Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                Banta Corporation
             (Exact name of registrant as specified in its charter)

                 Wisconsin                                  39-0148550
         (State or other jurisdiction                     (I.R.S. Employer
       of incorporation or organization)                  Identification No.)

                225 Main Street
              Menasha, Wisconsin                                54952
   (Address of principal executive offices)                   (Zip Code)

            Banta Corporation 1995 Equity Incentive Plan, as amended
                            (Full title of the plan)

             Ronald D. Kneezel
              Vice President,                                 Copy to:
       General Counsel and Secretary
             Banta Corporation                             Jay O. Rothman
              225 Main Street                              Foley & Lardner
         Menasha, Wisconsin 54952                     777 East Wisconsin Avenue
              (920) 751-7777                          Milwaukee, Wisconsin 53202
(Name, address and telephone number, including area         (414) 271-2400
           code, of agent for service)

                         ------------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                  Proposed          Proposed
    Title of        Amount         Maximum           Maximum         Amount of
Securities to be     to be     Offering Price   Aggregate Offering  Registration
   Registered     Registered      Per Share          Price             Fee
--------------------------------------------------------------------------------
Common Stock,      1,000,000     $18.969(1)       $18,969,000(1)     $5,008
$.10 par value      shares

Common Stock       1,000,000         (2)               (2)            (2)
Purchase Rights     rights
--------------------------------------------------------------------------------

(1)  Estimated  pursuant to Rule 457(c) and (h) under the Securities Act of 1933
     solely for the purpose of  calculating  the  registration  fee based on the
     average of the high and low prices for Banta  Corporation  Common  Stock as
     reported on the New York Stock Exchange on April 20, 2000.
(2)  The value  attributable to the Common Stock Purchase Rights is reflected in
     the market price of the Common Stock to which the Rights are attached.

     Pursuant to Rule 429 under the  Securities  Act of 1933,  as  amended,  the
     Prospectus  referred  to herein also  relates to the Form S-8  Registration
     Statement (Registration No. 33-61683).

<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange  Commission (the
"Commission") as part of this Form S-8 Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

          The following  documents  filed by Banta  Corporation  (the "Company")
with the Commission are hereby incorporated herein by reference:

          1. The Company's Annual Report on Form 10-K for the year ended January
1, 2000, which includes  certified  financial  statements as of and for the year
ended January 1, 2000.

          2. The  description of the Company's  Common Stock contained in Item 1
of the Company's  Registration  Statement on Form 8-A,  dated November 20, 1998,
and any amendment or report filed for the purpose of updating such description.

          3. The  description  of the  Company's  Common Stock  Purchase  Rights
contained in Item 1 of the Company's  Registration  Statement on Form 8-A, dated
November 20, 1998, and any amendment or report filed for the purpose of updating
such description.

          All documents  subsequently  filed by the Company pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as amended,
after the date of filing of this  Registration  Statement and prior to such time
as the Company files a post-effective  amendment to this Registration  Statement
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  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 of such documents.

Item 4.   Description of Securities.
          -------------------------

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

          The validity of the securities  being offered hereby will be passed on
for the Company by Foley & Lardner, Milwaukee,  Wisconsin.  Bernard S. Kubale, a
retired partner in the firm of Foley & Lardner, is a director of the Company. As
of March 3, 2000, Foley & Lardner  attorneys who participated in the preparation
of this Registration Statement,  including Mr. Kubale,


                                      -2-
<PAGE>

beneficially  owned 14,115 shares of the Company's Common Stock and accompanying
Common Stock Purchase Rights.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

          Pursuant to the Wisconsin  Business  Corporation Law and the Company's
By-laws,  directors  and  officers  of the Company  are  entitled  to  mandatory
indemnification from the Company against certain liabilities and expenses (i) to
the extent  such  officers  or  directors  are  successful  in the  defense of a
proceeding  and (ii) in  proceedings  in which the  director  or  officer is not
successful  in defense  thereof,  unless it is  determined  that the director or
officer  breached or failed to perform his or her duties to the Company and such
breach or failure  constituted:  (a) a willful  failure to deal  fairly with the
Company or its shareholders in connection with a matter in which the director or
officer had a material conflict of interest; (b) a violation of the criminal law
unless  the  director  or officer  had  reasonable  cause to believe  his or her
conduct was lawful or had no reasonable  cause to believe his or her conduct was
unlawful;  (c) a  transaction  from which the  director  or  officer  derived an
improper personal profit; or (d) willful misconduct. It should be noted that the
Wisconsin  Business  Corporation Law  specifically  states that it is the public
policy of Wisconsin to require or permit  indemnification  in connection  with a
proceeding involving securities regulation,  as described therein, to the extent
required or permitted  as described  above.  Additionally,  under the  Wisconsin
Business  Corporation Law,  directors of the Company are not subject to personal
liability to the Company,  its  shareholders or any person  asserting  rights on
behalf  thereof for certain  breaches or failures to perform any duty  resulting
solely from their status as directors except in circumstances  paralleling those
in subparagraphs (a) through (d) outlined above.

