As filed with the Securities and Exchange Commission on May 14, 1998.

                                              Registration Statement 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

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

                     CUNNINGHAM GRAPHICS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

         New Jersey                                     22-3561164
(State or other jurisdiction                (I.R.S. Employer Identification No.)
 of incorporation or organization)

629 Grove Street, Jersey City, New Jersey                 07032
(Address of principal executive offices)                (Zip Code)

                             1998 Stock Option Plan
                          Directors' Stock Option Plan
                            (Full title of the plan)

                            Mr. Michael R. Cunningham
                 Chairman, President and Chief Executive Officer
                                629 Grove Street
                          Jersey City, New Jersey 07310
                     (Name and address of agent for service)

                                 (201) 217-1990
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                            Lawrence A. Goldman, Esq.
                 Gibbons, Del Deo, Dolan, Griffinger & Vecchione
                              One Riverfront Plaza
                          Newark, New Jersey 07102-5497
                                 (973) 596-4500

<TABLE>
<CAPTION>
                                          Calculation of Registration Fee
----------------------------------------- ---------------- -------------------- ----------------- -------------------
                                                                Proposed            Proposed
          Title of Each Class                 Amount        Maximum Offering        Maximum           Amount of
             of Securities                     To Be              Price            Aggregate         Registration
            to be Registered               Registered(1)      Per Share(2)          Offering            Fee(2)
                                                                                    Price(2)
----------------------------------------- ---------------- -------------------- ----------------- -------------------
----------------------------------------- ---------------- -------------------- ----------------- -------------------
<S>                                           <C>                <C>              <C>                   <C>   
Common Stock, no par value per share          600,000            $20.625          $12,375,000           $3,651
----------------------------------------- ---------------- -------------------- ----------------- -------------------
</TABLE>

     (1) Pursuant to Rule 416(c) under the  Securities  Act of 1933, as amended,
this  registration  statement  also  covers  additional  shares of Common  Stock
pursuant to the anti-dilution provisions of the Plan.

     (2)  Estimated in  accordance  with Rule 457(c)  solely for the purposes of
calculating the  registration  fee, based on the average high and low prices per
share of the Registrant's Common Stock as reported on The Nasdaq National Market
System on May 11, 1998.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following   documents   previously   filed  by   Cunningham   Graphics
International,  Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission") are incorporated by reference in this Registration Statement:

     (1)  The  Company's  Final  Prospectus  filed  April  22,  1998  under  the
          Securities  Act  of  1933,  as  amended  (the  "Securities   Act")  in
          connection with the Company's Registration Statement filed on Form S-1
          (File No. 333-46541) as filed under the Securities Act;

     (2)  The description of the Company's  common stock, no par value per share
          (the "Common Stock"), contained in the foregoing Prospectus; and

     (3)  All 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  securities  offered  have  been  sold or  which  deregisters  all
          securities  offered 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
          respective date of filing of such documents.  Any statement  contained
          in  a  document  incorporated  by  reference  herein  is  modified  or
          superseded  for all purposes to the extent that a statement  contained
          in this  Registration  Statement  or in any other  subsequently  filed
          document which is incorporated by reference  modifies or replaces such
          statement.

Item 4.  Description of Securities

         Not applicable.

Item 5  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Company's Certificate of Incorporation contains a provision eliminating
or limiting director  liability to the Company and its stockholders for monetary
damages  arising from acts or omissions in the director's  capacity as director.
The provision does not, however,  eliminate or limit the personal liability of a
director (i) for any breach of such 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 knowing  violation  of the law,  (iii) under the New
Jersey  statutory  provision  making  directors   personally  liable,   under  a
negligence  standard,  for  unlawful  dividends or unlawful  stock  purchases or
redemptions  or (iv) for any  transaction  from  which the  director  derived an
improper personal benefit.  This provision offers persons who serve on the Board
of  Directors  of the Company  protection  against  awards of  monetary  damages
resulting from breaches of their duty of care (except as indicated  above). As a
result of this provision, the ability of the Company or a stockholder thereof to
successfully  prosecute  an action  against a director 


                                      -2-
<PAGE>

for  breach of his duty of care is  limited.  However,  the  provision  does not
affect  the  availability  of  equitable  remedies  such  as  an  injunction  or
rescission  based upon a director's  breach of his duty of care.  The Securities
and Exchange  Commission  has taken the position that the provision will have no
effect on claims arising under the federal securities laws.

