<PAGE>
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 11, 1994

                                                       REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

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

                              MERRILL CORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
            <S>                                 <C>
                   MINNESOTA                        41-0946258
            (State of incorporation)             (I.R.S. Employer
                                                Identification No.)
</TABLE>

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

                               ONE MERRILL CIRCLE
                           ST. PAUL, MINNESOTA 55108
                                 (612) 646-4501
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)
                            ------------------------

                           1993 STOCK INCENTIVE PLAN
                           (Full title of the plans)
                            ------------------------

                             STEVEN J. MACHOV, ESQ.
                VICE PRESIDENT -- GENERAL COUNSEL AND SECRETARY
                              MERRILL CORPORATION
                               ONE MERRILL CIRCLE
                           ST. PAUL, MINNESOTA 55108
                                 (612) 646-4501
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)
                            ------------------------

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
           IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT
                            ------------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                     PROPOSED
                                                    PROPOSED          MAXIMUM
           TITLE OF                                  MAXIMUM         AGGREGATE        AMOUNT OF
       SECURITIES TO BE          AMOUNT TO BE    OFFERING PRICE      OFFERING       REGISTRATION
          REGISTERED            REGISTERED (1)    PER SHARE (2)      PRICE (2)           FEE
<S>                             <C>              <C>              <C>              <C>
Common Stock, par value $.01
 per share....................  500,000 shares       $27.75         $13,875,000        $4,785
<FN>
(1) In  addition, pursuant  to Rule  416 under  the Securities  Act of  1933, as
    amended, this  Registration Statement  includes an  indeterminate number  of
    additional shares as may be issuable as a result of anti-dilution provisions
    described herein.
(2) Estimated   solely  for  the  purpose  of  calculating  the  amount  of  the
    registration fee and calculated on the basis of the average between the high
    and low reported sales prices of the Registrant's Common Stock on March  10,
    1994  on the  national over-the-counter  market, as  reported by  the NASDAQ
    National Market System.
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The  following documents filed  with the Securities  and Exchange Commission
(the "Commission") are incorporated by reference in this Registration Statement:
(1) the Company's Annual Report on Form 10-K for the year ended January 31, 1993
(File No.  0-14082); (2)  all other  reports filed  by the  Company pursuant  to
Sections  13 or 15(d)  of the Securities  Exchange Act of  1934, as amended (the
"Exchange Act"),  since  January  31,  1993; and  (3)  the  description  of  the
Company's Common Stock contained in its Registration Statement on Form 8-A.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

    The description of the Company's Common Stock to be offered pursuant to this
Registration Statement has been incorporated by reference into this Registration
Statement as described in Item 3 of this Part II.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    The consolidated balance  sheets as  of January 31,  1993 and  1992 and  the
consolidated statements of operations, changes in shareholders' equity, and cash
flows  for  each  of the  three  years in  the  period ended  January  31, 1993,
incorporated by reference in this Registration Statement, have been incorporated
herein in reliance on the report of Coopers & Lybrand, independent  accountants,
given on the authority of that firm as experts in accounting and auditing.

    The  validity of the Common Stock being  offered hereby is being passed upon
for the Company by Oppenheimer Wolff & Donnelly, Minneapolis, Minnesota. Richard
G. Lareau, a partner of the  law firm, is a director  of the Company and, as  of
February  7, 1994, directly and beneficially owned 75,300 shares and indirectly,
an additional 5,000 shares of Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Minnesota Statute  Section  302A.521  provides  that  a  Minnesota  business
corporation   shall  indemnify  any  director,   officer,  or  employee  of  the
corporation made or threatened to be made a party to a proceeding, by reason  of
the  former or  present official  capacity (as  defined) of  the person, against
judgments, penalties, fines, settlements and reasonable expenses incurred by the
person in connection with the proceeding if certain statutory standards are met.
"Proceeding"  means  a  threatened,   pending  or  completed  civil,   criminal,
administrative,  arbitration or investigative proceeding, including one by or in
the right of the corporation. Section 302A.521 contains detailed terms regarding
such right  of indemnification  and reference  is made  thereto for  a  complete
statement of such indemnification rights.

    Article  X of the Company's Restated Articles of Incorporation provides that
directors, officers, employees and agents, past or present, of the Company,  and
persons  serving as such of another corporation  or entity at the request of the
Company, shall be indemnified by the Company to the fullest extent permitted  by
applicable state law.

