in the foreseeable future.  The decision whether to 
apply legally available funds to the payment of dividends on the      
Common Stock will be made by our Board of Directors from time to time 
in the exercise of its prudent business judgment, taking into account,
among other things, our results of operations and financial condition,
any then existing or proposed commitments for our use of available    
funds, and our obligations with respect to any then outstanding class 
or series of our preferred stock. We are restricted by the terms of   
certain of our outstanding debt and financing agreements from paying  
cash dividends on our Common Stock.                                   

ITEM 6.     SELECTED FINANCIAL DATA.                                  

See "Selected Financial Data" on page 19 of our Annual Report to      
Stockholders, which information is incorporated by reference herein.  

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

See "Management's Discussion and Analysis" on pages 20 - 24 of our    
Annual Report to Stockholders, which information is incorporated by   
reference herein.                                                     

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ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET     
RISK.                                                                 

For quantitative and qualitative disclosures about market risk, see   
the notes to the consolidated financial statements (Note 7) referenced
in Item 8 of this report, and the information presented under the     
  caption "Management's Discussion and Analysis of Financial Condition and
  Results of Operations: Liquidity and Capital Resources" on pages 21 - 23
 of our Annual Report to Stockholders, incorporated herein by reference.

ITEM 8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.             

The consolidated financial statements described in Item 14(a) of this 
report are incorporated herein. The supplementary quarterly data set  
forth in Note 17 on page 40 of our Annual Report to Stockholders is   
incorporated herein by reference.                                     

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

None.                                                                 

PART III    

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.         

See "Election of Directors" on pages  3 - 6; "Executive Officers" on  
pages 12 - 13 and "Other Matters" on page 22 of our definitive Proxy  
Statement dated March 26, 1999, which information is incorporated     
herein by reference.                                                  

ITEM 11.  EXECUTIVE COMPENSATION.                                     

See "Director Compensation" on page 7; "Executive Compensation --     
Summary Compensation Table," "-- Option Grants in 1998," "-- Aggregate
Option Exercises in Fiscal 1998 and Fiscal Year-End Option Values,"   
"-- Compensation Under Retirement Plans," "-- Agreements With Named   
Executive Officers," "--Board Compensation Report on Executive        
Compensation" and "-- Compensation Committee Interlocks and Insider   
Participation" on pages 14 - 20 and "Performance Information" on      
page 21 of our definitive Proxy Statement dated March 26, 1999, which 
information is incorporated herein by reference.                      

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND         
MANAGEMENT.                                                           

See "Stock Ownership of Certain Beneficial Owners and Management" on  
pages 10 - 11 of our definitive Proxy Statement dated March 26, 1999, 
which information is incorporated herein by reference.                

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.             

See "Certain Relationships and Related Transactions" on page 9 of our 
definitive Proxy Statement dated March 26, 1999, which information is 
incorporated herein by reference.                                     

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PART IV     

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

(a)  The following documents are filed as a part of this report:            

(i)   Financial Statements                                

       Our consolidated financial statements, as included in
Part II, Item 8, are as follows:              

                                                                    Page in 1998
                                                                Annual Report to
                                                                    Stockholders
                                                                    ------------
   Independent Auditors' Report                                           25

Consolidated Balance Sheets as of December 27, 1998 and               
     December 28, 1997                                                    26

Consolidated Statements of Operations for the Years ended             
     December 27, 1998 , December 28, 1997 and December 29, 1996          27

Consolidated Statements of Stockholders' Equity for the               
Years ended December 27, 1998, December 28, 1997 and              
     December 29, 1996                                                    28

Consolidated Statements of Cash Flows for the Years ended             
     December 27, 1998, December 28,  1997 and December 29, 1996          29

   Notes to Consolidated Financial Statements                       30 -  40

(ii)   Financial Statement Schedule:                        

               Independent Auditors' Report, as set forth on page 16 of this
report.                                       

              Schedule II, Valuation and Qualifying Accounts, as set forth
on page 17 of this report.                    

        All other schedules have been omitted because they are
        inapplicable or are not required or the information is
         included elsewhere in the financial statements or notes
there to.                                     

(iii)   Exhibits:                                             

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EXHIBIT NO.                             DESCRIPTION                             

3.1 Amended and Restated Certificate of Incorporation of World Color Press,     
Inc., incorporated by reference to Exhibit 3.1 to World Color's   
Registration Statement on Form S-1 (No. 33-99676) under the       
Securities Act of 1933, as amended (the "World Color Equity S-1").