     In addition, the Company's Certificate of Incorporation and By-Laws provide
for mandatory  indemnification  rights,  subject to limited  exceptions,  to any
director or officer of the Company who by reason of the fact that he or she is a
director  or officer of the Company is  involved  in a legal  proceeding  of any
nature. Such indemnification  rights include reimbursement for expenses incurred
by such director,  officer, employee or agent in advance of the final deposition
of such  proceeding  in  accordance  with the  applicable  provisions of the New
Jersey Business Corporation Act.

     Each of the  officers  and  directors  of the  Company is  insured  against
certain  liabilities  which he or she might  incur in his or her  capacity as an
officer or director pursuant to a Directors and Officers Liability Policy issued
by Executive Risk Indemnity Inc. of Wilmington,  Delaware. The general effect of
this  policy is that if during  the  policy  period any claim or claims are made
against the  officers and  directors of the Company or any of them  individually
for a Wrongful Act (as defined in the policy)  while acting in their  individual
or collective capacities as directors or officers, the insurer will pay for 100%
of any Loss (as defined in the  policy),  after  application  of any  applicable
deductible.  The insurer's  combined limit of liability is $5,000,000 during any
policy year and $5,000,000 for any single Loss. "Wrongful Act" is defined as any
error,  misstatement,  misleading statement, act, omission, neglect or breach of
duty  actually or allegedly  committed or attempted by the officers or directors
of the Company while acting in their  individual or collective  capacities or in
any matter,  not  excluded by the terms and  conditions  of the policy,  claimed
against them by reason of their being directors or officers of the Company.  The
term  "Loss" is defined as any amount  which the  Company  shall be  required or
permitted  by law to pay as a result  of any  "Claims,"  and  includes  damages,
judgments,  settlements, costs, charges, and expenses incurred in the defense of
actions, suits or proceedings and appeals therefrom, except that the term "Loss"
does not  include  fines or  penalties  imposed by law or  matters  which may be
deemed  uninsurable  under  the law  pursuant  to  which  the  policy  shall  be
construed.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits

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

4.1            1998 Stock Option Plan (incorporated by reference to Exhibit 10.1
               to Amendment  No. 1 to the  Company's  Registration  Statement on
               Form S-1 (File No. 333-46541), filed April 17, 1998)



                                      -3-
<PAGE>


4.2            Directors'  Stock  Option  Plan  (incorporated  by  reference  to
               Exhibit 10.2 to the Company's  Registration Statement on Form S-1
               (File No. 333-46541), filed February 19, 1998).

4.3            The Company's  Certificate of Incorporation,  in effect as of the
               date of this Registration Statement (incorporated by reference to
               Exhibit 3.1 to the Company's  Registration  Statement on Form S-1
               (File No. 333-46541), filed February 19, 1998).

4.4            By-Laws of the Company  (incorporated by reference to Exhibit 3.2
               to the  Company's  Registration  Statement  on Form S-1 (File No.
               333-46541), filed February 19, 1998).

5.1            Opinion of Gibbons, Del Deo, Dolan, Griffinger & Vecchione.

23.1           Consent of Ernst & Young LLP

23.2           Consent of Ernst & Young Chartered Accountants

23.3           Consent  of  Gibbons,  Del Deo,  Dolan,  Griffinger  &  Vecchione
               (included in Exhibit 5.1)

24.1           Powers of Attorney

Item 9.  Undertakings.

