As filed with the Securities and Exchange Commission on December 18, 1998. 
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

                        CADMUS COMMUNICATIONS CORPORATION
               (Exact name of issuer as specified in its charter)

           VIRGINIA                                               54-1274108
(State or other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                        6620 West Broad Street, Suite 240
                            Richmond, Virginia 23230
          (Address, of principal executive offices, including zip code)


               1997 Non-Employee Director Stock Compensation Plan
                            (Full title of the Plan)

         BRUCE V. THOMAS                                     Copy to:
    Senior Vice President and                           JEAN PENICK WATKINS
     Chief Financial Officer                         Mays & Valentine, L.L.P.
Cadmus Communications Corporation                 NationsBank Center, 22nd Floor
6620 West Broad Street, Suite 240                         P. O. Box 1122
    Richmond, Virginia  23230                     Richmond, Virginia  23218-1122
         (804) 287-5680                                   (804) 697-1297
(Name, address and telephone number 
      of agent for service)
                                  ------------

    Approximate date of proposed commencement of sales pursuant to the Plan:
                Upon effectiveness of this Registration Statement
<TABLE>
                                            CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
<CAPTION>
             Title of                                      Proposed Maximum     Proposed Maximum        Amount of
         Securities To Be              Amount to be         Offering Price           Aggregate       Registration Fee
            Registered                  Registered            Per Share*          Offering Price*
-----------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                      <C>                  <C>                 <C>    
Common Stock, $.50 Par Value(1)        60,000 shares            $16.25               $975,000            $271.05
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
   *Estimated  solely  for the  purpose  of  calculating  the  registration  fee
   pursuant to Rule 457(h) on the basis of $16.25 per share,  the average of the
   high and low prices of the shares on December  14,  1998.  (1) Also  includes
   associated  Series A Junior  Participating  Preferred  Stock Purchase  Rights
   which are not currently separable from the shares of Common Stock and are not
   currently exercisable.

================================================================================
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not required to be filed with the  Securities  and Exchange  Commission
(the "Commission").

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed with the Commission.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.



         The following documents filed by Cadmus Communications Corporation (the
"Company"  or the  "Registrant")  with the  Commission  are hereby  incorporated
herein by reference:

         (a) The  Company's  Annual  Report on Form 10-K for the year ended June
30, 1998,  filed pursuant to Section 13 of the  Securities  Exchange Act of 1934
(the "Exchange Act" or the "1934 Act"); and

         (b) The  Company's  Current  Report on Form 8-K dated  October 22, 1998
filed pursuant to Section 13 of the 1934 Act; and

         (c) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
September 30, 1998 filed pursuant to Section 13 of the 1934 Act; and

         (d) The Company's  Current  Report on Form 8-K dated  November 12, 1998
filed pursuant to Section 13 of the 1934 Act; and

         (e) The  description  of the  Company's  Common Stock  contained in the
Company's  registration  statement on Form 8-A and any amendment or report filed
subsequent thereto for the purpose of updating such description.

         All documents filed by the Company after the date of this  Registration
Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior
to the  filing  of a  post-effective  amendment  which  indicates  that  all the
Company's  Common Stock offered hereby has been sold or which  deregisters  such
Common Stock then remaining unsold, shall be deemed to be incorporated herein by
reference  and to be a part hereof from the date of filing such  documents.  Any
statement  contained in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

                                      II-1
<PAGE>

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         As permitted by Virginia law, the Restated Articles of Incorporation of
the  Registrant  eliminate  the  liability  of  officers  and  directors  to the
Registrant  or it  shareholders  for  monetary  damages  except for  liabilities
resulting from such persons  having  engaged in willful  misconduct or a knowing
violation  of the  criminal  law or any  federal or state  securities  law.  The
Amended and  Restated  Articles of  Incorporation  of the  Registrant  eliminate
director and officer liability to the Company or its shareholders to the fullest
extent permitted under Virginia corporate law, as now or hereafter in effect.

         Virginia   corporate  law  permits,   and  the  Restated   Articles  of
Incorporation require, indemnification of the Registrant's directors against all
liabilities imposed or asserted against them by reason of having been a director
of the Registrant (including derivative actions),  except in the case of willful
misconduct or a knowing  violation of the criminal law. The Restated Articles of
Incorporation  also permit the  Registrant to indemnify  officers,  employees or
agents of the  Registrant to the same extent as is mandated for  directors.  The
Restated Articles of Incorporation  require  indemnification  of directors,  and
permit  indemnification  of  officers,  to the fullest  extent  permitted  under
Virginia corporate law, as now or hereafter in effect.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         (a)      An index of Exhibits appears at page II-7 hereof.