3.2 Amended and Restated By-Laws of World Color Press, Inc., incorporated by    
  reference to Exhibit 3.2 to World Color's Annual Report on Form 10-K
for the fiscal year ended December 29, 1996.                      

4.1 Indenture (the "Convert Indenture") between World Color Press, Inc. and     
State Street Bank and Trust Company, as trustee, relating to World
Color's 6% Convertible Senior Subordinated Notes due 2007 (the    
    "Converts"), incorporated by reference to Exhibit 4.1 to World Color's
    Quarterly Report on Form 10-Q for the quarterly period ended September
28, 1997.                                                         

4.2 Specimen of Converts (included in the Convert Indenture, incorporated by    
reference as Exhibit 4.1).                                        

4.3 Indenture between World Color Press, Inc. and The Bank of New York, as      
 trustee, relating to World Color's 8-3/8% Senior Subordinated Notes
 due 2008, incorporated by reference to Exhibit 4.1 to World Color's
Registration Statement on Form S-4 (No. 333-74087) under the      
Securities Act of 1933, as amended (the "World Color Debt S-4").  

4.4 Specimen of World Color's 8-3/8% Senior Subordinated Notes due 2008         
   (included in the Indenture incorporated by reference as Exhibit 4.3).

4.5 Indenture between World Color Press, Inc. and The Bank of New York, as      
     trustee, relating to World Color's 7-3/4% Senior Subordinated Notes due
    2009, incorporated by reference to Exhibit 4.3 to the World Color Debt
S-4.                                                              

4.6 Specimen of World Color's 7-3/4% Senior Subordinated Notes due 2009         
   (included in the Indenture incorporated by reference as Exhibit 4.5).

10.1 Second Amended and Restated Credit Agreement, dated as of June 6, 1996,    
    among World Color Press, Inc. and the lenders and agents party thereto
    (the "Credit Agreement"), incorporated by reference to Exhibit 10.2 to
World Color's Current Report on Form 8-K dated June 21, 1996.     

10.2 First Amendment dated as of June 10, 1996 to the Credit Agreement,         
incorporated by reference to Exhibit 10.3 to World Color's Current
Report on Form 8-K dated June 21, 1996.                           

10.3 Limited Waiver, Consent and Second Amendment to Second Amended and         
Restated Credit Agreement dated as of June 9, 1997, by and among  
  World Color Press, Inc., the Lenders party to the Second Amended and
Restated Credit Agreement, as amended, Bankers Trust Company, as  
Administrative Agent, and the Guarantors listed on the signature  
 pages, incorporated by reference to Exhibit 10.1 to the World Color
   Quarterly Report on Form 10-Q for the quarterly period ended June 29,
1997.                                                             

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EXHIBIT NO.                             DESCRIPTION                             

10.4 Third Amendment to Second Amended and Restated Credit Agreement dated      
as of June 27, 1997, by and among World Color Press, Inc., the    
   Lenders party to the Second Amended and Restated Credit Agreement, as
amended, Bankers Trust Company, as Administrative Agent, and the  
 Guarantors listed on the signature pages, incorporated by reference
  to Exhibit 10.2 to the World Color Quarterly Report on Form 10-Q for
the quarterly period ended June 29, 1997.                         

10.5 Limited Waiver, Consent and Fourth Amendment to Second Amended and         
Restated Credit Agreement dated as of September 29, 1997, by and  
among World Color Press, Inc., the Lenders party to the Second    
Amended and Restated Credit Agreement, as amended, Bankers Trust  
Company, as Administrative Agent, and the Guarantors listed on the
   signature pages thereto, incorporated by reference to Exhibit 10.4 to
  World Color's Quarterly Report on Form 10-Q for the quarterly period
ended September 28, 1997.                                         

10.6 Fifth Amendment to Second Amended and Restated Credit Agreement dated      
   as of June 4, 1998, by and among World Color Press, Inc., the Lenders
party to the Second Amended and Restated Credit Agreement, as     
amended, Bankers Trust Company, as Administrative Agent, and the  
 Guarantors listed on the signature pages, incorporated by reference
  to Exhibit 10.4 to the World Color Quarterly Report on Form 10-Q for
the quarterly period ended June 28, 1998.                         