     The Company 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,
     represent  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 (1)(i) and (1)(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 the  Commission by the
Company  pursuant to Section 13 or Section 15(d) of the Securities  Exchange Act
of 1934, as amended,  that are  incorporated  by reference in this  registration
statement.



                                      -4-
<PAGE>

     (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 therein, 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.

     The  Company  hereby  undertakes  that,  for  purposes 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, as amended,  (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,  as  amended)  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.

     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 Company pursuant to the foregoing procedures,  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
Securities Act of 1933, as amended,  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  Securities
Act of 1933, as amended,  and will be governed by the final adjudication of such
issue.




                                      -5-
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 Jersey City, State of New Jersey,  on this 13 day of
May, 1998.


                                 CUNNINGHAM GRAPHICS INTERNATIONAL, INC.


                                 By:      /s/  Michael R. Cunningham
                                      ----------------------------------------
                                      Michael R. Cunningham
                                      Chairman, President and Chief Executive 
                                        Officer

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

<TABLE>
<CAPTION>
Signature                           Title                                  Date
---------                           -----                                  ----
<S>                                 <C>                                    <C>
/s/  Michael R. Cunningham          Chairman, President and Chief          May 13, 1998
----------------------------        Executive Officer             
Michael R. Cunningham               (Principal Executive Officer) 
                                    
/s/  Robert M. Okin                 Senior Vice President, Chief           May 13, 1998
----------------------------        Financial Officer and Treasurer    
Robert M. Okin                      (Principal Financial and Accounting
                                    Officer)                           
                                    

*/s/  James J. Cunningham           Director                               May 13, 1998
 --------------------------
 James J. Cunningham

*/s/  Gordon Mays                   Director                               May 13, 1998
----------------------------
 Gordon Mays

*/s/  Arnold Spinner                Director                               May 13, 1998
----------------------------
 Arnold Spinner

*/s/  Laurence Gerber               Director                               May 13, 1998
----------------------------
 Laurence Gerber

*/s/  Stanley J. Moss               Director                               May 13, 1998
----------------------------
 Stanley J. Moss

*By:/s/  Michael R. Cunningham
    ----------------------------
       Michael R. Cunningham
       Attorney-in-Fact
</TABLE>


                                      -6-
<PAGE>



                                  EXHIBIT INDEX


No.          Description                              Method of Filing
---          -----------                              ----------------

4.1    1998 Stock Option Plan                Filed by reference to Exhibit 4.1
                                             to Amendment No. 1 to the Company's
                                             Registration Statement on Form S-1
                                             (File No. 333-46541), filed April
                                             17, 1998

4.2    Directors' Stock Option Plan          Filed by  reference to Exhibit 10.2
                                             to the Company's Registration
                                             Statement on Form S-1 (File  No.
                                             333-46541), filed February 19, 1998

4.3    The Company's Certificate of          Filed by reference to Exhibit 3.1  
       Incorporation                         to the Company's Registration      
                                             Statement on Form S-1 (File No.    
                                             333-46541) filed February 19, 1998 

4.4    By-Laws of the Company                Filed by reference to Exhibit 3.2
                                             to the Company's Registration
                                             Statement on Form S-1 (File No.
                                             333-46541) filed February 19, 1998

5.1    Opinion of Gibbons, Del Deo, Dolan,   Filed with this Registration
       Griffinger & Vecchione                Statement

23.1   Consent of Ernst & Young LLP          Filed with this Registration
                                             Statement

23.2   Consent of Ernst & Young Chartered    Filed with this Registration 
       Accountants                           Statement

23.3   Consent of Gibbons, Del Deo, Dolan,   Included in Exhibit 5.1
       Griffinger & Vecchione

24.1   Powers of Attorney                    Filed with this Registration 
                                             Statement
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20218}]
{"company-data": {"conformed-name": "CUNNINGHAM GRAPHICS INTERNATIONAL INC", "cik": "0001053949", "assigned-sic": "2750", "irs-number": "233561164", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52723", "film-number": "98621907"}, "business-address": {"street1": "629 GROVE STREET", "city": "JERSEY CITY", "state": "NJ", "zip": "07310", "phone": "2012171990"}, "mail-address": {"street1": "629 GROVE STREET", "city": "JERSEY CITY", "state": "NJ", "zip": "07310"}}
As filed with the Securities and Exchange Commission on May 14, 1998.

