<PAGE>

     As filed with the Securities and Exchange Commission on March 27, 2003

                                                     Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          VALASSIS COMMUNICATIONS, INC.
               (Exact name of Issuer as specified in its charter)

            Delaware                                              38-2760940
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                              19975 Victor Parkway
                             Livonia, Michigan 48152
               (Address of Principal Executive Offices, Zip Code)

           VALASSIS COMMUNICATIONS, INC. 2002 LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)

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

        Barry P. Hoffman, Esq.                     Telephone number,
     Valassis Communications, Inc.                including area code,
         19975 Victor Parkway                    of Agent for Service:
        Livonia, Michigan 48152                     (734) 591-3000
(Name and Address of Agent for Service)


                                   Copies to:
                                Mark Thoman, Esq.
                             McDermott, Will & Emery
                              50 Rockefeller Plaza
                            New York, New York 10020
                                 (212) 547-5400


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

====================================================================================================================================
<S>                              <C>                       <C>                     <C>                            <C>

                                                           Proposed maximum
 Title of securities to be         Amount to be            offering price per          Proposed maximum               Amount of
        registered                registered (1)                share(2)           aggregate offering price       registration fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value          3,500,000 shares                 $25.715             $90,002,500                      $7,281.20
$0.01 share
====================================================================================================================================
</TABLE>

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

(1)  An undetermined number of additional shares may be issued if the
     anti-dilution adjustment provisions of the plan become operative.


(2)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(c) and (h) under the Securities Act of 1933 on the
     basis of the average of the high and low prices of the Common Stock for New
     York Stock Exchange Composite Transactions on March 24, 2003, as reported
     in The Wall Street Journal.



<PAGE>


                              EXPLANATORY STATEMENT

     This Registration Statement is being filed to register 3,500,000 shares of
common stock, par value $.01 per share, of Valassis Communications, Inc. for
issuance pursuant to the Valassis Communications, Inc. 2002 Long-Term Incentive
Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents of the Company, each as filed with the Securities
and Exchange Commission, are incorporated as of their respective dates in this
Registration Statement by reference:

          .    Annual Report on Form 10-K for the fiscal year ended December 31,
               2002.

          .    All other reports filed pursuant to Section 13(a) or 15(d) of the
               Securities Exchange Act of 1934 since December 31, 2001.

          .    The description of Common Stock contained in the Registration
               Statements of the Company filed under Section 12 of the
               Securities and Exchange Act of 1934.

          .    Any amendment or report filed to update such description.

     Annual Reports on Form 10-K subsequently filed by the Company pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, and all reports
and other documents subsequently filed pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, will be deemed to be incorporated by reference in
this Registration Statement and to be a part of this Registration Statement from
the respective date of filing of each of those documents until the filing of a
post-effective amendment to this Registration Statement which indicates either
that all securities offered by this Registration Statement have been sold or
which deregisters all of the securities under this Registration Statement then
remaining unsold. Any statement contained in this Registration Statement or in a
document incorporated or deemed to be incorporated by reference in this
Registration Statement will be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which also is
or is deemed to be incorporated by reference in this Registration Statement
modifies or supersedes that statement. Any statement so modified or superseded
will not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interest of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") permits a Delaware corporation to indemnify any persons who were
or are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer or director
of such corporation, or is or was serving at the request of

<PAGE>

such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such officer or director acted in good faith and in a
manner he/she reasonably believed to be in, or not opposed to, the corporation's
best interests, and, for criminal proceedings, had no reasonable cause to
believe his/her conduct was unlawful. A Delaware corporation may indemnify
officers and directors in an action by or in the right of the corporation under
the same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him/her against the expenses which such officer or director actually
and reasonably incurred.

     In accordance with the Delaware Law, the Restated Certificate of
Incorporation of the Company contains a provision to limit the personal
liability of the directors for violations of their fiduciary duty. This
provision eliminates each director's liability to the Company or its respective
stockholders for monetary damages except (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware Law or any amendment thereto or
successor provision thereto, or (iv) for any transaction from which a director
derived an improper personal benefit. The effect of this provision is to
eliminate the personal liability of directors for monetary damages for actions
involving a breach of their fiduciary duty of care, including any such actions
involving gross negligence.

     The Company's Restated Certificate of Incorporation and the Amended and
Restated By-Laws provide for indemnification to its directors and such of its
officers, employees and agents as the Board of Directors may determine, from
time to time, to the fullest extent permitted by Section 145 of the Delaware
Law.