    The   Company  maintains  directors'   and  officers'  liability  insurance,
including a reimbursement policy in favor of the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    No securities are to  be reoffered or resold  pursuant to this  Registration
Statement.

                                      II-1
<PAGE>
ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>
  EXHIBIT
    NO.                                                     DESCRIPTION
- -----------  ---------------------------------------------------------------------------------------------------------
<C>          <S>
       4.1   Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to the
              Company's Registration Statement on Form S-1 (File No. 33-4062)).
       4.2   Amendments to Articles of Incorporation as of June 20, 1986 and March 27, 1987 (incorporated by reference
              to Exhibit 3.2 to the Company's Annual Report on Form 10-K for fiscal year ended January 31, 1987 (File
              No. 0-14082)).
       4.3   Restated Bylaws of the Company (incorporated by reference to Exhibit 3.3 to the Company's Annual Report
              on Form 10-K for fiscal year ended January 31, 1990 (File No. 0-14082)).
       5.1   Opinion and Consent of Oppenheimer Wolff & Donnelly.
      23.1   Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1).
      23.2   Consent of Coopers & Lybrand, Independent Accountants.
      24.1   Power of Attorney (included on page II-4 of this Registration Statement).
      99.1   1993 Stock Incentive Plan (incorporated by reference to Exhibit 10.8 to the Company's Annual Report on
              Form 10-K for the fiscal year ended January 31, 1993 (File No. 0-14082)).
</TABLE>

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;

           (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 by the  registrant
    pursuant  to Section 13 or  Section 15(d) of the  Securities Exchange Act of
    1934 that are incorporated by reference in the registration statement.

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

        (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, each filing of  the
registrant's  annual report  pursuant to Section  13(a) or Section  15(d) of the
Securities Exchange  Act of  1934  (and, where  applicable,  each filing  of  an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities Exchange Act of

                                      II-2
<PAGE>
1934) that is incorporated by reference  in the registration statement shall  be
deemed  to be  a new registration  statement relating to  the securities offered
therein, and the offering of such securities at that time shall be deemed to  be
the initial bona fide offering thereof.

    (h)  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted  to directors, officers and controlling persons  of
the  registrant pursuant to the foregoing provisions, or otherwise, except as to
certain insurance policies, 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.

                                      II-3
<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 St. Paul, State of Minnesota, on March 11, 1994.

<TABLE>
<S>                    <C>
(REGISTRANT)           MERRILL CORPORATION
BY (SIGNATURE)
(NAME AND TITLE)       John W. Castro, President and Chief Executive Officer
(DATE)                 March 11, 1994
</TABLE>

                               POWER OF ATTORNEY

    KNOW  ALL MEN  BY THESE PRESENTS,  that each person  whose signature appears
below constitutes and appoints John W. Castro and John B. McCain and each or any
one of  them, his  true and  lawful attorneys-in-fact  and agents,  each  acting
alone,  with full powers of substitution and  resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or 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 said
attorneys-in-fact and agents, each acting alone, full power and authority to  do
and  perform each and every  act and thing requisite or  necessary to be done in
and about the  premises, as fully  to all intents  and purposes as  he might  or
could   do  in   person,  hereby   ratifying  and   confirming  all   that  said
attorneys-in-fact  and  agents,  each  acting   alone,  or  his  substitute   or
substitutes, may lawfully do or cause to be done by virtue thereof.

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

<TABLE>
<S>                    <C>
BY (SIGNATURE)         John W. Castro, President and Chief Executive Officer (Principal
(NAME AND TITLE)       Executive Officer) and Director
(DATE)                 March 11, 1994
                       John B. McCain, Vice President -- Finance, Chief Financial
BY (SIGNATURE)         Officer and Treasurer (Principal Financial and Accounting
(NAME AND TITLE)       Officer)
(DATE)                 March 11, 1994
BY (SIGNATURE)
(NAME AND TITLE)       Kenneth F. Merrill, Director
(DATE)                 March 11, 1994
BY (SIGNATURE)
(NAME AND TITLE)       Robert F. Nienhouse, Director
(DATE)                 March 11, 1994
BY (SIGNATURE)
(NAME AND TITLE)       Richard G. Lareau, Director
(DATE)                 March 11, 1994
BY (SIGNATURE)
(NAME AND TITLE)       Paul G. Miller, Director
(DATE)                 March 11, 1994
BY (SIGNATURE)
(NAME AND TITLE)       Rick R. Atterbury, Director
(DATE)                 March 11, 1994
BY (SIGNATURE)
(NAME AND TITLE)       Ronald N. Hoge, Director
(DATE)                 March 11, 1994
</TABLE>

