Registration No. 33-       
                                                                           

                       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
                            (Full title of the plan)

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

   <TABLE>
                         CALCULATION OF REGISTRATION FEE
   <CAPTION>

                                                                    Proposed Maximum
         Title of                 Amount         Proposed Maximum       Aggregate
      Securities to be             to be           Offering Price        Offering          Amount of
         Registered              Registered          Per Share             Price        Registration Fee
    <S>                           <C>               <C>              <C>                   <C>
    Common Stock,                 1,000,000
     $.10 par value               shares            $36-1/8(1)       $36,125,000(1)        $12,457

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


   <FN>
   (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 Nasdaq
            Stock Market on August 4, 1995.
   (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.

   </TABLE>

   <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
   December 31, 1994, which includes certified financial statements as of and
   for the year ended December 31, 1994.

             2.   The Company's Quarterly Report on Form 10-Q for the quarter
   ended April 1, 1995.

             3.   The description of the Company's Common Stock contained in
   Item 1 of the Company's Registration Statement on Form 8-A, dated
   April 13, 1972, as amended by the Company's filings on Form 8, dated
   July 31, 1972 and August 4, 1986, and Form 8-A/A, dated November 10, 1994,
   and any other amendment or report filed for the purpose of updating such
   description.

             4.   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 5, 1991, including 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 partner in the firm of Foley & Lardner, is a director
   of the Company.  As of August 1, 1995, Foley & Lardner attorneys who
   participated in the preparation of this Registration Statement, including
   Mr. Kubale, beneficially owned 12,550 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.

   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(c) to Banta Corporation's
                       Annual Report on Form 10-K for the year
                       ended December 31, 1994)

    (4.3)              Rights Agreement, dated as of October
                       29, 1991, between Banta Corporation and
                       First Wisconsin Trust Company (n/k/a
                       Firstar Trust Company), 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

    (4.5)              Form of Stock Option Agreement for Non-
                       Employee Directors for use under the
                       1995 Equity Incentive Plan

    (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)

   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 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>
                                   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
   August 7, 1995.

                                      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


    /s/ Donald D. Belcher       Chairman of the Board,
    Donald D. Belcher           President, Chief
                                Executive Officer and    August 7, 1995
                                Director

    /s/ Gerald A. Henseler      Executive Vice
    Gerald A. Henseler          President, Chief
                                Financial Officer and    August 7, 1995
                                Director

    /s/ Robert A. Kreider       Treasurer                August 7, 1995
    Robert A. Kreider


    /s/ Barry K. Allen                  Director         August 7, 1995
    Barry K. Allen


    /s/ Jameson A. Baxter               Director         August 7, 1995
    Jameson A. Baxter


    /s/ George T. Brophy                Director         August 7, 1995
    George T. Brophy


    /s/ William J. Cadogan              Director         August 7, 1995
    William J. Cadogan


    /s/ Richard L.                      Director         August 7, 1995
      Gunderson            
    Richard L. Gunderson


    /s/ Bernard S. Kubale               Director         August 7, 1995
    Bernard S. Kubale


    /s/ Donald Taylor                   Director         August 7, 1995
    Donald Taylor


    /s/ Allan J.                        Director         August 7, 1995
      Williamson           
    Allan J. Williamson


   <PAGE>
                                  EXHIBIT INDEX

                  BANTA CORPORATION 1995 EQUITY INCENTIVE PLAN


    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(c)
                 to Banta Corporation's Annual Report on
                 Form 10-K for the year ended December 31,
                 1994)

    (4.3)        Rights Agreement, dated as of October 29,
                 1991, between Banta Corporation and First
                 Wisconsin Trust Company (n/k/a Firstar
                 Trust Company), 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

    (4.5)        Form of Stock Option Agreement for Non-
                 Employee Directors for use under the 1995
                 Equity Incentive Plan

    (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)
[{"type": "S-8", "sequence": "1", "description": "BANTA CORPORATION FORM S-8", "secsgml_size_bytes": 19482}]
Registration No. 33-       
                                                                           

                       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
                            (Full title of the plan)

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

   
                         CALCULATION OF REGISTRATION FEE
Proposed Maximum
         Title of                 Amount         Proposed Maximum       Aggregate
      Securities to be             to be           Offering Price        Offering          Amount of
         Registered              Registered          Per Share             Price        Registration Fee
Common Stock,                 1,000,000
     $.10 par value               shares            $36-1/8(1)       $36,125,000(1)        $12,457

    Common Stock Purchase         1,000,000
    Rights                        rights                (2)                (2)               (2)
(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 Nasdaq
            Stock Market on August 4, 1995.
   (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.
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
   December 31, 1994, which includes certified financial statements as of and
   for the year ended December 31, 1994.

             2.   The Company's Quarterly Report on Form 10-Q for the quarter
   ended April 1, 1995.

             3.   The description of the Company's Common Stock contained in
   Item 1 of the Company's Registration Statement on Form 8-A, dated
   April 13, 1972, as amended by the Company's filings on Form 8, dated
   July 31, 1972 and August 4, 1986, and Form 8-A/A, dated November 10, 1994,
   and any other amendment or report filed for the purpose of updating such
   description.

             4.   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 5, 1991, including 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 partner in the firm of Foley & Lardner, is a director
   of the Company.  As of August 1, 1995, Foley & Lardner attorneys who
   participated in the preparation of this Registration Statement, including
   Mr. Kubale, beneficially owned 12,550 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.

   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(c) to Banta Corporation's
                       Annual Report on Form 10-K for the year
                       ended December 31, 1994)

    (4.3)              Rights Agreement, dated as of October
                       29, 1991, between Banta Corporation and
                       First Wisconsin Trust Company (n/k/a
                       Firstar Trust Company), 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

    (4.5)              Form of Stock Option Agreement for Non-
                       Employee Directors for use under the
                       1995 Equity Incentive Plan

    (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)

   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 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.
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
   August 7, 1995.

                                      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

    /s/ Donald D. Belcher       Chairman of the Board,
    Donald D. Belcher           President, Chief
                                Executive Officer and    August 7, 1995
                                Director

    /s/ Gerald A. Henseler      Executive Vice
    Gerald A. Henseler          President, Chief
                                Financial Officer and    August 7, 1995
                                Director

    /s/ Robert A. Kreider       Treasurer                August 7, 1995
    Robert A. Kreider

    /s/ Barry K. Allen                  Director         August 7, 1995
    Barry K. Allen

    /s/ Jameson A. Baxter               Director         August 7, 1995
    Jameson A. Baxter

    /s/ George T. Brophy                Director         August 7, 1995
    George T. Brophy

    /s/ William J. Cadogan              Director         August 7, 1995
    William J. Cadogan

    /s/ Richard L.                      Director         August 7, 1995
      Gunderson            
    Richard L. Gunderson

    /s/ Bernard S. Kubale               Director         August 7, 1995
    Bernard S. Kubale

    /s/ Donald Taylor                   Director         August 7, 1995
    Donald Taylor

    /s/ Allan J.                        Director         August 7, 1995
      Williamson           
    Allan J. Williamson
EXHIBIT INDEX

                  BANTA CORPORATION 1995 EQUITY INCENTIVE PLAN

    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(c)
                 to Banta Corporation's Annual Report on
                 Form 10-K for the year ended December 31,
                 1994)

    (4.3)        Rights Agreement, dated as of October 29,
                 1991, between Banta Corporation and First
                 Wisconsin Trust Company (n/k/a Firstar
                 Trust Company), 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

    (4.5)        Form of Stock Option Agreement for Non-
                 Employee Directors for use under the 1995
                 Equity Incentive Plan

    (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)