                                      II-2
<PAGE>

Item 9.  Undertakings.

                  (1)      The undersigned hereby undertakes:

                           a. To file,  during  any  period  in which  offers or
                  sales  are  being  made,  a  post-effective  amendment  to the
                  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,  represent a fundamental  change
                           in the  information  set  forth  in the  registration
                           statement; and

                                    (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)(i) and (a)(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 Exchange Act that are  incorporated
                  by reference in the registration statement;

                           b. 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; and

                           c.  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.

                  (2) The undersigned  hereby  undertakes  that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of its annual report  pursuant to Section 13(a) or Section 15(d) of the
         Exchange Act (and where  applicable each filing of an employee  benefit
         plan's  annual  report  pursuant to Section  15(d) of the Exchange Act)
         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.

                  (3) Insofar as indemnification  for liabilities  arising under
         the Securities Act of 1933 may be permitted to directors,  officers and
         controlling  persons of the undersigned  pursuant to the provisions set
         forth in Item 6 or otherwise,  the undersigned has been advised that in
         the opinion of the Commission  such  indemnification  is against public
         policy as expressed in the  Securities  Act of 1933 and is,  therefore,
         unenforceable.  In the event that a claim for  indemnification  against
         such liability  (other than the payment by the  undersigned of expenses

                                      II-3
<PAGE>

         incurred or paid by a director,  officer or  controlling  person of the
         undersigned  in  the  successful   defense  of  any  action,   suit  or
         proceeding) is asserted by such director, officer or controlling person
         in connection  with the securities  registered  under the  registration
         statement,  the undersigned  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 and will be governed by the final adjudication of such issue.


                                      II-4
<PAGE>
<TABLE>
                                   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 Richmond,  Commonwealth of Virginia, on the 17th day
of December, 1998.

                                 CADMUS COMMUNICATIONS CORPORATION


                                 By /s/ C. Stephenson Gillispie, Jr.
                                   --------------------------------------------
                                     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 indicated on the 17th day of December, 1998.
<CAPTION>
                  Signature                                                   Title
                  ---------                                                   -----

<S> <C>
/s/    C. Stephenson Gillispie, Jr.                           Director, Chairman of the Board, President
------------------------------------------                    and Chief Executive Officer
         C. Stephenson Gillispie, Jr.                             (Principal Executive Officer)
                                     

/s/   Bruce V. Thomas                                         Senior Vice President and Chief
------------------------------------------                    Financial Officer
      Bruce V. Thomas                                             (Principal Financial and Accounting
                                                                   Officer)
                                          
</TABLE>

Frank Daniels, III, G. Waddy Garrett,
Jeanne M. Liedtka, John D. Munford, II,
John C. Purnell, Jr., Jerry I. Reitman,
Russell M. Robinson, II, John W. Rosenblum,
Wallace Stettinius, Bruce A. Walker,
David G. Wilson, Jr.                                          Directors


       By:  /s/ Bruce V. Thomas           
          -------------------------------------
              Bruce V. Thomas
             (Attorney-in-Fact)


                                      II-5
<PAGE>

                                  EXHIBIT INDEX

Exhibit 4.1           Restated Articles of Cadmus Communications Corporation, as
                      amended, incorporated herein by reference from Exhibit 3.1
                      of the Form 10-K for the fiscal year ended June 30, 1993.

Exhibit 4.2           Restated  Bylaws  of  Cadmus  Communications  Corporation,
                      incorporated  herein by reference  from Exhibit 3.2 of the
                      Form 10-Q for the  quarterly  period  ended  December  31,
                      1997.

Exhibit 4.3           1997  Non-Employee   Director  Stock   Compensation  Plan,
                      incorporated  herein by reference from Exhibit 10.5 of the
                      Form 10-K for the fiscal year ended June 30, 1998.

Exhibit 5             Opinion of Mays &  Valentine  L.L.P.  with  respect to the
                      validity of the Common Stock, filed herewith.

Exhibit 23.1          Consent of Mays &  Valentine  L.L.P.,  contained  in their
                      opinion filed as Exhibit 5 hereto.

Exhibit 23.2          Consent  of  Arthur  Andersen  LLP,   Independent   Public
                      Accountants, filed herewith.