          Expenses for the defense of any action for which  indemnification  may
be available may be advanced by the Company under certain circumstances.

          The indemnification provided by the Wisconsin Business Corporation Law
and the  Company's  By-laws  is not  exclusive  of any  other  rights to which a
director or officer may be entitled.

          The Company  maintains a liability  insurance policy for its directors
and  officers as  permitted  by  Wisconsin  law which may extend to, among other
things, liability arising under the Securities Act of 1933, as amended.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------

          Not Applicable.


                                      -3-
<PAGE>

Item 8.   Exhibits.
          --------

          The  following  exhibits  have  been  filed  (except  where  otherwise
indicated) as part of this Registration Statement:

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

          (4.1)               Restated   Articles  of   Incorporation  of  Banta
                              Corporation, as amended (incorporated by reference
                              to Exhibit 19(b) to Banta Corporation's  Quarterly
                              Report on Form 10-Q for the quarter ended April 3,
                              1993)

          (4.2)               By-laws   of   Banta   Corporation,   as   amended
                              (incorporated  by  reference  to  Exhibit  3(b) to
                              Banta Corporation's Annual Report on Form 10-K for
                              the year ended January 2, 1999)

          (4.3)               Rights  Agreement,  dated as of October 29,  1991,
                              between  Banta  Corporation  and  First  Wisconsin
                              Trust  Company  (n/k/a  Firstar  Bank,  N.A.),  as
                              Rights Agent (incorporated by reference to Exhibit
                              4.1 to Banta Corporation's  Current Report on Form
                              8-K dated October 29, 1991)

          (4.4)               Banta  Corporation  1995 Equity Incentive Plan, as
                              amended (incorporated by reference to Exhibit 10.1
                              to Banta  Corporation's  Quarterly  Report on Form
                              10-Q for the quarter ended July 3, 1999)

          (4.5)               Form of Stock Option  Agreement  for  non-employee
                              directors  for use in  connection  with the  Banta
                              Corporation 1995 Equity Incentive Plan, as amended

          (4.6)               Form of Stock Option  Agreement  for key employees
                              for use in connection  with the Banta  Corporation
                              1995 Equity Incentive Plan, as amended

          (5)                 Opinion of Foley & Lardner

          (23.1)              Consent of Arthur Andersen LLP

          (23.2)              Consent of Foley & Lardner (contained in Exhibit 5
                              hereto)

          (24)                Power   of   Attorney   relating   to   subsequent
                              amendments (included on the signature page to this
                              Registration Statement)


                                      -4-
<PAGE>

Item 9.   Undertakings.
          ------------

          (a) The undersigned Registrant hereby undertakes:

          (1) 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, as amended;

                    (ii) 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,  represents a fundamental  change in the information
          set forth in the 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 paragraphs (a)(1)(i) and (a)(1)(ii) 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
Securities and Exchange  Commission by the Registrant  pursuant to Section 13 or
Section  15(d) of the  Securities  Exchange  Act of 1934,  as amended,  that are
incorporated by reference in the Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, as amended, each such post-effective  amendment shall be
deemed to be a new  Registration  Statement  relating to the securities  offered
herein,  and the offering of such  securities at that time shall be deemed to be
the initial bona fide offering thereof.

          (3) 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.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities  Act of 1933, as amended,  each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities  Exchange Act of 1934, as amended,  that is incorporated
by  reference  in  this  Registration  Statement  shall  be  deemed  to be a new
Registration  Statement  relating  to the  securities  offered  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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


                                      -5-
<PAGE>

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-
<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 Menasha, State of Wisconsin, on April 25, 2000.