     The Company has obtained directors and officers liability insurance
coverage. The policy insures directors and officers of the Company against
losses arising from claims made against such directors or officers by reason of
certain wrongful acts (as defined), such as errors, misstatements, misleading
statements, acts, omissions, negligence or breaches of duty, but does not insure
such persons against losses arising from claims made against such directors or
officers for the return of certain unauthorized remunerations, for violations of
Section 16(b) of the Securities Exchange Act of 1934, as amended, and for
violations of similar laws and certain other matters.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

Exhibit No.   Description
-----------   -----------

3.1           Restated Certificate of Incorporation of Valassis Communications,
              Inc. (incorporated by reference to Exhibit 3.1 to the Company's
              Registration Statement No. 33-45189)

3.2           Amended and Restated By-laws of Valassis Communications, Inc.
              (incorporated by reference to Exhibit 3(ii) to the Company's Form
              10-Q for the period ended March 31, 1999)



                                       -2-

<PAGE>

4.1          Certificate of Designation of Preferred Stock of Valassis
             Communications, Inc. filed with the Office of the Secretary of
             State of Delaware on September 21, 1999, Authentication No. 9983607
             (incorporated by reference to Exhibit (4) to the Company's
             Form 8-K filed on September 23, 1999)

5.1          Opinion (including consent) of McDermott, Will & Emery as to the
             legality of the securities being offered

23.1         Consent of Deloitte & Touche LLP

23.2         Consent of McDermott, Will & Emery (included in Exhibit 5.1)

24.1         Power of Attorney (included on signature page)

Item 9. Undertakings.

        The Company undertakes:

               .    to file, during any period in which offers or sales are
                    being made, a post-effective amendment to this Registration
                    Statement:

                 --  to include any prospectus required by Section 10(a)(3)
                     of the Securities Act of 1933;

                 --  to reflect in the prospectus any facts or events
                     arising after the effective date of the Registration
                     Statement (or the most recent post-effective amendment
                     thereof) which, individually or in the aggregate,
                     represent a fundamental change in the information set
                     forth in the Registration Statement; and

                 --  to include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     Registration Statement or any material change to such
                     information in the Registration Statement;

               .    that, for the purpose of determining any liability under the
                    Securities Act of 1933, each such post-effective amendment
                    shall be deemed to be a new registration statement relating
                    to the securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial
                    bona fide offer thereof;

               .    to remove from registration by means of a post-effective
                    amendment any of the securities being registered which
                    remain unsold at the termination of the offering;

               .    that, for the purpose of determining any liability under the
                    Securities Act of 1933, each filing of the Company's annual
                    report pursuant to Section 13(a) or Section 15(d) of the
                    Securities Exchange Act of 1934 that is incorporated by
                    reference in this Registration Statement shall be deemed to
                    be a new registration statement relating to the securities
                    offered therein, and the offering of such securities at that
                    time shall be deemed to be the initial bona fide offering
                    thereof; and

                                      -3-

<PAGE>

              .  insofar as indemnification for liabilities arising under the
                 Securities Act of 1933 may be permitted to directors,
                 officers and controlling persons of the Company pursuant to
                 the foregoing provisions, or otherwise, the Company has been
                 advised that in the opinion of the Securities and Exchange
                 Commission such indemnification is against public policy as
                 expressed in the Act and is, therefore, unenforceable. In
                 the event that a claim for indemnification against such
                 liabilities, other than the payment by the Company of
                 expenses incurred or paid by a director, officer or
                 controlling person of the Company in the successful defense
                 of any action, suit or proceeding, is asserted by such
                 director, officer or controlling person in connection with
                 the securities being registered, the Company will, unless in
                 the opinion of its counsel the matter has been settled by
                 controlling precedent, submit to a court of appropriate
                 jurisdiction the question whether such indemnification by it
                 is against public policy as expressed in the Act and will be
                 governed by the final adjudication of such issue.



                                      -4-

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Livonia, State of Michigan, on the 27th day of March,
2003.

                                                   VALASSIS COMMUNICATIONS, INC.


                                              By: /s/Alan F. Schultz
                                                 -------------------------------
                                                 Alan F. Schultz
                                                 President and
                                                 Chief Executive Officer


                                POWER OF ATTORNEY

     Each person whose individual signature appears below hereby authorizes Alan
F. Schultz, Robert L. Recchia and Barry P. Hoffman, and each of them, with full
power of substitution and full power to act without the other, his or her true
and lawful attorney-in-fact and agent in his or her name, place and stead, to
execute in the name and on behalf of such person, individually and in each
capacity stated below, and to file any and all post-effective amendments.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the dates indicated.

