As filed with the Securities and Exchange Commission on December 15, 1997.
                                                Registration No. 333-__________



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


   Incorporated             MULTI-COLOR CORPORATION           I.R.S. Employer
  Under the Laws      205 West Fourth Street, Suite 1140     Identification No.
     of Ohio                CINCINNATI, OHIO  45202              31-0982792


                                      1997
                                STOCK OPTION PLAN


                              Gary P. Kreider, Esq.
                       Keating, Muething & Klekamp P.L.L.
                             One East Fourth Street
                             Cincinnati, Ohio 45202
                                 (513) 579-6411
                         (Agent for Service of Process)

                         CALCULATION OF REGISTRATION FEE

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

                                      Proposed         Proposed
                                       Maximum          Maximum
    Title of          Amount          Offering         Aggregate     Amount of
   Securities          To Be            Price          Offering    Registration
To Be Registered   Registered(1)    Per Share(2)       Price(2)       Fee(3)
--------------------------------------------------------------------------------
  Common Stock,       250,000           $6.25     $1,562,500.00       $474.00
  No par value        Shares
--------------------------------------------------------------------------------


(1)     This  Registration  Statement is filed for up to 250,000 shares issuable
        upon the exercise of options  granted  pursuant to the 1997 Stock Option
        Plan.

(2)     Estimated to calculate registration fee.

(3)     Calculated  pursuant to Rule 457(h) based on the average of the high and
        low prices of the Common  Stock on the Nasdaq  Stock  Market on December
        10, 1997 of $6.25 per share.



<PAGE>



                                      - 2 -



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference

        The following documents filed by Multi-Color  Corporation(the "Company")
with the Securities and Exchange Commission are incorporated herein by reference
and made a part hereof:


     1.   The  Company's  Annual  Report on Form 10-K for the Fiscal  Year ended
          March 31, 1997.

     2.   The Company's  Quarterly  Reports on Form 10-Q for the quarters  ended
          June 30 and September 29, 1997.

     3.   The  description  of  the  Company's  Common  Stock  contained  in the
          Registration  Statement  on Form 8-A  filed  with the  Securities  and
          Exchange Commission on August 24, 1987.

        All  reports  and  other  documents  subsequently  filed by the  Company
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, prior to the filing of a post-effective  amendment which indicates that
all Common  Stock  offered has been sold or which  deregisters  all Common Stock
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part  hereof  from the date of filing  such
documents.


Item 4.        Description of Securities

        Not Applicable.


Item 5.        Interests of Named Experts and Counsel

        The legality of the Common Stock offered  hereby will be passed upon for
the Company by Keating,  Muething & Klekamp,  P.L.L.,  1800 Provident Tower, One
East Fourth Street,  Cincinnati,  Ohio 45202.  Attorneys of Keating,  Muething &
Klekamp own 1,000 shares of the Company's Common Stock.




<PAGE>



                                           - 3 -


Item 6.        Indemnification of Directors and Officers

        Ohio Revised Code,  Section  1701.13(E),  allows  indemnification by the
registrant  to  any  person  made  or  threatened  to be  made  a  party  to any
proceedings,  other than a proceeding by or in the right of the  registrant,  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the registrant,  against expenses,  including judgment and fines, if he acted in
good faith and in a manner  reasonably  believed  to be in or not opposed to the
best interests of the registrant and, with respect to criminal actions, in which
he had no  reasonable  cause to believe that his conduct was  unlawful.  Similar
provisions apply to actions brought by or in the right of the registrant, except
that no  indemnification  shall be made in such cases when the person shall have
been adjudged to be liable for negligence or misconduct to the registrant unless
deemed otherwise by the court.  Indemnification is to be made by a majority vote
of a quorum of  disinterested  directors or the written  opinion of  independent
counsel  or by the  shareholders  or by the  court.  The  registrant's  Code  of
Regulations extends such indemnification.