                                        BANTA CORPORATION


                                        By: /s/ Donald D. Belcher
                                            ------------------------------------
                                            Donald D. Belcher
                                            Chairman of the Board, President and
                                              Chief Executive Officer

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes  and appoints  Donald D. Belcher and Ronald D. Kneezel,  and each of
them, his or her true and lawful  attorney-in-fact and agent, with full power of
substitution  and  resubstitution,  for him or her and in his or her name, place
and stead, in any and all capacities,  to sign any and all amendments (including
post-effective  amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent,  full power and  authority to do and perform each and every act and thing
requisite  and  necessary to be done, as fully as he or she might or could do in
person,  hereby ratifying and confirming all that each said attorney-in-fact and
agent may lawfully do or cause to be done by virtue hereof.

     Signature                           Title                       Date
     ---------                           -----                       ----
                                  Chairman of the Board,
/s/ Donald D. Belcher             President, Chief Executive      April 25, 2000
------------------------------    Officer and Director
Donald D. Belcher

                                  Executive Vice President,
/s/ Gerald A. Henseler            Chief Financial Officer and     April 25, 2000
------------------------------    Director
Gerald A. Henseler


/s/ Jameson A. Baxter             Director                        April 25, 2000
------------------------------
Jameson A. Baxter


/s/ John F. Bergstrom             Director                        April 25, 2000
------------------------------
John F. Bergstrom



                                      -7-
<PAGE>


/s/ George T. Brophy              Director                        April 25, 2000
------------------------------
George T. Brophy


/s/ Henry T. DeNero               Director                        April 25, 2000
------------------------------
Henry T. DeNero


/s/ Richard L. Gunderson          Director                        April 25, 2000
------------------------------
Richard L. Gunderson


/s/ Bernard S. Kubale             Director                        April 25, 2000
------------------------------
Bernard S. Kubale


/s/ Raymond C. Richelsen          Director                        April 25, 2000
------------------------------
Raymond C. Richelsen


/s/ Michael J. Winkler            Director                        April 25, 2000
------------------------------
Michael J. Winkler


                                      -8-
<PAGE>

                                  EXHIBIT INDEX

            BANTA CORPORATION 1995 EQUITY INCENTIVE PLAN, AS AMENDED


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

          (4.1)     Restated Articles of Incorporation of Banta Corporation,  as
                    amended (incorporated by reference to Exhibit 19(b) to Banta
                    Corporation's  Quarterly Report on Form 10-Q for the quarter
                    ended April 3, 1993)

          (4.2)     By-laws of Banta  Corporation,  as amended  (incorporated by
                    reference  to  Exhibit  3(b) to Banta  Corporation's  Annual
                    Report on Form 10-K for the year ended January 2, 1999)

          (4.3)     Rights  Agreement,  dated as of October  29,  1991,  between
                    Banta  Corporation  and First Wisconsin Trust Company (n/k/a
                    Firstar  Bank,  N.A.),  as  Rights  Agent  (incorporated  by
                    reference  to  Exhibit  4.1 to Banta  Corporation's  Current
                    Report on Form 8-K dated October 29, 1991)

          (4.4)     Banta  Corporation  1995 Equity  Incentive  Plan, as amended
                    (incorporated   by   reference  to  Exhibit  10.1  to  Banta
                    Corporation's  Quarterly Report on Form 10-Q for the quarter
                    ended July 3, 1999)

          (4.5)     Form of Stock Option  Agreement for  non-employee  directors
                    for use in connection with the Banta Corporation 1995 Equity
                    Incentive Plan, as amended

          (4.6)     Form of Stock Option  Agreement for key employees for use in
                    connection with the Banta  Corporation 1995 Equity Incentive
                    Plan, as amended

          (5)       Opinion of Foley & Lardner

          (23.1)    Consent of Arthur Andersen LLP

          (23.2)    Consent of Foley & Lardner (contained in Exhibit 5 hereto)

          (24)      Power  of  Attorney   relating  to   subsequent   amendments
                    (included  on  the  signature  page  to  this   Registration
                    Statement)


                                      E-1
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{"company-data": {"conformed-name": "BANTA CORP", "cik": "0000009801", "assigned-sic": "2750", "irs-number": "390148550", "state-of-incorporation": "WI", "fiscal-year-end": "0103"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35530", "film-number": "608077"}, "business-address": {"street1": "225 MAIN ST", "city": "MENASHA", "state": "WI", "zip": "54952", "phone": "4147227777"}, "former-company": [{"former-conformed-name": "BANTA GEORGE CO INC", "date-changed": "19890509"}, {"former-conformed-name": "BANTA GEORGE PUBLISHING CO", "date-changed": "19720505"}]}
Registration No. 333-_____

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                Banta Corporation
             (Exact name of registrant as specified in its charter)

                 Wisconsin                                  39-0148550
         (State or other jurisdiction                     (I.R.S. Employer
       of incorporation or organization)                  Identification No.)