SIGNATURE                                TITLE                DATED

/s/ Alan F. Schultz             Chairman of the Board of      March 27, 2003
-------------------------    Directors, President and Chief
Alan F. Schultz               Executive Officer (Principal
                                   Executive Officer)

/s/ Patrick F. Brennan                  Director              March 27, 2003
-------------------------
Patrick F. Brennan

/s/ Kenneth V. Darish                   Director              March 27, 2003
-------------------------
Kenneth V. Darish

                                        Director              March 27, 2003
-------------------------
Seth Goldstein

                                        Director              March 27, 2003
-------------------------
Barry P. Hoffman

                                        Director              March 27, 2003
-------------------------
Walter H. Ku

/s/ Robert L. Recchia         Chief Financial Officer and
-------------------------  Director (Principal Financial and
Robert L. Recchia                Accounting Officer)          March 27, 2003

/s/ Marcella A. Sampson                 Director              March 27, 2003
-------------------------
Marcella A. Sampson

/s/ Faith Whittlesey                   Director               March 27, 2003
-------------------------
Faith Whittlesey



                                      -5-

<PAGE>

Exhibit No.   Description                                               Page No.
-----------   -----------                                               --------

3.1           Restated Certificate of Incorporation of Valassis
              Communications, Inc. (incorporated by reference to
              Exhibit 3.1 to the Company's Registration Statement
              No. 33-45189)

3.2           Amended and Restated By-laws of Valassis Communications,
              Inc. (incorporated by reference to Exhibit 3(ii) to the
              Company's Form 10-Q for the period ended March 31, 1999)

4.1           Certificate of Designation of Preferred Stock of Valassis
              Communications, Inc. filed with the Office of the
              Secretary of State of Delaware on September 21, 1999,
              Authentication No. 9983607 (incorporated by reference to
              Exhibit (4) to the company's Form 8-K filed on
              September 23, 1999)

5.1           Opinion (including consent) of McDermott, Will & Emery
              as to the legality of the securities being offered

23.1          Consent of Deloitte & Touche LLP

23.2          Consent of McDermott, Will & Emery (included in
              Exhibit 5.1)

24.1          Power of Attorney (included on signature page)


                                       -6-
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19454}]
{"company-data": {"conformed-name": "VALASSIS COMMUNICATIONS INC", "cik": "0000883293", "assigned-sic": "7310", "irs-number": "382760940", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104072", "film-number": "03621315"}, "business-address": {"street1": "19975 VICTOR PARKWAY", "city": "LIVONIA", "state": "MI", "zip": "48152", "phone": "3135913000"}, "mail-address": {"street1": "19975 VICTOR PARKWAY", "city": "LIVONIA", "state": "MI", "zip": "48152"}}
As filed with the Securities and Exchange Commission on March 27, 2003

                                                     Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          VALASSIS COMMUNICATIONS, INC.
               (Exact name of Issuer as specified in its charter)

            Delaware                                              38-2760940
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                              19975 Victor Parkway
                             Livonia, Michigan 48152
               (Address of Principal Executive Offices, Zip Code)

           VALASSIS COMMUNICATIONS, INC. 2002 LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)

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

        Barry P. Hoffman, Esq.                     Telephone number,
     Valassis Communications, Inc.                including area code,
         19975 Victor Parkway                    of Agent for Service:
        Livonia, Michigan 48152                     (734) 591-3000
(Name and Address of Agent for Service)

                                   Copies to:
                                Mark Thoman, Esq.
                             McDermott, Will & Emery
                              50 Rockefeller Plaza
                            New York, New York 10020
                                 (212) 547-5400

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed maximum
 Title of securities to be         Amount to be            offering price per          Proposed maximum               Amount of
        registered                registered (1)                share(2)           aggregate offering price       registration fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value          3,500,000 shares                 $25.715             $90,002,500                      $7,281.20
$0.01 share
====================================================================================================================================
--------------------

(1)  An undetermined number of additional shares may be issued if the
     anti-dilution adjustment provisions of the plan become operative.

(2)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(c) and (h) under the Securities Act of 1933 on the
     basis of the average of the high and low prices of the Common Stock for New
     York Stock Exchange Composite Transactions on March 24, 2003, as reported
     in The Wall Street Journal.
EXPLANATORY STATEMENT

     This Registration Statement is being filed to register 3,500,000 shares of
common stock, par value $.01 per share, of Valassis Communications, Inc. for
issuance pursuant to the Valassis Communications, Inc. 2002 Long-Term Incentive
Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents of the Company, each as filed with the Securities
and Exchange Commission, are incorporated as of their respective dates in this
Registration Statement by reference:

          .    Annual Report on Form 10-K for the fiscal year ended December 31,
               2002.