10.7 Sixth Amendment to Second Amended and Restated Credit Agreement dated      
as of November 11, 1998, by and among World Color Press, Inc., the
   Lenders party to the Second Amended and Restated Credit Agreement, as
amended, Bankers Trust Company, as Administrative Agent,  and the 
 Guarantors listed on the signature pages, incorporated by reference
to Exhibit 10.1 to the World Color Debt S-4.                      

10.8 Seventh Amendment to Second Amended and Restated Credit Agreement dated    
as of November 23, 1998, by and among World Color Press, Inc., the
   Lenders party to the Second Amended and Restated Credit Agreement, as
amended, Bankers Trust Company, as Administrative Agent,  and the 
 Guarantors listed on the signature pages, incorporated by reference
to Exhibit 10.2 to the World Color Debt S-4.                      

10.9 Limited Consent and Eighth Amendment to Second Amended and Restated        
     Credit Agreement dated as of February 3, 1999, by and among World Color
Press, Inc., the Lenders party to the Second Amended and Restated 
    Credit Agreement, as amended, Bankers Trust Company, as Administrative
   Agent, and the Guarantors listed on the signature pages, incorporated
by reference to Exhibit 10.3 to the World Color Debt S-4.         

10.10 Receivables Sale Agreement dated as of June 30, 1997 among World Color    
Finance, Inc., as Seller, ABN AMRO Bank N.V., as the Agent, the   
Liquidity Providers from time to time party to the agreement, ABN 
AMRO Bank N.V., as the Enhancer, and the Windmill Funding         
 Corporation, incorporated by reference to Exhibit 10.4 to the World
Color Quarterly Report on Form 10-Q for the quarterly period ended
June 29, 1997.                                                    

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EXHIBIT NO.                             DESCRIPTION                             

10.11 Receivables Purchase Agreement dated as of June 30, 1997 between World    
Color Press, Inc., and World Color Finance, Inc., incorporated    
 by reference to Exhibit 10.5 to the World Color QuarterlY Report on
Form 10-Q for the quarterly period ended June 29, 1997.           

10.12 Indemnity Agreement dated as of June 30, 1997, made by and between        
World Color Press, Inc. and ABN AMRO Bank N.V., as agent,         
incorporated by reference to Exhibit 10.6 to the World Color      
Quarterly Report on Form 10-Q for the quarterly period ended June 
29, 1997.                                                         

10.13 Form of Unitholders Agreement, incorporated by reference to Exhibit       
10.21 to World Color's Registration Statement on Form S-1 (No.    
33-59490) under the Securities Act of 1933, as amended (the "World
Color Debt S-1").                                                 

10.14 Form of Optionholders Agreement between World Color and the               
Optionholders (as defined therein), incorporated by reference to  
Exhibit 10.23 to the World Color Debt S-1.                        

10.15 Second Amended and Restated Stock Option Plan of World Color Press,       
Inc., incorporated by reference to Exhibit 10.9 to World Color's  
     Annual Report on Form 10-K for the fiscal year ended December 25, 1994.

10.16 The Restricted Stock Plan of World Color Press, incorporated by           
reference to Exhibit 10.2 to the World Color Quarterly Report on  
Form 10-Q for the quarterly period ended June 28, 1998.           

10.17 Form of World Color Press Restricted Stock Agreement, incorporated by     
   reference to Exhibit 10.3 to the World Color Quarterly Report on Form
10-Q for the quarterly period ended June 28, 1998.                

10.18 1998 Stock Option Plan of World Color Press, Inc., incorporated by        
   reference to Exhibit 10.5 to the World Color Quarterly Report on Form
10-Q for the quarterly period ended June 28, 1998.                

10.19 Form of World Color Stock Option Agreement, incorporated by reference     
to Exhibit 10.25 to the World Color Debt S-1.                     

10.20 Letter Agreement, dated as of November 4, 1991, between World Color       
and Marc L. Reisch regarding certain severance arrangements,      
incorporated by reference to Exhibit 10.26 to the World Color Debt
S-1.                                                              

10.21 Letter Agreement, dated as of May 27, 1998, between World Color and       
Jennifer L. Adams regarding certain severance arrangements.       

10.22 Third Amendment to the World Color Press, Inc. Supplemental Executive     
 Retirement Plan,incorporated by reference to Exhibit 10.18 to World
       Color's Annual Report on Form 10-K for the fiscal year ended December 25,
1994.                                                             

10.23 The World Color Press, Inc. Third Amended and Restated Supplemental       
     Retirement Plan as of May 11, 1998 incorporated by reference to Exhibit
     10.1 to the World Color Quarterly Report on Form 10-Q for the quarterly
period ended June 28, 1998.                                       

10.24 Trust under the World Color Press, Inc. Supplemental Retirement Plan,     
       dated as of October 12, 1995, by and between World Color and Harris Trust
      and Savings Bank, incorporated by reference to Exhibit 10.2 to the World
Color Form 10-Q for the quarterly period ended October 1, 1995.   