Item 7.        Exemption from Registration Claimed

        Not Applicable.


Item 8.        Exhibits*


  Exhibit 4              Multi-Color Corporation 1997 Stock Option Plan
  Exhibit 5              Opinion of Keating, Muething & Klekamp, P.L.L.
  Exhibit 23.1           Consent of Grant Thornton LLP
  Exhibit 23.2           Consent of Keating, Muething & Klekamp, P.L.L.
                         (contained in Exhibit 5)
  Exhibit 24             Power of Attorney (contained in the signature page)


Item 9.        Undertakings

        9.1 The  undersigned  registrant  hereby  undertakes  to file during any
period in which  offers or sales are being made, a  post-effective  amendment to
this  Registration  Statement:(i) to include any prospectus  required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any



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

    *All Exhibits filed herewith.


<PAGE>



                                           - 4 -


facts or events arising after the effective date of this Registration  Statement
(or the most recent post-effective amendment thereof) which, individu ally or in
the aggregate,  represent a fundamental  change in the  information set forth in
this  Registration  Statement.  Notwithstanding  the foregoing,  any increase or
decrease  in  volume  of  securities  offered  (if the  total  dollar  value  of
securities offered would not exceed that which was registered) and any deviation
from  the  low or  high  end of the  estimated  maximum  offering  range  may be
reflected in the form of prospectus  filed with the Commission  pursuant to Rule
424(b) if, in the aggregate,  the changes in volume and price  represent no more
than a 20%  change  in the  maximum  aggregate  offering  price set forth in the
"Calculation of Registration Fee" table in the effective Registration Statement;
(iii)  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;  provided,
however,  that (i) and (ii) above do not apply if the information required to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic  reports filed with or furnished to the  Commission  by the  registrant
pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934
that are incorporated by reference in the Registration Statement.

        9.2 The undersigned  registrant  hereby undertakes 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 offering thereof.

        9.3  The  undersigned   registrant  hereby  undertakes  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.

        9.4 The undersigned  registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
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.

        9.5  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling


<PAGE>



                                           - 5 -


persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  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
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  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 registrant 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.


<PAGE>



                                           - 6 -


                                   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 Cincinnati, Ohio, on December 15,1997.

                             MULTI-COLOR CORPORATION



                                        By:/S/ John C. Court
                                           ------------------------------------
                                           John C. Court
                                           President, Chief Executive Officer

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated. Each person whose signature appears below
marked with an asterisk  hereby  authorizes John C. Court or Burton D. Morgan or
John D. Littlehale as attorney-in-fact to sign on his behalf individually and in
each  capacity  indicated  below,  any  amendments,   including   post-effective
amendments, to this Registration Statement.


   Signature                       Capacity                        Date
   ---------                       --------                        ----

*/S/ John C. Court
-----------------------       President,                      December 15, 1997
 John C. Court                Chief Executive
                              Officer and Director
*/S/ Burton D. Morgan
-----------------------       Chairman of the                 December 15, 1997
 Burton D. Morgan             Board of Directors

*/S/John D. Littlehale
-----------------------       Vice President of               December 15, 1997
 John D. Littlehale           Manufacturing and
                              Director
*/S/Lorrence T. Kellar
------------------------      Director                        December 15, 1997
 Lorrence T. Kellar

*/S/David H. Pease,Jr.
----------------------        Director                        December 15, 1997
 David H. Pease, Jr.