          .    All other reports filed pursuant to Section 13(a) or 15(d) of the
               Securities Exchange Act of 1934 since December 31, 2001.

          .    The description of Common Stock contained in the Registration
               Statements of the Company filed under Section 12 of the
               Securities and Exchange Act of 1934.

          .    Any amendment or report filed to update such description.

     Annual Reports on Form 10-K subsequently filed by the Company pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, and all reports
and other documents subsequently filed pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, will be deemed to be incorporated by reference in
this Registration Statement and to be a part of this Registration Statement from
the respective date of filing of each of those documents until the filing of a
post-effective amendment to this Registration Statement which indicates either
that all securities offered by this Registration Statement have been sold or
which deregisters all of the securities under this Registration Statement then
remaining unsold. Any statement contained in this Registration Statement or in a
document incorporated or deemed to be incorporated by reference in this
Registration Statement will be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which also is
or is deemed to be incorporated by reference in this Registration Statement
modifies or supersedes that statement. Any statement so modified or superseded
will not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interest of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") permits a Delaware corporation to indemnify any persons who were
or are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person was an officer or director
of such corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such officer or director acted in good faith and in a
manner he/she reasonably believed to be in, or not opposed to, the corporation's
best interests, and, for criminal proceedings, had no reasonable cause to
believe his/her conduct was unlawful. A Delaware corporation may indemnify
officers and directors in an action by or in the right of the corporation under
the same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him/her against the expenses which such officer or director actually
and reasonably incurred.

     In accordance with the Delaware Law, the Restated Certificate of
Incorporation of the Company contains a provision to limit the personal
liability of the directors for violations of their fiduciary duty. This
provision eliminates each director's liability to the Company or its respective
stockholders for monetary damages except (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware Law or any amendment thereto or
successor provision thereto, or (iv) for any transaction from which a director
derived an improper personal benefit. The effect of this provision is to
eliminate the personal liability of directors for monetary damages for actions
involving a breach of their fiduciary duty of care, including any such actions
involving gross negligence.

     The Company's Restated Certificate of Incorporation and the Amended and
Restated By-Laws provide for indemnification to its directors and such of its
officers, employees and agents as the Board of Directors may determine, from
time to time, to the fullest extent permitted by Section 145 of the Delaware
Law.

     The Company has obtained directors and officers liability insurance
coverage. The policy insures directors and officers of the Company against
losses arising from claims made against such directors or officers by reason of
certain wrongful acts (as defined), such as errors, misstatements, misleading
statements, acts, omissions, negligence or breaches of duty, but does not insure
such persons against losses arising from claims made against such directors or
officers for the return of certain unauthorized remunerations, for violations of
Section 16(b) of the Securities Exchange Act of 1934, as amended, and for
violations of similar laws and certain other matters.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

Exhibit No.   Description
-----------   -----------

3.1           Restated Certificate of Incorporation of Valassis Communications,
              Inc. (incorporated by reference to Exhibit 3.1 to the Company's
              Registration Statement No. 33-45189)

3.2           Amended and Restated By-laws of Valassis Communications, Inc.
              (incorporated by reference to Exhibit 3(ii) to the Company's Form
              10-Q for the period ended March 31, 1999)

                                       -2-
4.1          Certificate of Designation of Preferred Stock of Valassis
             Communications, Inc. filed with the Office of the Secretary of
             State of Delaware on September 21, 1999, Authentication No. 9983607
             (incorporated by reference to Exhibit (4) to the Company's
             Form 8-K filed on September 23, 1999)

5.1          Opinion (including consent) of McDermott, Will & Emery as to the
             legality of the securities being offered

23.1         Consent of Deloitte & Touche LLP

23.2         Consent of McDermott, Will & Emery (included in Exhibit 5.1)

24.1         Power of Attorney (included on signature page)

Item 9. Undertakings.