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EXHIBIT NO.                             DESCRIPTION                             

10.25 The World Color Press, Inc. Second Amended and Restated Supplemental      
Retirement Plan dated June 14, 1995, as amended July 15, 1997,    
    incorporated by reference to Exhibit 10.1 to the World Color Quarterly
    Report on Form 10-Q for the quarterly period ended September 28, 1997.

10.26 Stock Option Agreement dated as of June 12, 1997, incorporated by         
    reference to Exhibit  10.2 to the World Color Quarterly Report on Form
10-Q for the quarterly period ended September 28, 1997.           

10.27 Stock Option Agreement dated as of June 12, 1997, incorporated by         
   reference to Exhibit 10.3 to the World Color Quarterly Report on Form
10-Q for the quarterly period ended September 28, 1997.           

10.28 Form of Amended and Restated 1995 Senior Management Stock Option Plan of  
   World Color Press, Inc., incorporated by reference to Exhibit 10.3 to
    the World Color Quarterly Report on Form 10-Q for the quarterly period
ended June 29, 1997.                                              

10.29 Form of Stock Option Agreement between World Color and certain            
  Optionholders, incorporated by reference to Exhibit 4.7 to the World
Color Registration Statement on Form S-8 (No. 333-47743) under the
Securities Act of 1933, as amended.                               

10.30 Amended and Restated Registration Rights Agreement, dated as of November  
20, 1995, among World Color Press, Inc., KKR Partners II, L.P.,   
 Manufacturing Acquisition Associates, L.P., PACE Equity Associates,
  L.P., KKR Associates, L.P., Merrill Lynch Capital Appreciation PSHP,
No. 1, L.P., Merrill Lynch Offshore LBO Partnership No. 1, Merrill
    Lynch Employees LBO Partnership No. 1, Merrill Lynch Kecalp L.P. 1984,
   Merrill Lynch Kecalp L.P. 1986 and Merrill Lynch L.P. Holdings, Inc.,
       incorporated by reference to Exhibit 10.24 to the World Color Equity S-1.

10.31 Registration Rights Agreement, dated as of November 20, 1995, among World 
  Color Press, Inc., APC Associates, GR Associates and WCP Associates,
       incorporated by reference to Exhibit 10.25 to the World Color Equity S-1.

10.32 Promissory Note dated March 12, 1998, given by James E. Lillie.           

10.33 Promissory Note dated March 12, 1998, given by Robert B. Lewis.           

10.34 Stock Option Agreement dated as of February 26, 1999.                     

10.35 Stock Option Agreement dated as of February 26, 1999.                     

10.36 Stock Option Agreement dated as of February 26, 1999.                     

13.0  Pages 19 - 40 of the 1998 Annual Report to Stockholders (with the         
 exception of the pages incorporated by reference herein, the Annual
Report to Stockholders is not part of this filing).               

21.0  Subsidiaries of World Color.                                              

23.1  Independent Auditors' Consent.                                            

27.1  Financial Data Schedule for the year ended December 27, 1998.             

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(b)  Reports on Form 8-K                                                        

The registrant filed a Current Report on Form 8-K dated February 6, 1998, in    
respect of the appointment of Michael D. Helfand to Executive Vice President,   
Chief Financial Officer.  The items reported in such Current Report were Item 5 
(Other Events) and Item 7 (Text of Press Release dated February 5, 1998).       

The registrant filed a Current Report on Form 8-K dated November 18, 1998, in   
respect to the issuance of $300 million of Senior Subordinated Notes due 2008.  
The items reported in such Current Report were Item 5 (Other Events) and Item 7 
(Text of Press Release dated November 13, 1998).                                

The registrant filed a Current Report on Form 8-K dated December 11, 1998, in   
respect of the appointment of Robert B. Lewis to Executive Vice President,      
Chief Financial Officer.  The items reported in such Current Report were Item 5 
(Other Events) and Item 7 (Text of Press Release dated December 9, 1998).       