*/S/ Louis M. Perlman
----------------------        Director                        December 15, 1997
 Louis M. Perlman

*/S/ Gordon Bonfield
----------------------        Director                        December 15, 1997
 Gordon Bonfield
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR 1997 STOCK OPTION PLAN", "secsgml_size_bytes": 13032}]
{"company-data": {"conformed-name": "MULTI COLOR CORP", "cik": "0000819220", "assigned-sic": "2750", "irs-number": "311125853", "state-of-incorporation": "OH", "fiscal-year-end": "0330"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42487", "film-number": "97739813"}, "business-address": {"street1": "4575 EASTERN AVE", "city": "CINCINNATI", "state": "OH", "zip": "45226", "phone": "5133215381"}, "mail-address": {"street1": "4575 EASTERN AVE", "street2": "4575 EASTERN AVE", "city": "CINCINNATI", "state": "OH", "zip": "45226"}, "former-company": {"former-conformed-name": "MULTI COLOR CO", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on December 15, 1997.
                                                Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

   Incorporated             MULTI-COLOR CORPORATION           I.R.S. Employer
  Under the Laws      205 West Fourth Street, Suite 1140     Identification No.
     of Ohio                CINCINNATI, OHIO  45202              31-0982792

                                      1997
                                STOCK OPTION PLAN

                              Gary P. Kreider, Esq.
                       Keating, Muething & Klekamp P.L.L.
                             One East Fourth Street
                             Cincinnati, Ohio 45202
                                 (513) 579-6411
                         (Agent for Service of Process)

                         CALCULATION OF REGISTRATION FEE

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

                                      Proposed         Proposed
                                       Maximum          Maximum
    Title of          Amount          Offering         Aggregate     Amount of
   Securities          To Be            Price          Offering    Registration
To Be Registered   Registered(1)    Per Share(2)       Price(2)       Fee(3)
--------------------------------------------------------------------------------
  Common Stock,       250,000           $6.25     $1,562,500.00       $474.00
  No par value        Shares
--------------------------------------------------------------------------------

(1)     This  Registration  Statement is filed for up to 250,000 shares issuable
        upon the exercise of options  granted  pursuant to the 1997 Stock Option
        Plan.

(2)     Estimated to calculate registration fee.

(3)     Calculated  pursuant to Rule 457(h) based on the average of the high and
        low prices of the Common  Stock on the Nasdaq  Stock  Market on December
        10, 1997 of $6.25 per share.
- 2 -

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference

        The following documents filed by Multi-Color  Corporation(the "Company")
with the Securities and Exchange Commission are incorporated herein by reference
and made a part hereof:

     1.   The  Company's  Annual  Report on Form 10-K for the Fiscal  Year ended
          March 31, 1997.

     2.   The Company's  Quarterly  Reports on Form 10-Q for the quarters  ended
          June 30 and September 29, 1997.

     3.   The  description  of  the  Company's  Common  Stock  contained  in the
          Registration  Statement  on Form 8-A  filed  with the  Securities  and
          Exchange Commission on August 24, 1987.

        All  reports  and  other  documents  subsequently  filed by the  Company
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, prior to the filing of a post-effective  amendment which indicates that
all Common  Stock  offered has been sold or which  deregisters  all Common Stock
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part  hereof  from the date of filing  such
documents.

Item 4.        Description of Securities

        Not Applicable.

Item 5.        Interests of Named Experts and Counsel

        The legality of the Common Stock offered  hereby will be passed upon for
the Company by Keating,  Muething & Klekamp,  P.L.L.,  1800 Provident Tower, One
East Fourth Street,  Cincinnati,  Ohio 45202.  Attorneys of Keating,  Muething &
Klekamp own 1,000 shares of the Company's Common Stock.
- 3 -

Item 6.        Indemnification of Directors and Officers

        Ohio Revised Code,  Section  1701.13(E),  allows  indemnification by the
registrant  to  any  person  made  or  threatened  to be  made  a  party  to any
proceedings,  other than a proceeding by or in the right of the  registrant,  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the registrant,  against expenses,  including judgment and fines, if he acted in
good faith and in a manner  reasonably  believed  to be in or not opposed to the
best interests of the registrant and, with respect to criminal actions, in which
he had no  reasonable  cause to believe that his conduct was  unlawful.  Similar
provisions apply to actions brought by or in the right of the registrant, except
that no  indemnification  shall be made in such cases when the person shall have
been adjudged to be liable for negligence or misconduct to the registrant unless
deemed otherwise by the court.  Indemnification is to be made by a majority vote
of a quorum of  disinterested  directors or the written  opinion of  independent
counsel  or by the  shareholders  or by the  court.  The  registrant's  Code  of
Regulations extends such indemnification.