Exhibit 24            Powers of Attorney of directors  of Cadmus  Communications
                      Corporation, filed herewith.
[{"type": "S-8", "sequence": "1", "description": "NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN", "secsgml_size_bytes": 16636}]
{"company-data": {"conformed-name": "CADMUS COMMUNICATIONS CORP/NEW", "cik": "0000745274", "assigned-sic": "2750", "irs-number": "541274108", "state-of-incorporation": "VA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69183", "film-number": "98771666"}, "business-address": {"street1": "6620 W BROAD ST", "street2": "STE 240", "city": "RICHMOND", "state": "VA", "zip": "23230", "phone": "8042875680"}, "mail-address": {"street1": "6620 W BROAD ST", "street2": "SUITE 240", "city": "RICHMOND", "state": "VA", "zip": "23230"}, "former-company": {"former-conformed-name": "NEW HOLDING CO", "date-changed": "19840729"}}
As filed with the Securities and Exchange Commission on December 18, 1998. 
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

                        CADMUS COMMUNICATIONS CORPORATION
               (Exact name of issuer as specified in its charter)

           VIRGINIA                                               54-1274108
(State or other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                        6620 West Broad Street, Suite 240
                            Richmond, Virginia 23230
          (Address, of principal executive offices, including zip code)

               1997 Non-Employee Director Stock Compensation Plan
                            (Full title of the Plan)

         BRUCE V. THOMAS                                     Copy to:
    Senior Vice President and                           JEAN PENICK WATKINS
     Chief Financial Officer                         Mays & Valentine, L.L.P.
Cadmus Communications Corporation                 NationsBank Center, 22nd Floor
6620 West Broad Street, Suite 240                         P. O. Box 1122
    Richmond, Virginia  23230                     Richmond, Virginia  23218-1122
         (804) 287-5680                                   (804) 697-1297
(Name, address and telephone number 
      of agent for service)
                                  ------------

    Approximate date of proposed commencement of sales pursuant to the Plan:
                Upon effectiveness of this Registration Statement

                                            CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------
Title of                                      Proposed Maximum     Proposed Maximum        Amount of
         Securities To Be              Amount to be         Offering Price           Aggregate       Registration Fee
            Registered                  Registered            Per Share*          Offering Price*
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $.50 Par Value(1)        60,000 shares            $16.25               $975,000            $271.05
-----------------------------------------------------------------------------------------------------------------------
*Estimated  solely  for the  purpose  of  calculating  the  registration  fee
   pursuant to Rule 457(h) on the basis of $16.25 per share,  the average of the
   high and low prices of the shares on December  14,  1998.  (1) Also  includes
   associated  Series A Junior  Participating  Preferred  Stock Purchase  Rights
   which are not currently separable from the shares of Common Stock and are not
   currently exercisable.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not required to be filed with the  Securities  and Exchange  Commission
(the "Commission").

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed with the Commission.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by Cadmus Communications Corporation (the
"Company"  or the  "Registrant")  with the  Commission  are hereby  incorporated
herein by reference:

         (a) The  Company's  Annual  Report on Form 10-K for the year ended June
30, 1998,  filed pursuant to Section 13 of the  Securities  Exchange Act of 1934
(the "Exchange Act" or the "1934 Act"); and

         (b) The  Company's  Current  Report on Form 8-K dated  October 22, 1998
filed pursuant to Section 13 of the 1934 Act; and

         (c) The Company's  Quarterly  Report on Form 10-Q for the quarter ended
September 30, 1998 filed pursuant to Section 13 of the 1934 Act; and

         (d) The Company's  Current  Report on Form 8-K dated  November 12, 1998
filed pursuant to Section 13 of the 1934 Act; and

         (e) The  description  of the  Company's  Common Stock  contained in the
Company's  registration  statement on Form 8-A and any amendment or report filed
subsequent thereto for the purpose of updating such description.

         All documents filed by the Company after the date of this  Registration
Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior
to the  filing  of a  post-effective  amendment  which  indicates  that  all the
Company's  Common Stock offered hereby has been sold or which  deregisters  such
Common Stock then remaining unsold, shall be deemed to be incorporated herein by
reference  and to be a part hereof from the date of filing such  documents.  Any
statement  contained in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

                                      II-1
Item 4.  Description of Securities.

         Not applicable.

Item 5.  Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         As permitted by Virginia law, the Restated Articles of Incorporation of
the  Registrant  eliminate  the  liability  of  officers  and  directors  to the
Registrant  or it  shareholders  for  monetary  damages  except for  liabilities
resulting from such persons  having  engaged in willful  misconduct or a knowing
violation  of the  criminal  law or any  federal or state  securities  law.  The
Amended and  Restated  Articles of  Incorporation  of the  Registrant  eliminate
director and officer liability to the Company or its shareholders to the fullest
extent permitted under Virginia corporate law, as now or hereafter in effect.