The registrant filed a Current Report on Form 8-K dated February 23, 1999, in   
respect to the issuance of $300 million of Senior Subordinated Notes due 2009.  
The items reported in such Current Report were Item 5 (Other Events) and Item 7 
(Text of Press Release dated February 17, 1999).                                

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INDEPENDENT AUDITORS' REPORT                                          

To the Board of Directors and Stockholders                            
of World Color Press, Inc.:                                           

We have audited the consolidated financial statements of World Color  
Press, Inc. and subsidiaries as of December 27, 1998 and December 28, 
1997, and for each of the three years in the period ended December 27,
1998, and have issued our report thereon dated February 3, 1999; such 
consolidated financial statements and report are included in your 1998
Annual Report to Stockholders and are incorporated herein by          
reference.  Our audits also included the financial statement schedule 
of World Color Press, Inc., listed in Item 14. This financial         
statement schedule is the responsibility of the Company's management. 
Our responsibility is to express an opinion based on our audits. In   
our opinion, such financial statement schedule, when considered in    
relation to the basic financial statements taken as a whole, presents 
fairly in all material respects the information set forth therein.    

DELOITTE & TOUCHE LLP                                                 

New York, New York                                                    
February 3, 1999                                                      
(except for the last paragraph of Note 14,                            
as to which the date is February 26, 1999,                          
and except for Note 18, as to which the date is                     
March 9, 1999)                                                      

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SCHEDULE II                                                                     

WORLD COLOR PRESS, INC.                                                         

VALUATION AND QUALIFYING ACCOUNTS                                               
(In Thousands)                                                                  

                                                                [Download Table]


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

                                     Additions                Other             
                            Balance  Charged to             Charges-     Balance
                           Beginning Costs and Deductions- Add (Deduct)  at End 
Classification              Of Year   Expenses   Describe    Describe    of Year
                                                                                
YEAR ENDED DECEMBER 27, 1998                                                    
Allowance for  uncollectible                                                    
  accounts receivable         $9,287   $2,428   $2,545(1)   $1,468(2)    $10,638

YEAR ENDED DECEMBER 28, 1997                                                    
Allowance for  uncollectible                                                    
  accounts receivable         $8,476   $7,193   $8,345(1)   $1,963(2)    $ 9,287

YEAR ENDED DECEMBER 29, 1996                                                    
Allowance for  uncollectible                                                    
  accounts receivable         $6,356   $1,454   $  834(1)   $1,500(2)    $ 8,476


(1) Write-offs of receivables, net of recoveries.                               
(2) Balance of acquired companies at acquisition date.                          

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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.                           

             WORLD COLOR PRESS, INC.
          (Registrant)

Date:  March 26, 1999              By:  /s/ Robert B. Lewis                     
                    --------------------
               Robert B. Lewis
                         Executive Vice President,
                       Chief Financial Officer

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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 indicated on March 26, 1999.                                     

SIGNATURES                                        TITLES                        

/s/  Robert G. Burton                             Chairman of the Board of      
----------------------                            Directors                     
  Robert G. Burton                             and Chief Executive Officer
                                                 (Principal Executive Officer)

/s/  Robert B. Lewis                              Executive Vice President,     
---------------------                             Chief Financial Officer       
Robert B. Lewis                              (Principal Financial     
                                      Officer; Principal
                                       Accounting Officer)

/s/  Gerald S. Armstrong                          Director                      
------------------------                                                        
Gerald S. Armstrong                                                   

                            Director
------------------------                                                        
Patrice M. Daniels                                                    

                            Director
------------------------                                                        
Dr. Mark J. Griffin                                                   

/s/  Alexander Navab, Jr.                         Director                      
-------------------------                                                       
Alexander Navab, Jr.                                                  

/s/  Marc L. Reisch                               Director and President        
-------------------------                                                       
Marc L. Reisch                                                        

/s/  Scott M. Stuart                              Director                      
------------------------                                                        
Scott M. Stuart                                                       

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EXHIBIT INDEX 

EXHIBIT NO.                             DESCRIPTION                             

3.1 Amended and Restated Certificate of Incorporation of World Color Press,     
Inc., incorporated by reference to Exhibit 3.1 to World Color's   
Registration Statement on Form S-1 (No. 33-99676) under the       
Securities Act of 1933, as amended (the "World Color Equity S-1").

3.2 Amended and Restated By-Laws of World Color Press, Inc., incorporated by    
  reference to Exhibit 3.2 to World Color's Annual Report on Form 10-K
for the fiscal year ended December 29, 1996.                      