                                      II-4
<PAGE>
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
  EXHIBIT                                                                                         PAGE
- -----------                                                                        ----------------------------------
<C>          <S>                                                                   <C>
       4.1   Articles of Incorporation of the Company (incorporated by reference
              to Exhibit 3.1 to the Company's Registration Statement on Form S-1
              (File No. 33-4062)).
       4.2   Amendments to Articles of Incorporation as of June 20, 1986 and
              March 27, 1987 (incorporated by reference to Exhibit 3.2 to the
              Company's Annual Report on Form 10-K for fiscal year ended January
              31, 1987
              (File No. 0-14082)).
       4.3   Restated Bylaws of the Company (incorporated by reference to Exhibit
              3.3 to the Company's Annual Report on Form 10-K for fiscal year
              ended January 31, 1990 (File No. 0-14082)).
       5.1   Opinion and Consent of Oppenheimer Wolff & Donnelly.................    Filed herewith electronically.
      23.1   Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1).
      23.2   Consent of Coopers & Lybrand, Independent
              Accountants........................................................    Filed herewith electronically.
      24.1   Power of Attorney (included on page II-4 of this Registration
              Statement).
      99.1   1993 Stock Incentive Plan (incorporated by reference to Exhibit 10.8
              to the Company's Annual Report on Form 10-K for the fiscal year
              ended January 31, 1993 (File No. 0-14082)).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 18256}]
{"company-data": {"conformed-name": "MERRILL CORP", "cik": "0000790406", "assigned-sic": "2750", "irs-number": "410946258", "state-of-incorporation": "MN", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-52623", "film-number": "94515568"}, "business-address": {"street1": "ONE MERRILL CIRCLE", "street2": "ENERGY PARK", "city": "ST PAUL", "state": "MN", "zip": "55108", "phone": "6126464501"}, "former-company": {"former-conformed-name": "MERRILL CORP/FA", "date-changed": "19930915"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 11, 1994

                                                       REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

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

                              MERRILL CORPORATION
             (Exact name of registrant as specified in its charter)
MINNESOTA                        41-0946258
            (State of incorporation)             (I.R.S. Employer
                                                Identification No.)
------------------------

                               ONE MERRILL CIRCLE
                           ST. PAUL, MINNESOTA 55108
                                 (612) 646-4501
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)
                            ------------------------

                           1993 STOCK INCENTIVE PLAN
                           (Full title of the plans)
                            ------------------------

                             STEVEN J. MACHOV, ESQ.
                VICE PRESIDENT -- GENERAL COUNSEL AND SECRETARY
                              MERRILL CORPORATION
                               ONE MERRILL CIRCLE
                           ST. PAUL, MINNESOTA 55108
                                 (612) 646-4501
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)
                            ------------------------

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
           IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT
                            ------------------------

                        CALCULATION OF REGISTRATION FEE
PROPOSED
                                                    PROPOSED          MAXIMUM
           TITLE OF                                  MAXIMUM         AGGREGATE        AMOUNT OF
       SECURITIES TO BE          AMOUNT TO BE    OFFERING PRICE      OFFERING       REGISTRATION
          REGISTERED            REGISTERED (1)    PER SHARE (2)      PRICE (2)           FEE
Common Stock, par value $.01
 per share....................  500,000 shares       $27.75         $13,875,000        $4,785
(1) In  addition, pursuant  to Rule  416 under  the Securities  Act of  1933, as
    amended, this  Registration Statement  includes an  indeterminate number  of
    additional shares as may be issuable as a result of anti-dilution provisions
    described herein.
(2) Estimated   solely  for  the  purpose  of  calculating  the  amount  of  the
    registration fee and calculated on the basis of the average between the high
    and low reported sales prices of the Registrant's Common Stock on March  10,
    1994  on the  national over-the-counter  market, as  reported by  the NASDAQ
    National Market System.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The  following documents filed  with the Securities  and Exchange Commission
(the "Commission") are incorporated by reference in this Registration Statement:
(1) the Company's Annual Report on Form 10-K for the year ended January 31, 1993
(File No.  0-14082); (2)  all other  reports filed  by the  Company pursuant  to
Sections  13 or 15(d)  of the Securities  Exchange Act of  1934, as amended (the
"Exchange Act"),  since  January  31,  1993; and  (3)  the  description  of  the
Company's Common Stock contained in its Registration Statement on Form 8-A.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