                225 Main Street
              Menasha, Wisconsin                                54952
   (Address of principal executive offices)                   (Zip Code)

            Banta Corporation 1995 Equity Incentive Plan, as amended
                            (Full title of the plan)

             Ronald D. Kneezel
              Vice President,                                 Copy to:
       General Counsel and Secretary
             Banta Corporation                             Jay O. Rothman
              225 Main Street                              Foley & Lardner
         Menasha, Wisconsin 54952                     777 East Wisconsin Avenue
              (920) 751-7777                          Milwaukee, Wisconsin 53202
(Name, address and telephone number, including area         (414) 271-2400
           code, of agent for service)

                         ------------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                  Proposed          Proposed
    Title of        Amount         Maximum           Maximum         Amount of
Securities to be     to be     Offering Price   Aggregate Offering  Registration
   Registered     Registered      Per Share          Price             Fee
--------------------------------------------------------------------------------
Common Stock,      1,000,000     $18.969(1)       $18,969,000(1)     $5,008
$.10 par value      shares

Common Stock       1,000,000         (2)               (2)            (2)
Purchase Rights     rights
--------------------------------------------------------------------------------

(1)  Estimated  pursuant to Rule 457(c) and (h) under the Securities Act of 1933
     solely for the purpose of  calculating  the  registration  fee based on the
     average of the high and low prices for Banta  Corporation  Common  Stock as
     reported on the New York Stock Exchange on April 20, 2000.
(2)  The value  attributable to the Common Stock Purchase Rights is reflected in
     the market price of the Common Stock to which the Rights are attached.

     Pursuant to Rule 429 under the  Securities  Act of 1933,  as  amended,  the
     Prospectus  referred  to herein also  relates to the Form S-8  Registration
     Statement (Registration No. 33-61683).
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange  Commission (the
"Commission") as part of this Form S-8 Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

          The following  documents  filed by Banta  Corporation  (the "Company")
with the Commission are hereby incorporated herein by reference:

          1. The Company's Annual Report on Form 10-K for the year ended January
1, 2000, which includes  certified  financial  statements as of and for the year
ended January 1, 2000.

          2. The  description of the Company's  Common Stock contained in Item 1
of the Company's  Registration  Statement on Form 8-A,  dated November 20, 1998,
and any amendment or report filed for the purpose of updating such description.

          3. The  description  of the  Company's  Common Stock  Purchase  Rights
contained in Item 1 of the Company's  Registration  Statement on Form 8-A, dated
November 20, 1998, and any amendment or report filed for the purpose of updating
such description.

          All documents  subsequently  filed by the Company pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as amended,
after the date of filing of this  Registration  Statement and prior to such time
as the Company files a post-effective  amendment to this Registration  Statement
which  indicates  that all  securities  offered  hereby  have been sold or which
deregisters  all  securities  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 of such documents.

Item 4.   Description of Securities.
          -------------------------

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

          The validity of the securities  being offered hereby will be passed on
for the Company by Foley & Lardner, Milwaukee,  Wisconsin.  Bernard S. Kubale, a
retired partner in the firm of Foley & Lardner, is a director of the Company. As
of March 3, 2000, Foley & Lardner  attorneys who participated in the preparation
of this Registration Statement,  including Mr. Kubale,

                                      -2-
beneficially  owned 14,115 shares of the Company's Common Stock and accompanying
Common Stock Purchase Rights.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