4.1 Indenture (the "Convert Indenture") between World Color Press, Inc. and     
State Street Bank and Trust Company, as trustee, relating to World
Color's 6% Convertible Senior Subordinated Notes due 2007 (the    
    "Converts"), incorporated by reference to Exhibit 4.1 to World Color's
    Quarterly Report on Form 10-Q for the quarterly period ended September
28, 1997.                                                         

4.2 Specimen of Converts (included in the Convert Indenture, incorporated by    
reference as Exhibit 4.1).                                        

4.3 Indenture between World Color Press, Inc. and The Bank of New York, as      
 trustee, relating to World Color's 8-3/8% Senior Subordinated Notes
 due 2008, incorporated by reference to Exhibit 4.1 to World Color's
Registration Statement on Form S-4 (No. 333-74087) under the      
Securities Act of 1933, as amended (the "World Color Debt S-4").  

4.4 Specimen of World Color's 8-3/8% Senior Subordinated Notes due 2008         
   (included in the Indenture incorporated by reference as Exhibit 4.3).

4.5 Indenture between World Color Press, Inc. and The Bank of New York, as      
     trustee, relating to World Color's 7-3/4% Senior Subordinated Notes due
    2009, incorporated by reference to Exhibit 4.3 to the World Color Debt
S-4.                                                              

4.6 Specimen of World Color's 7-3/4% Senior Subordinated Notes due 2009         
   (included in the Indenture incorporated by reference as Exhibit 4.5).

10.1 Second Amended and Restated Credit Agreement, dated as of June 6, 1996,    
    among World Color Press, Inc. and the lenders and agents party thereto
    (the "Credit Agreement"), incorporated by reference to Exhibit 10.2 to
World Color's Current Report on Form 8-K dated June 21, 1996.     

10.2 First Amendment dated as of June 10, 1996 to the Credit Agreement,         
incorporated by reference to Exhibit 10.3 to World Color's Current
Report on Form 8-K dated June 21, 1996.                           

10.3 Limited Waiver, Consent and Second Amendment to Second Amended and         
Restated Credit Agreement dated as of June 9, 1997, by and among  
  World Color Press, Inc., the Lenders party to the Second Amended and
Restated Credit Agreement, as amended, Bankers Trust Company, as  
Administrative Agent, and the Guarantors listed on the signature  
 pages, incorporated by reference to Exhibit 10.1 to the World Color
   Quarterly Report on Form 10-Q for the quarterly period ended June 29,
1997.                                                             

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EXHIBIT NO.                             DESCRIPTION                             

10.4 Third Amendment to Second Amended and Restated Credit Agreement dated      
as of June 27, 1997, by and among World Color Press, Inc., the    
   Lenders party to the Second Amended and Restated Credit Agreement, as
amended, Bankers Trust Company, as Administrative Agent, and the  
 Guarantors listed on the signature pages, incorporated by reference
  to Exhibit 10.2 to the World Color Quarterly Report on Form 10-Q for
the quarterly period ended June 29, 1997.                         

10.5 Limited Waiver, Consent and Fourth Amendment to Second Amended and         
Restated Credit Agreement dated as of September 29, 1997, by and  
among World Color Press, Inc., the Lenders party to the Second    
Amended and Restated Credit Agreement, as amended, Bankers Trust  
Company, as Administrative Agent, and the Guarantors listed on the
   signature pages thereto, incorporated by reference to Exhibit 10.4 to
  World Color's Quarterly Report on Form 10-Q for the quarterly period
ended September 28, 1997.                                         

10.6 Fifth Amendment to Second Amended and Restated Credit Agreement dated      
   as of June 4, 1998, by and among World Color Press, Inc., the Lenders
party to the Second Amended and Restated Credit Agreement, as     
amended, Bankers Trust Company, as Administrative Agent, and the  
 Guarantors listed on the signature pages, incorporated by reference
  to Exhibit 10.4 to the World Color Quarterly Report on Form 10-Q for
the quarterly period ended June 28, 1998.                         

10.7 Sixth Amendment to Second Amended and Restated Credit Agreement dated      
as of November 11, 1998, by and among World Color Press, Inc., the
   Lenders party to the Second Amended and Restated Credit Agreement, as
amended, Bankers Trust Company, as Administrative Agent,  and the 
 Guarantors listed on the signature pages, incorporated by reference
to Exhibit 10.1 to the World Color Debt S-4.                      