        The Company undertakes:

               .    to file, during any period in which offers or sales are
                    being made, a post-effective amendment to this Registration
                    Statement:

                 --  to include any prospectus required by Section 10(a)(3)
                     of the Securities Act of 1933;

                 --  to reflect in the prospectus any facts or events
                     arising after the effective date of the Registration
                     Statement (or the most recent post-effective amendment
                     thereof) which, individually or in the aggregate,
                     represent a fundamental change in the information set
                     forth in the Registration Statement; and

                 --  to include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     Registration Statement or any material change to such
                     information in the Registration Statement;

               .    that, for the purpose of determining any liability under the
                    Securities Act of 1933, each such post-effective amendment
                    shall be deemed to be a new registration statement relating
                    to the securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial
                    bona fide offer thereof;

               .    to remove from registration by means of a post-effective
                    amendment any of the securities being registered which
                    remain unsold at the termination of the offering;

               .    that, for the purpose of determining any liability under the
                    Securities Act of 1933, each filing of the Company's annual
                    report pursuant to Section 13(a) or Section 15(d) of the
                    Securities Exchange Act of 1934 that is incorporated by
                    reference in this Registration Statement shall be deemed to
                    be a new registration statement relating to the securities
                    offered therein, and the offering of such securities at that
                    time shall be deemed to be the initial bona fide offering
                    thereof; and

                                      -3-
.  insofar as indemnification for liabilities arising under the
                 Securities Act of 1933 may be permitted to directors,
                 officers and controlling persons of the Company pursuant to
                 the foregoing provisions, or otherwise, the Company has been
                 advised that in the opinion of the Securities and Exchange
                 Commission such indemnification is against public policy as
                 expressed in the Act and is, therefore, unenforceable. In
                 the event that a claim for indemnification against such
                 liabilities, other than the payment by the Company of
                 expenses incurred or paid by a director, officer or
                 controlling person of the Company in the successful defense
                 of any action, suit or proceeding, is asserted by such
                 director, officer or controlling person in connection with
                 the securities being registered, the Company will, unless in
                 the opinion of its counsel the matter has been settled by
                 controlling precedent, submit to a court of appropriate
                 jurisdiction the question whether such indemnification by it
                 is against public policy as expressed in the Act and will be
                 governed by the final adjudication of such issue.

                                      -4-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Livonia, State of Michigan, on the 27th day of March,
2003.

                                                   VALASSIS COMMUNICATIONS, INC.

                                              By: /s/Alan F. Schultz
                                                 -------------------------------
                                                 Alan F. Schultz
                                                 President and
                                                 Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose individual signature appears below hereby authorizes Alan
F. Schultz, Robert L. Recchia and Barry P. Hoffman, and each of them, with full
power of substitution and full power to act without the other, his or her true
and lawful attorney-in-fact and agent in his or her name, place and stead, to
execute in the name and on behalf of such person, individually and in each
capacity stated below, and to file any and all post-effective amendments.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the dates indicated.

SIGNATURE                                TITLE                DATED

/s/ Alan F. Schultz             Chairman of the Board of      March 27, 2003
-------------------------    Directors, President and Chief
Alan F. Schultz               Executive Officer (Principal
                                   Executive Officer)

/s/ Patrick F. Brennan                  Director              March 27, 2003
-------------------------
Patrick F. Brennan

/s/ Kenneth V. Darish                   Director              March 27, 2003
-------------------------
Kenneth V. Darish

                                        Director              March 27, 2003
-------------------------
Seth Goldstein

                                        Director              March 27, 2003
-------------------------
Barry P. Hoffman

                                        Director              March 27, 2003
-------------------------
Walter H. Ku

/s/ Robert L. Recchia         Chief Financial Officer and
-------------------------  Director (Principal Financial and
Robert L. Recchia                Accounting Officer)          March 27, 2003

/s/ Marcella A. Sampson                 Director              March 27, 2003
-------------------------
Marcella A. Sampson

/s/ Faith Whittlesey                   Director               March 27, 2003
-------------------------
Faith Whittlesey

                                      -5-
Exhibit No.   Description                                               Page No.
-----------   -----------                                               --------

3.1           Restated Certificate of Incorporation of Valassis
              Communications, Inc. (incorporated by reference to
              Exhibit 3.1 to the Company's Registration Statement
              No. 33-45189)

3.2           Amended and Restated By-laws of Valassis Communications,
              Inc. (incorporated by reference to Exhibit 3(ii) to the
              Company's Form 10-Q for the period ended March 31, 1999)

4.1           Certificate of Designation of Preferred Stock of Valassis
              Communications, Inc. filed with the Office of the
              Secretary of State of Delaware on September 21, 1999,
              Authentication No. 9983607 (incorporated by reference to
              Exhibit (4) to the company's Form 8-K filed on
              September 23, 1999)

5.1           Opinion (including consent) of McDermott, Will & Emery
              as to the legality of the securities being offered

23.1          Consent of Deloitte & Touche LLP

23.2          Consent of McDermott, Will & Emery (included in
              Exhibit 5.1)

24.1          Power of Attorney (included on signature page)

                                       -6-