          Pursuant to the Wisconsin  Business  Corporation Law and the Company's
By-laws,  directors  and  officers  of the Company  are  entitled  to  mandatory
indemnification from the Company against certain liabilities and expenses (i) to
the extent  such  officers  or  directors  are  successful  in the  defense of a
proceeding  and (ii) in  proceedings  in which the  director  or  officer is not
successful  in defense  thereof,  unless it is  determined  that the director or
officer  breached or failed to perform his or her duties to the Company and such
breach or failure  constituted:  (a) a willful  failure to deal  fairly with the
Company or its shareholders in connection with a matter in which the director or
officer had a material conflict of interest; (b) a violation of the criminal law
unless  the  director  or officer  had  reasonable  cause to believe  his or her
conduct was lawful or had no reasonable  cause to believe his or her conduct was
unlawful;  (c) a  transaction  from which the  director  or  officer  derived an
improper personal profit; or (d) willful misconduct. It should be noted that the
Wisconsin  Business  Corporation Law  specifically  states that it is the public
policy of Wisconsin to require or permit  indemnification  in connection  with a
proceeding involving securities regulation,  as described therein, to the extent
required or permitted  as described  above.  Additionally,  under the  Wisconsin
Business  Corporation Law,  directors of the Company are not subject to personal
liability to the Company,  its  shareholders or any person  asserting  rights on
behalf  thereof for certain  breaches or failures to perform any duty  resulting
solely from their status as directors except in circumstances  paralleling those
in subparagraphs (a) through (d) outlined above.

          Expenses for the defense of any action for which  indemnification  may
be available may be advanced by the Company under certain circumstances.

          The indemnification provided by the Wisconsin Business Corporation Law
and the  Company's  By-laws  is not  exclusive  of any  other  rights to which a
director or officer may be entitled.

          The Company  maintains a liability  insurance policy for its directors
and  officers as  permitted  by  Wisconsin  law which may extend to, among other
things, liability arising under the Securities Act of 1933, as amended.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------

          Not Applicable.

                                      -3-
Item 8.   Exhibits.
          --------

          The  following  exhibits  have  been  filed  (except  where  otherwise
indicated) as part of this Registration Statement:

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

          (4.1)               Restated   Articles  of   Incorporation  of  Banta
                              Corporation, as amended (incorporated by reference
                              to Exhibit 19(b) to Banta Corporation's  Quarterly
                              Report on Form 10-Q for the quarter ended April 3,
                              1993)

          (4.2)               By-laws   of   Banta   Corporation,   as   amended
                              (incorporated  by  reference  to  Exhibit  3(b) to
                              Banta Corporation's Annual Report on Form 10-K for
                              the year ended January 2, 1999)

          (4.3)               Rights  Agreement,  dated as of October 29,  1991,
                              between  Banta  Corporation  and  First  Wisconsin
                              Trust  Company  (n/k/a  Firstar  Bank,  N.A.),  as
                              Rights Agent (incorporated by reference to Exhibit
                              4.1 to Banta Corporation's  Current Report on Form
                              8-K dated October 29, 1991)

          (4.4)               Banta  Corporation  1995 Equity Incentive Plan, as
                              amended (incorporated by reference to Exhibit 10.1
                              to Banta  Corporation's  Quarterly  Report on Form
                              10-Q for the quarter ended July 3, 1999)

          (4.5)               Form of Stock Option  Agreement  for  non-employee
                              directors  for use in  connection  with the  Banta
                              Corporation 1995 Equity Incentive Plan, as amended

          (4.6)               Form of Stock Option  Agreement  for key employees
                              for use in connection  with the Banta  Corporation
                              1995 Equity Incentive Plan, as amended

          (5)                 Opinion of Foley & Lardner

          (23.1)              Consent of Arthur Andersen LLP

          (23.2)              Consent of Foley & Lardner (contained in Exhibit 5
                              hereto)

          (24)                Power   of   Attorney   relating   to   subsequent
                              amendments (included on the signature page to this
                              Registration Statement)

                                      -4-
Item 9.   Undertakings.
          ------------

          (a) The undersigned Registrant hereby undertakes:

          (1) 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, as amended;

                    (ii) 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,  represents a fundamental  change in the information
          set forth in the 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 paragraphs (a)(1)(i) and (a)(1)(ii) 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
Securities and Exchange  Commission by the Registrant  pursuant to Section 13 or
Section  15(d) of the  Securities  Exchange  Act of 1934,  as amended,  that are
incorporated by reference in the Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act of 1933, as amended, each such post-effective  amendment shall be
deemed to be a new  Registration  Statement  relating to the securities  offered
herein,  and the offering of such  securities at that time shall be deemed to be
the initial bona fide offering thereof.