10.8 Seventh Amendment to Second Amended and Restated Credit Agreement dated    
as of November 23, 1998, by and among World Color Press, Inc., the
   Lenders party to the Second Amended and Restated Credit Agreement, as
amended, Bankers Trust Company, as Administrative Agent,  and the 
 Guarantors listed on the signature pages, incorporated by reference
to Exhibit 10.2 to the World Color Debt S-4.                      

10.9 Limited Consent and Eighth Amendment to Second Amended and Restated        
     Credit Agreement dated as of February 3, 1999, by and among World Color
Press, Inc., the Lenders party to the Second Amended and Restated 
    Credit Agreement, as amended, Bankers Trust Company, as Administrative
   Agent, and the Guarantors listed on the signature pages, incorporated
by reference to Exhibit 10.3 to the World Color Debt S-4.         

10.10 Receivables Sale Agreement dated as of June 30, 1997 among World Color    
Finance, Inc., as Seller, ABN AMRO Bank N.V., as the Agent, the   
Liquidity Providers from time to time party to the agreement, ABN 
AMRO Bank N.V., as the Enhancer, and the Windmill Funding         
 Corporation, incorporated by reference to Exhibit 10.4 to the World
Color Quarterly Report on Form 10-Q for the quarterly period ended
June 29, 1997.                                                    

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EXHIBIT NO.                             DESCRIPTION                             

10.11 Receivables Purchase Agreement dated as of June 30, 1997 between World    
Color Press, Inc., and World Color Finance, Inc., incorporated    
 by reference to Exhibit 10.5 to the World Color QuarterlY Report on
Form 10-Q for the quarterly period ended June 29, 1997.           

10.12 Indemnity Agreement dated as of June 30, 1997, made by and between        
World Color Press, Inc. and ABN AMRO Bank N.V., as agent,         
incorporated by reference to Exhibit 10.6 to the World Color      
Quarterly Report on Form 10-Q for the quarterly period ended June 
29, 1997.                                                         

10.13 Form of Unitholders Agreement, incorporated by reference to Exhibit       
10.21 to World Color's Registration Statement on Form S-1 (No.    
33-59490) under the Securities Act of 1933, as amended (the "World
Color Debt S-1").                                                 

10.14 Form of Optionholders Agreement between World Color and the               
Optionholders (as defined therein), incorporated by reference to  
Exhibit 10.23 to the World Color Debt S-1.                        

10.15 Second Amended and Restated Stock Option Plan of World Color Press,       
Inc., incorporated by reference to Exhibit 10.9 to World Color's  
     Annual Report on Form 10-K for the fiscal year ended December 25, 1994.

10.16 The Restricted Stock Plan of World Color Press, incorporated by           
reference to Exhibit 10.2 to the World Color Quarterly Report on  
Form 10-Q for the quarterly period ended June 28, 1998.           

10.17 Form of World Color Press Restricted Stock Agreement, incorporated by     
   reference to Exhibit 10.3 to the World Color Quarterly Report on Form
10-Q for the quarterly period ended June 28, 1998.                

10.18 1998 Stock Option Plan of World Color Press, Inc., incorporated by        
   reference to Exhibit 10.5 to the World Color Quarterly Report on Form
10-Q for the quarterly period ended June 28, 1998.                

10.19 Form of World Color Stock Option Agreement, incorporated by reference     
to Exhibit 10.25 to the World Color Debt S-1.                     

10.20 Letter Agreement, dated as of November 4, 1991, between World Color       
and Marc L. Reisch regarding certain severance arrangements,      
incorporated by reference to Exhibit 10.26 to the World Color Debt
S-1.                                                              

10.21 Letter Agreement, dated as of May 27, 1998, between World Color and       
Jennifer L. Adams regarding certain severance arrangements.       

10.22 Third Amendment to the World Color Press, Inc. Supplemental Executive     
 Retirement Plan,incorporated by reference to Exhibit 10.18 to World
       Color's Annual Report on Form 10-K for the fiscal year ended December 25,
1994.                                                             

10.23 The World Color Press, Inc. Third Amended and Restated Supplemental       
     Retirement Plan as of May 11, 1998 incorporated by reference to Exhibit
     10.1 to the World Color Quarterly Report on Form 10-Q for the quarterly
period ended June 28, 1998.                                       

10.24 Trust under the World Color Press, Inc. Supplemental Retirement Plan,     
       dated as of October 12, 1995, by and between World Color and Harris Trust
      and Savings Bank, incorporated by reference to Exhibit 10.2 to the World
Color Form 10-Q for the quarterly period ended October 1, 1995.   