                                              Registration Statement 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

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

                     CUNNINGHAM GRAPHICS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

         New Jersey                                     22-3561164
(State or other jurisdiction                (I.R.S. Employer Identification No.)
 of incorporation or organization)

629 Grove Street, Jersey City, New Jersey                 07032
(Address of principal executive offices)                (Zip Code)

                             1998 Stock Option Plan
                          Directors' Stock Option Plan
                            (Full title of the plan)

                            Mr. Michael R. Cunningham
                 Chairman, President and Chief Executive Officer
                                629 Grove Street
                          Jersey City, New Jersey 07310
                     (Name and address of agent for service)

                                 (201) 217-1990
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                            Lawrence A. Goldman, Esq.
                 Gibbons, Del Deo, Dolan, Griffinger & Vecchione
                              One Riverfront Plaza
                          Newark, New Jersey 07102-5497
                                 (973) 596-4500
Calculation of Registration Fee
----------------------------------------- ---------------- -------------------- ----------------- -------------------
                                                                Proposed            Proposed
          Title of Each Class                 Amount        Maximum Offering        Maximum           Amount of
             of Securities                     To Be              Price            Aggregate         Registration
            to be Registered               Registered(1)      Per Share(2)          Offering            Fee(2)
                                                                                    Price(2)
----------------------------------------- ---------------- -------------------- ----------------- -------------------
----------------------------------------- ---------------- -------------------- ----------------- -------------------
Common Stock, no par value per share          600,000            $20.625          $12,375,000           $3,651
----------------------------------------- ---------------- -------------------- ----------------- -------------------
(1) Pursuant to Rule 416(c) under the  Securities  Act of 1933, as amended,
this  registration  statement  also  covers  additional  shares of Common  Stock
pursuant to the anti-dilution provisions of the Plan.

     (2)  Estimated in  accordance  with Rule 457(c)  solely for the purposes of
calculating the  registration  fee, based on the average high and low prices per
share of the Registrant's Common Stock as reported on The Nasdaq National Market
System on May 11, 1998.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following   documents   previously   filed  by   Cunningham   Graphics
International,  Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission") are incorporated by reference in this Registration Statement:

     (1)  The  Company's  Final  Prospectus  filed  April  22,  1998  under  the
          Securities  Act  of  1933,  as  amended  (the  "Securities   Act")  in
          connection with the Company's Registration Statement filed on Form S-1
          (File No. 333-46541) as filed under the Securities Act;

     (2)  The description of the Company's  common stock, no par value per share
          (the "Common Stock"), contained in the foregoing Prospectus; and

     (3)  All 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  securities  offered  have  been  sold or  which  deregisters  all
          securities  offered 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
          respective date of filing of such documents.  Any statement  contained
          in  a  document  incorporated  by  reference  herein  is  modified  or
          superseded  for all purposes to the extent that a statement  contained
          in this  Registration  Statement  or in any other  subsequently  filed
          document which is incorporated by reference  modifies or replaces such
          statement.

Item 4.  Description of Securities

         Not applicable.