    The description of the Company's Common Stock to be offered pursuant to this
Registration Statement has been incorporated by reference into this Registration
Statement as described in Item 3 of this Part II.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

    The consolidated balance  sheets as  of January 31,  1993 and  1992 and  the
consolidated statements of operations, changes in shareholders' equity, and cash
flows  for  each  of the  three  years in  the  period ended  January  31, 1993,
incorporated by reference in this Registration Statement, have been incorporated
herein in reliance on the report of Coopers & Lybrand, independent  accountants,
given on the authority of that firm as experts in accounting and auditing.

    The  validity of the Common Stock being  offered hereby is being passed upon
for the Company by Oppenheimer Wolff & Donnelly, Minneapolis, Minnesota. Richard
G. Lareau, a partner of the  law firm, is a director  of the Company and, as  of
February  7, 1994, directly and beneficially owned 75,300 shares and indirectly,
an additional 5,000 shares of Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Minnesota Statute  Section  302A.521  provides  that  a  Minnesota  business
corporation   shall  indemnify  any  director,   officer,  or  employee  of  the
corporation made or threatened to be made a party to a proceeding, by reason  of
the  former or  present official  capacity (as  defined) of  the person, against
judgments, penalties, fines, settlements and reasonable expenses incurred by the
person in connection with the proceeding if certain statutory standards are met.
"Proceeding"  means  a  threatened,   pending  or  completed  civil,   criminal,
administrative,  arbitration or investigative proceeding, including one by or in
the right of the corporation. Section 302A.521 contains detailed terms regarding
such right  of indemnification  and reference  is made  thereto for  a  complete
statement of such indemnification rights.

    Article  X of the Company's Restated Articles of Incorporation provides that
directors, officers, employees and agents, past or present, of the Company,  and
persons  serving as such of another corporation  or entity at the request of the
Company, shall be indemnified by the Company to the fullest extent permitted  by
applicable state law.

    The   Company  maintains  directors'   and  officers'  liability  insurance,
including a reimbursement policy in favor of the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    No securities are to  be reoffered or resold  pursuant to this  Registration
Statement.

                                      II-1
ITEM 8.  EXHIBITS.
EXHIBIT
    NO.                                                     DESCRIPTION
- -----------  ---------------------------------------------------------------------------------------------------------
4.1   Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to the
              Company's Registration Statement on Form S-1 (File No. 33-4062)).
       4.2   Amendments to Articles of Incorporation as of June 20, 1986 and March 27, 1987 (incorporated by reference
              to Exhibit 3.2 to the Company's Annual Report on Form 10-K for fiscal year ended January 31, 1987 (File
              No. 0-14082)).
       4.3   Restated Bylaws of the Company (incorporated by reference to Exhibit 3.3 to the Company's Annual Report
              on Form 10-K for fiscal year ended January 31, 1990 (File No. 0-14082)).
       5.1   Opinion and Consent of Oppenheimer Wolff & Donnelly.
      23.1   Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1).
      23.2   Consent of Coopers & Lybrand, Independent Accountants.
      24.1   Power of Attorney (included on page II-4 of this Registration Statement).
      99.1   1993 Stock Incentive Plan (incorporated by reference to Exhibit 10.8 to the Company's Annual Report on
              Form 10-K for the fiscal year ended January 31, 1993 (File No. 0-14082)).
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;

           (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 by the  registrant
    pursuant  to Section 13 or  Section 15(d) of the  Securities Exchange Act of
    1934 that are incorporated by reference in the registration statement.