Item 7.        Exemption from Registration Claimed

        Not Applicable.

Item 8.        Exhibits*

  Exhibit 4              Multi-Color Corporation 1997 Stock Option Plan
  Exhibit 5              Opinion of Keating, Muething & Klekamp, P.L.L.
  Exhibit 23.1           Consent of Grant Thornton LLP
  Exhibit 23.2           Consent of Keating, Muething & Klekamp, P.L.L.
                         (contained in Exhibit 5)
  Exhibit 24             Power of Attorney (contained in the signature page)

Item 9.        Undertakings

        9.1 The  undersigned  registrant  hereby  undertakes  to file during any
period in which  offers or sales are being made, a  post-effective  amendment to
this  Registration  Statement:(i) to include any prospectus  required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any

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

    *All Exhibits filed herewith.
- 4 -

facts or events arising after the effective date of this Registration  Statement
(or the most recent post-effective amendment thereof) which, individu ally or in
the aggregate,  represent a fundamental  change in the  information set forth in
this  Registration  Statement.  Notwithstanding  the foregoing,  any increase or
decrease  in  volume  of  securities  offered  (if the  total  dollar  value  of
securities offered would not exceed that which was registered) and any deviation
from  the  low or  high  end of the  estimated  maximum  offering  range  may be
reflected in the form of prospectus  filed with the Commission  pursuant to Rule
424(b) if, in the aggregate,  the changes in volume and price  represent no more
than a 20%  change  in the  maximum  aggregate  offering  price set forth in the
"Calculation of Registration Fee" table in the effective Registration Statement;
(iii)  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;  provided,
however,  that (i) and (ii) above do not apply if the information required to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic  reports filed with or furnished to the  Commission  by the  registrant
pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934
that are incorporated by reference in the Registration Statement.

        9.2 The undersigned  registrant  hereby undertakes 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 offering thereof.

        9.3  The  undersigned   registrant  hereby  undertakes  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.

        9.4 The undersigned  registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
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.

        9.5  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
- 5 -

persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  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
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  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 registrant 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.
- 6 -

                                   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 Cincinnati, Ohio, on December 15,1997.

                             MULTI-COLOR CORPORATION

                                        By:/S/ John C. Court
                                           ------------------------------------
                                           John C. Court
                                           President, Chief Executive Officer

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated. Each person whose signature appears below
marked with an asterisk  hereby  authorizes John C. Court or Burton D. Morgan or
John D. Littlehale as attorney-in-fact to sign on his behalf individually and in
each  capacity  indicated  below,  any  amendments,   including   post-effective
amendments, to this Registration Statement.

   Signature                       Capacity                        Date
   ---------                       --------                        ----

*/S/ John C. Court
-----------------------       President,                      December 15, 1997
 John C. Court                Chief Executive
                              Officer and Director
*/S/ Burton D. Morgan
-----------------------       Chairman of the                 December 15, 1997
 Burton D. Morgan             Board of Directors

*/S/John D. Littlehale
-----------------------       Vice President of               December 15, 1997
 John D. Littlehale           Manufacturing and
                              Director
*/S/Lorrence T. Kellar
------------------------      Director                        December 15, 1997
 Lorrence T. Kellar

*/S/David H. Pease,Jr.
----------------------        Director                        December 15, 1997
 David H. Pease, Jr.

*/S/ Louis M. Perlman
----------------------        Director                        December 15, 1997
 Louis M. Perlman

*/S/ Gordon Bonfield
----------------------        Director                        December 15, 1997
 Gordon Bonfield