Item 5  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Company's Certificate of Incorporation contains a provision eliminating
or limiting director  liability to the Company and its stockholders for monetary
damages  arising from acts or omissions in the director's  capacity as director.
The provision does not, however,  eliminate or limit the personal liability of a
director (i) for any breach of such 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 knowing  violation  of the law,  (iii) under the New
Jersey  statutory  provision  making  directors   personally  liable,   under  a
negligence  standard,  for  unlawful  dividends or unlawful  stock  purchases or
redemptions  or (iv) for any  transaction  from  which the  director  derived an
improper personal benefit.  This provision offers persons who serve on the Board
of  Directors  of the Company  protection  against  awards of  monetary  damages
resulting from breaches of their duty of care (except as indicated  above). As a
result of this provision, the ability of the Company or a stockholder thereof to
successfully  prosecute  an action  against a director 

                                      -2-
for  breach of his duty of care is  limited.  However,  the  provision  does not
affect  the  availability  of  equitable  remedies  such  as  an  injunction  or
rescission  based upon a director's  breach of his duty of care.  The Securities
and Exchange  Commission  has taken the position that the provision will have no
effect on claims arising under the federal securities laws.

     In addition, the Company's Certificate of Incorporation and By-Laws provide
for mandatory  indemnification  rights,  subject to limited  exceptions,  to any
director or officer of the Company who by reason of the fact that he or she is a
director  or officer of the Company is  involved  in a legal  proceeding  of any
nature. Such indemnification  rights include reimbursement for expenses incurred
by such director,  officer, employee or agent in advance of the final deposition
of such  proceeding  in  accordance  with the  applicable  provisions of the New
Jersey Business Corporation Act.

     Each of the  officers  and  directors  of the  Company is  insured  against
certain  liabilities  which he or she might  incur in his or her  capacity as an
officer or director pursuant to a Directors and Officers Liability Policy issued
by Executive Risk Indemnity Inc. of Wilmington,  Delaware. The general effect of
this  policy is that if during  the  policy  period any claim or claims are made
against the  officers and  directors of the Company or any of them  individually
for a Wrongful Act (as defined in the policy)  while acting in their  individual
or collective capacities as directors or officers, the insurer will pay for 100%
of any Loss (as defined in the  policy),  after  application  of any  applicable
deductible.  The insurer's  combined limit of liability is $5,000,000 during any
policy year and $5,000,000 for any single Loss. "Wrongful Act" is defined as any
error,  misstatement,  misleading statement, act, omission, neglect or breach of
duty  actually or allegedly  committed or attempted by the officers or directors
of the Company while acting in their  individual or collective  capacities or in
any matter,  not  excluded by the terms and  conditions  of the policy,  claimed
against them by reason of their being directors or officers of the Company.  The
term  "Loss" is defined as any amount  which the  Company  shall be  required or
permitted  by law to pay as a result  of any  "Claims,"  and  includes  damages,
judgments,  settlements, costs, charges, and expenses incurred in the defense of
actions, suits or proceedings and appeals therefrom, except that the term "Loss"
does not  include  fines or  penalties  imposed by law or  matters  which may be
deemed  uninsurable  under  the law  pursuant  to  which  the  policy  shall  be
construed.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits

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

4.1            1998 Stock Option Plan (incorporated by reference to Exhibit 10.1
               to Amendment  No. 1 to the  Company's  Registration  Statement on
               Form S-1 (File No. 333-46541), filed April 17, 1998)

                                      -3-
4.2            Directors'  Stock  Option  Plan  (incorporated  by  reference  to
               Exhibit 10.2 to the Company's  Registration Statement on Form S-1
               (File No. 333-46541), filed February 19, 1998).

4.3            The Company's  Certificate of Incorporation,  in effect as of the
               date of this Registration Statement (incorporated by reference to
               Exhibit 3.1 to the Company's  Registration  Statement on Form S-1
               (File No. 333-46541), filed February 19, 1998).

4.4            By-Laws of the Company  (incorporated by reference to Exhibit 3.2
               to the  Company's  Registration  Statement  on Form S-1 (File No.
               333-46541), filed February 19, 1998).