          (3) 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.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities  Act of 1933, as amended,  each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities  Exchange Act of 1934, as amended,  that is incorporated
by  reference  in  this  Registration  Statement  shall  be  deemed  to be a new
Registration  Statement  relating  to the  securities  offered  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

                                      -5-
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 the City of Menasha, State of Wisconsin, on April 25, 2000.

                                        BANTA CORPORATION

                                        By: /s/ Donald D. Belcher
                                            ------------------------------------
                                            Donald D. Belcher
                                            Chairman of the Board, President and
                                              Chief Executive Officer

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes  and appoints  Donald D. Belcher and Ronald D. Kneezel,  and each of
them, his or her true and lawful  attorney-in-fact and agent, with full power of
substitution  and  resubstitution,  for him or her and in his or her name, place
and stead, in any and all capacities,  to sign any and all amendments (including
post-effective  amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent,  full power and  authority to do and perform each and every act and thing
requisite  and  necessary to be done, as fully as he or she might or could do in
person,  hereby ratifying and confirming all that each said attorney-in-fact and
agent may lawfully do or cause to be done by virtue hereof.

     Signature                           Title                       Date
     ---------                           -----                       ----
                                  Chairman of the Board,
/s/ Donald D. Belcher             President, Chief Executive      April 25, 2000
------------------------------    Officer and Director
Donald D. Belcher

                                  Executive Vice President,
/s/ Gerald A. Henseler            Chief Financial Officer and     April 25, 2000
------------------------------    Director
Gerald A. Henseler

/s/ Jameson A. Baxter             Director                        April 25, 2000
------------------------------
Jameson A. Baxter

/s/ John F. Bergstrom             Director                        April 25, 2000
------------------------------
John F. Bergstrom

                                      -7-
/s/ George T. Brophy              Director                        April 25, 2000
------------------------------
George T. Brophy

/s/ Henry T. DeNero               Director                        April 25, 2000
------------------------------
Henry T. DeNero

/s/ Richard L. Gunderson          Director                        April 25, 2000
------------------------------
Richard L. Gunderson

/s/ Bernard S. Kubale             Director                        April 25, 2000
------------------------------
Bernard S. Kubale

/s/ Raymond C. Richelsen          Director                        April 25, 2000
------------------------------
Raymond C. Richelsen

/s/ Michael J. Winkler            Director                        April 25, 2000
------------------------------
Michael J. Winkler

                                      -8-
EXHIBIT INDEX

            BANTA CORPORATION 1995 EQUITY INCENTIVE PLAN, AS AMENDED

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

          (4.1)     Restated Articles of Incorporation of Banta Corporation,  as
                    amended (incorporated by reference to Exhibit 19(b) to Banta
                    Corporation's  Quarterly Report on Form 10-Q for the quarter
                    ended April 3, 1993)

          (4.2)     By-laws of Banta  Corporation,  as amended  (incorporated by
                    reference  to  Exhibit  3(b) to Banta  Corporation's  Annual
                    Report on Form 10-K for the year ended January 2, 1999)

          (4.3)     Rights  Agreement,  dated as of October  29,  1991,  between
                    Banta  Corporation  and First Wisconsin Trust Company (n/k/a
                    Firstar  Bank,  N.A.),  as  Rights  Agent  (incorporated  by
                    reference  to  Exhibit  4.1 to Banta  Corporation's  Current
                    Report on Form 8-K dated October 29, 1991)

          (4.4)     Banta  Corporation  1995 Equity  Incentive  Plan, as amended
                    (incorporated   by   reference  to  Exhibit  10.1  to  Banta
                    Corporation's  Quarterly Report on Form 10-Q for the quarter
                    ended July 3, 1999)

          (4.5)     Form of Stock Option  Agreement for  non-employee  directors
                    for use in connection with the Banta Corporation 1995 Equity
                    Incentive Plan, as amended

          (4.6)     Form of Stock Option  Agreement for key employees for use in
                    connection with the Banta  Corporation 1995 Equity Incentive
                    Plan, as amended

          (5)       Opinion of Foley & Lardner

          (23.1)    Consent of Arthur Andersen LLP

          (23.2)    Consent of Foley & Lardner (contained in Exhibit 5 hereto)

          (24)      Power  of  Attorney   relating  to   subsequent   amendments
                    (included  on  the  signature  page  to  this   Registration
                    Statement)

                                      E-1