         Virginia   corporate  law  permits,   and  the  Restated   Articles  of
Incorporation require, indemnification of the Registrant's directors against all
liabilities imposed or asserted against them by reason of having been a director
of the Registrant (including derivative actions),  except in the case of willful
misconduct or a knowing  violation of the criminal law. The Restated Articles of
Incorporation  also permit the  Registrant to indemnify  officers,  employees or
agents of the  Registrant to the same extent as is mandated for  directors.  The
Restated Articles of Incorporation  require  indemnification  of directors,  and
permit  indemnification  of  officers,  to the fullest  extent  permitted  under
Virginia corporate law, as now or hereafter in effect.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         (a)      An index of Exhibits appears at page II-7 hereof.

                                      II-2
Item 9.  Undertakings.

                  (1)      The undersigned hereby undertakes:

                           a. To file,  during  any  period  in which  offers or
                  sales  are  being  made,  a  post-effective  amendment  to the
                  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,  represent a fundamental  change
                           in the  information  set  forth  in the  registration
                           statement; and

                                    (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)(i) and (a)(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 Exchange Act that are  incorporated
                  by reference in the registration statement;

                           b. 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; and

                           c.  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.

                  (2) The undersigned  hereby  undertakes  that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of its annual report  pursuant to Section 13(a) or Section 15(d) of the
         Exchange Act (and where  applicable each filing of an employee  benefit
         plan's  annual  report  pursuant to Section  15(d) of the Exchange Act)
         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.

                  (3) Insofar as indemnification  for liabilities  arising under
         the Securities Act of 1933 may be permitted to directors,  officers and
         controlling  persons of the undersigned  pursuant to the provisions set
         forth in Item 6 or otherwise,  the undersigned has been advised that in
         the opinion of the Commission  such  indemnification  is against public
         policy as expressed in the  Securities  Act of 1933 and is,  therefore,
         unenforceable.  In the event that a claim for  indemnification  against
         such liability  (other than the payment by the  undersigned of expenses

                                      II-3
incurred or paid by a director,  officer or  controlling  person of the
         undersigned  in  the  successful   defense  of  any  action,   suit  or
         proceeding) is asserted by such director, officer or controlling person
         in connection  with the securities  registered  under the  registration
         statement,  the undersigned  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 and will be governed by the final adjudication of such issue.

                                      II-4
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 Richmond,  Commonwealth of Virginia, on the 17th day
of December, 1998.

                                 CADMUS COMMUNICATIONS CORPORATION

                                 By /s/ C. Stephenson Gillispie, Jr.
                                   --------------------------------------------
                                     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 indicated on the 17th day of December, 1998.
Signature                                                   Title
                  ---------                                                   -----
/s/    C. Stephenson Gillispie, Jr.                           Director, Chairman of the Board, President
------------------------------------------                    and Chief Executive Officer
         C. Stephenson Gillispie, Jr.                             (Principal Executive Officer)
                                     

/s/   Bruce V. Thomas                                         Senior Vice President and Chief
------------------------------------------                    Financial Officer
      Bruce V. Thomas                                             (Principal Financial and Accounting
                                                                   Officer)
Frank Daniels, III, G. Waddy Garrett,
Jeanne M. Liedtka, John D. Munford, II,
John C. Purnell, Jr., Jerry I. Reitman,
Russell M. Robinson, II, John W. Rosenblum,
Wallace Stettinius, Bruce A. Walker,
David G. Wilson, Jr.                                          Directors

       By:  /s/ Bruce V. Thomas           
          -------------------------------------
              Bruce V. Thomas
             (Attorney-in-Fact)

                                      II-5
EXHIBIT INDEX

Exhibit 4.1           Restated Articles of Cadmus Communications Corporation, as
                      amended, incorporated herein by reference from Exhibit 3.1
                      of the Form 10-K for the fiscal year ended June 30, 1993.

Exhibit 4.2           Restated  Bylaws  of  Cadmus  Communications  Corporation,
                      incorporated  herein by reference  from Exhibit 3.2 of the
                      Form 10-Q for the  quarterly  period  ended  December  31,
                      1997.

Exhibit 4.3           1997  Non-Employee   Director  Stock   Compensation  Plan,
                      incorporated  herein by reference from Exhibit 10.5 of the
                      Form 10-K for the fiscal year ended June 30, 1998.

Exhibit 5             Opinion of Mays &  Valentine  L.L.P.  with  respect to the
                      validity of the Common Stock, filed herewith.

Exhibit 23.1          Consent of Mays &  Valentine  L.L.P.,  contained  in their
                      opinion filed as Exhibit 5 hereto.

Exhibit 23.2          Consent  of  Arthur  Andersen  LLP,   Independent   Public
                      Accountants, filed herewith.

Exhibit 24            Powers of Attorney of directors  of Cadmus  Communications
                      Corporation, filed herewith.