5.1            Opinion of Gibbons, Del Deo, Dolan, Griffinger & Vecchione.

23.1           Consent of Ernst & Young LLP

23.2           Consent of Ernst & Young Chartered Accountants

23.3           Consent  of  Gibbons,  Del Deo,  Dolan,  Griffinger  &  Vecchione
               (included in Exhibit 5.1)

24.1           Powers of Attorney

Item 9.  Undertakings.

     The Company 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,
     represent  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 (1)(i) and (1)(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 the  Commission by the
Company  pursuant to Section 13 or Section 15(d) of the Securities  Exchange Act
of 1934, as amended,  that are  incorporated  by reference in this  registration
statement.

                                      -4-
(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 therein, 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.

     The  Company  hereby  undertakes  that,  for  purposes 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, as amended,  (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,  as  amended)  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.

     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 Company pursuant to the foregoing procedures,  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
Securities Act of 1933, as amended,  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  Securities
Act of 1933, as amended,  and will be governed by the final adjudication of such
issue.

                                      -5-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company 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 Jersey City, State of New Jersey,  on this 13 day of
May, 1998.

                                 CUNNINGHAM GRAPHICS INTERNATIONAL, INC.

                                 By:      /s/  Michael R. Cunningham
                                      ----------------------------------------
                                      Michael R. Cunningham
                                      Chairman, President and Chief Executive 
                                        Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
Signature                           Title                                  Date
---------                           -----                                  ----
/s/  Michael R. Cunningham          Chairman, President and Chief          May 13, 1998
----------------------------        Executive Officer             
Michael R. Cunningham               (Principal Executive Officer) 
                                    
/s/  Robert M. Okin                 Senior Vice President, Chief           May 13, 1998
----------------------------        Financial Officer and Treasurer    
Robert M. Okin                      (Principal Financial and Accounting
                                    Officer)                           
                                    

*/s/  James J. Cunningham           Director                               May 13, 1998
 --------------------------
 James J. Cunningham

*/s/  Gordon Mays                   Director                               May 13, 1998
----------------------------
 Gordon Mays

*/s/  Arnold Spinner                Director                               May 13, 1998
----------------------------
 Arnold Spinner

*/s/  Laurence Gerber               Director                               May 13, 1998
----------------------------
 Laurence Gerber

*/s/  Stanley J. Moss               Director                               May 13, 1998
----------------------------
 Stanley J. Moss

*By:/s/  Michael R. Cunningham
    ----------------------------
       Michael R. Cunningham
       Attorney-in-Fact
-6-
EXHIBIT INDEX

No.          Description                              Method of Filing
---          -----------                              ----------------

4.1    1998 Stock Option Plan                Filed by reference to Exhibit 4.1
                                             to Amendment No. 1 to the Company's
                                             Registration Statement on Form S-1
                                             (File No. 333-46541), filed April
                                             17, 1998

4.2    Directors' Stock Option Plan          Filed by  reference to Exhibit 10.2
                                             to the Company's Registration
                                             Statement on Form S-1 (File  No.
                                             333-46541), filed February 19, 1998

4.3    The Company's Certificate of          Filed by reference to Exhibit 3.1  
       Incorporation                         to the Company's Registration      
                                             Statement on Form S-1 (File No.    
                                             333-46541) filed February 19, 1998 

4.4    By-Laws of the Company                Filed by reference to Exhibit 3.2
                                             to the Company's Registration
                                             Statement on Form S-1 (File No.
                                             333-46541) filed February 19, 1998

5.1    Opinion of Gibbons, Del Deo, Dolan,   Filed with this Registration
       Griffinger & Vecchione                Statement

23.1   Consent of Ernst & Young LLP          Filed with this Registration
                                             Statement

23.2   Consent of Ernst & Young Chartered    Filed with this Registration 
       Accountants                           Statement

23.3   Consent of Gibbons, Del Deo, Dolan,   Included in Exhibit 5.1
       Griffinger & Vecchione

24.1   Powers of Attorney                    Filed with this Registration 
                                             Statement