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

        (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, each filing of  the
registrant's  annual report  pursuant to Section  13(a) or Section  15(d) of the
Securities Exchange  Act of  1934  (and, where  applicable,  each filing  of  an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities Exchange Act of

                                      II-2
1934) that is incorporated by reference  in the registration statement shall  be
deemed  to be  a new registration  statement relating to  the securities offered
therein, and the offering of such securities at that time shall be deemed to  be
the initial bona fide offering thereof.

    (h)  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted  to directors, officers and controlling persons  of
the  registrant pursuant to the foregoing provisions, or otherwise, except as to
certain insurance policies, 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.

                                      II-3
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 St. Paul, State of Minnesota, on March 11, 1994.
(REGISTRANT)           MERRILL CORPORATION
BY (SIGNATURE)
(NAME AND TITLE)       John W. Castro, President and Chief Executive Officer
(DATE)                 March 11, 1994
POWER OF ATTORNEY

    KNOW  ALL MEN  BY THESE PRESENTS,  that each person  whose signature appears
below constitutes and appoints John W. Castro and John B. McCain and each or any
one of  them, his  true and  lawful attorneys-in-fact  and agents,  each  acting
alone,  with full powers of substitution and  resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or 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 said
attorneys-in-fact and agents, each acting alone, full power and authority to  do
and  perform each and every  act and thing requisite or  necessary to be done in
and about the  premises, as fully  to all intents  and purposes as  he might  or
could   do  in   person,  hereby   ratifying  and   confirming  all   that  said
attorneys-in-fact  and  agents,  each  acting   alone,  or  his  substitute   or
substitutes, may lawfully do or cause to be done by virtue thereof.

    Pursuant   to  the  requirements  of  the   Securities  Act  of  1933,  this
Registration Statement has been signed by the following persons on the dates and
in the capacities indicated.
BY (SIGNATURE)         John W. Castro, President and Chief Executive Officer (Principal
(NAME AND TITLE)       Executive Officer) and Director
(DATE)                 March 11, 1994
                       John B. McCain, Vice President -- Finance, Chief Financial
BY (SIGNATURE)         Officer and Treasurer (Principal Financial and Accounting
(NAME AND TITLE)       Officer)
(DATE)                 March 11, 1994
BY (SIGNATURE)
(NAME AND TITLE)       Kenneth F. Merrill, Director
(DATE)                 March 11, 1994
BY (SIGNATURE)
(NAME AND TITLE)       Robert F. Nienhouse, Director
(DATE)                 March 11, 1994
BY (SIGNATURE)
(NAME AND TITLE)       Richard G. Lareau, Director
(DATE)                 March 11, 1994
BY (SIGNATURE)
(NAME AND TITLE)       Paul G. Miller, Director
(DATE)                 March 11, 1994
BY (SIGNATURE)
(NAME AND TITLE)       Rick R. Atterbury, Director
(DATE)                 March 11, 1994
BY (SIGNATURE)
(NAME AND TITLE)       Ronald N. Hoge, Director
(DATE)                 March 11, 1994
II-4
INDEX TO EXHIBITS
EXHIBIT                                                                                         PAGE
- -----------                                                                        ----------------------------------
4.1   Articles of Incorporation of the Company (incorporated by reference
              to Exhibit 3.1 to the Company's Registration Statement on Form S-1
              (File No. 33-4062)).
       4.2   Amendments to Articles of Incorporation as of June 20, 1986 and
              March 27, 1987 (incorporated by reference to Exhibit 3.2 to the
              Company's Annual Report on Form 10-K for fiscal year ended January
              31, 1987
              (File No. 0-14082)).
       4.3   Restated Bylaws of the Company (incorporated by reference to Exhibit
              3.3 to the Company's Annual Report on Form 10-K for fiscal year
              ended January 31, 1990 (File No. 0-14082)).
       5.1   Opinion and Consent of Oppenheimer Wolff & Donnelly.................    Filed herewith electronically.
      23.1   Consent of Oppenheimer Wolff & Donnelly (included in Exhibit 5.1).
      23.2   Consent of Coopers & Lybrand, Independent
              Accountants........................................................    Filed herewith electronically.
      24.1   Power of Attorney (included on page II-4 of this Registration
              Statement).
      99.1   1993 Stock Incentive Plan (incorporated by reference to Exhibit 10.8
              to the Company's Annual Report on Form 10-K for the fiscal year
              ended January 31, 1993 (File No. 0-14082)).