22  

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EXHIBIT NO.                             DESCRIPTION                             

10.25 The World Color Press, Inc. Second Amended and Restated Supplemental      
Retirement Plan dated June 14, 1995, as amended July 15, 1997,    
    incorporated by reference to Exhibit 10.1 to the World Color Quarterly
    Report on Form 10-Q for the quarterly period ended September 28, 1997.

10.26 Stock Option Agreement dated as of June 12, 1997, incorporated by         
   reference to Exhibit 10.2 to the World Color Quarterly Report on Form
10-Q for the quarterly period ended September 28, 1997.           

10.27 Stock Option Agreement dated as of June 12, 1997, incorporated by         
   reference to Exhibit 10.3 to the World Color Quarterly Report on Form
10-Q for the quarterly period ended September 28, 1997.           

10.28 Form of Amended and Restated 1995 Senior Management Stock Option Plan of  
   World Color Press, Inc., incorporated by reference to Exhibit 10.3 to
    the World Color Quarterly Report on Form 10-Q for the quarterly period
ended June 29, 1997.                                              

10.29 Form of Stock Option Agreement between World Color and certain            
  Optionholders, incorporated by reference to Exhibit 4.7 to the World
Color Registration Statement on Form S-8 (No. 333-47743) under the
Securities Act of 1933, as amended.                               

10.30 Amended and Restated Registration Rights Agreement, dated as of November  
20, 1995, among World Color Press, Inc., KKR Partners II, L.P.,   
 Manufacturing Acquisition Associates, L.P., PACE Equity Associates,
  L.P., KKR Associates, L.P., Merrill Lynch Capital Appreciation PSHP,
No. 1, L.P., Merrill Lynch Offshore LBO Partnership No. 1, Merrill
    Lynch Employees LBO Partnership No. 1, Merrill Lynch Kecalp L.P. 1984,
   Merrill Lynch Kecalp L.P. 1986 and Merrill Lynch L.P. Holdings, Inc.,
       incorporated by reference to Exhibit 10.24 to the World Color Equity S-1.

10.31 Registration Rights Agreement, dated as of November 20, 1995, among World 
  Color Press, Inc., APC Associates, GR Associates and WCP Associates,
       incorporated by reference to Exhibit 10.25 to the World Color Equity S-1.

10.32 Promissory Note dated March 12, 1998, given by James E. Lillie.           

10.33 Promissory Note dated March 12, 1998, given by Robert B. Lewis.           

10.34 Stock Option Agreement dated as of February 26, 1999.                     

10.35 Stock Option Agreement dated as of February 26, 1999.                     

10.36 Stock Option Agreement dated as of February 26, 1999.                     

13.0  Pages 19 - 40 of the 1998 Annual Report to Stockholders (with the         
 exception of the pages incorporated by reference herein, the Annual
Report to Stockholders is not part of this filing).               

21.0  Subsidiaries of World Color.                                              

23.1  Independent Auditors' Consent.                                            

27.1  Financial Data Schedule for the year ended December 27, 1998.             

23  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K405’ Filing		Date		First		Last			Other Filings
Filed on:		3/26/99		1		21			DEF 14A
		3/12/99		1		10
		3/9/99		18
		3/1/99		7
		2/26/99		16		25
		2/23/99		17					8-K
		2/17/99		17					8-K
		2/3/99		14		23
For Period End:		12/27/98		1		25
		12/11/98		17					8-K
		12/9/98		17					8-K
		11/23/98		14		23
		11/18/98		17					8-K
		11/13/98		17					8-K
		11/11/98		14		23
		6/28/98		14		24			10-Q
		6/4/98		14		23
		5/27/98		15		24
		5/11/98		15		24
		3/12/98		16		25
		2/6/98		17					8-K
		2/5/98		17					8-K
		12/28/97		12		19			10-K405
		9/29/97		14		23
		9/28/97		13		25			10-Q
		7/15/97		16		25
		6/30/97		14		24
		6/29/97		13		25			10-Q
		6/27/97		14		23
		6/12/97		16		25
		6/9/97		13		22
		12/29/96		13		22			10-K405
		6/21/96		13		22			8-K
		6/10/96		13		22
		6/6/96		13		22			8-K
		11/20/95		16		25
		10/12/95		15		24
		10/1/95		15		24
		6/14/95		16		25
		12/25/94		15		24
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