<PAGE>
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 26, 1996
 
                                                       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 PLAN)
                            ------------------------
 
                             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       $17.04         $8,520,000        $2,938.00
</TABLE>
 
(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 as follows:  (i) with respect to options  to
    purchase  shares  previously granted  under the  plan, on  the basis  of the
    weighted average exercise price of such option grants, and (ii) with respect
    to options and incentive awards to be  granted under the plan, on the  basis
    of  the  average between  the  high and  low  reported sales  prices  of the
    Registrant's Common Stock on June 19, 1996 on the national  over-the-counter
    market, as reported by the Nasdaq National Market.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
                                EXPLANATORY NOTE
 
    This  Registration Statement on Form  S-8 is being filed  for the purpose of
registering an  additional  500,000  shares  of  the  Common  Stock  of  Merrill
Corporation  (the "Company") to  be issued pursuant to  the Company's 1993 Stock
Incentive Plan (the "Plan"),  bringing the total number  of shares to be  issued
thereunder  and registered under the Securities Act of 1933 to 1,000,000 shares.
Pursuant to Instruction E of Form S-8,  other than with respect to the  sections
set  forth  below  (which reflect  changes),  the contents  of  the Registration
Statement on Form S-8 (Reg. No.  33-52623), which was previously filed with  the
Securities  and Exchange Commission (the "Commission")  relating to the Plan, is
incorporated herein by reference.
 
                            ------------------------
 
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
 
    The following  documents  filed  with the  Commission  are  incorporated  by
reference into this Registration Statement (File No. 0-14082): (1) the Company's
Annual  Report on Form 10-K for the year ended January 31, 1996; (2) all reports
filed by the Company pursuant to Sections 13 or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") since January 31, 1996; and (3) the description
of the Company's Common  Stock contained in its  Registration Statement on  Form
8-A,  including any amendments or reports filed for the purpose of updating such
description.
 
    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, will be deemed to be incorporated by reference into
this Registration Statement and to be a part of this Registration Statement from
the date of filing of such documents.
 
    The  financial statements of  the Company incorporated  by reference in this
Registration  Statement  have  been  audited   by  Coopers  &  Lybrand   L.L.P.,
independent accountants, for the periods indicated in their report thereon which
is  incorporated by  reference in the  Annual Report  on Form 10-K  for the year
ended January 31, 1996.  The financial statements audited  by Coopers &  Lybrand
L.L.P.  have been incorporated  herein by reference in  reliance on their report
given on their authority  as experts in accounting  and auditing. To the  extent
that  Coopers & Lybrand L.L.P. audits and reports on the financial statements of
the Company issued at  future dates, and  consents to the  use of their  reports
thereon, such financial statements also will be incorporated by reference in the
Registration Statement in reliance upon their reports and said authority.
 
                                      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 L.L.P., Independent Accountants.
      24.1   Power of Attorney (included on page II-3 of this Registration Statement).
      99.1   1993 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.12 to the Company's Annual
              Report on Form 10-K for the fiscal year ended January 31, 1995 (File No. 0-14082)).
</TABLE>
 
                                      II-2
<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 June 24, 1996.
 
                                          MERRILL CORPORATION
 
                                          By          /s/ John W. Castro
 
                                             -----------------------------------
                                                       John W. Castro,
                                                PRESIDENT AND CHIEF EXECUTIVE
                                                           OFFICER
 
                               POWER OF ATTORNEY
 
    KNOW  ALL MEN  BY THESE PRESENTS,  that each person  whose signature appears
below constitutes and appoints John W. Castro and Steven J. Machov, 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>
<CAPTION>
                  (SIGNATURE)                                   (NAME AND TITLE)                     (DATE)
 
<S>                                               <C>                                           <C>
By          /s/ John W. Castro
   -------------------------------------          John W. Castro, President and Chief           June 24, 1996
                                                  Executive Officer (Principal Executive
                                                  Officer) and Director
 
By          /s/ Kay A. Barber
   -------------------------------------          Kay A. Barber, Vice President -- Finance,     June 24, 1996
                                                  Chief Financial Officer and Treasurer
                                                  (Principal Financial and Accounting Officer)
 
By       /s/ Frederick W. Kanner
   -------------------------------------          Frederick W. Kanner, Director                 June 24, 1996
 
By       /s/ Robert F. Nienhouse
   -------------------------------------          Robert F. Nienhouse, Director                 June 24, 1996
 
By        /s/ Richard G. Lareau
   -------------------------------------          Richard G. Lareau, Director                   June 24, 1996
 
By          /s/ Paul G. Miller
   -------------------------------------          Paul G. Miller, Director                      June 24, 1996
 
By        /s/ Rick R. Atterbury
   -------------------------------------          Rick R. Atterbury, Director                   June 24, 1996
 
By         /s/ Ronald N. Hoge
   -------------------------------------          Ronald N. Hoge, Director                      June 24, 1996
 
By         /s/ James Campbell
   -------------------------------------          James Campbell, Director                      June 24, 1996
</TABLE>
 
                                      II-3
<PAGE>
                               INDEX TO EXHIBITS
 
<TABLE>
<CAPTION>
 EXHIBIT                                                                         METHOD OF FILING
- ---------                                                       ---------------------------------------------------
<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 L.L.P., Independent     Filed herewith electronically.
            Accountants.......................................
 
     24.1  Power of Attorney (included on page II-3 of this
            Registration Statement).
 
     99.1  1993 Stock Incentive Plan, as amended..............  Incorporated by reference to Exhibit 10.12 to the
                                                                 Company's Annual Report on Form 10-K for the
                                                                 fiscal year ended January 31, 1995 (File No.
                                                                 0-14082).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 15276}]
{"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": "333-06897", "film-number": "96586275"}, "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 JUNE 26, 1996
 
                                                       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 PLAN)
                            ------------------------
 
                             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       $17.04         $8,520,000        $2,938.00
(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 as follows:  (i) with respect to options  to
    purchase  shares  previously granted  under the  plan, on  the basis  of the
    weighted average exercise price of such option grants, and (ii) with respect
    to options and incentive awards to be  granted under the plan, on the  basis
    of  the  average between  the  high and  low  reported sales  prices  of the
    Registrant's Common Stock on June 19, 1996 on the national  over-the-counter
    market, as reported by the Nasdaq National Market.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
                                EXPLANATORY NOTE
 
    This  Registration Statement on Form  S-8 is being filed  for the purpose of
registering an  additional  500,000  shares  of  the  Common  Stock  of  Merrill
Corporation  (the "Company") to  be issued pursuant to  the Company's 1993 Stock
Incentive Plan (the "Plan"),  bringing the total number  of shares to be  issued
thereunder  and registered under the Securities Act of 1933 to 1,000,000 shares.
Pursuant to Instruction E of Form S-8,  other than with respect to the  sections
set  forth  below  (which reflect  changes),  the contents  of  the Registration
Statement on Form S-8 (Reg. No.  33-52623), which was previously filed with  the
Securities  and Exchange Commission (the "Commission")  relating to the Plan, is
incorporated herein by reference.
 
                            ------------------------
 
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
 
    The following  documents  filed  with the  Commission  are  incorporated  by
reference into this Registration Statement (File No. 0-14082): (1) the Company's
Annual  Report on Form 10-K for the year ended January 31, 1996; (2) all reports
filed by the Company pursuant to Sections 13 or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") since January 31, 1996; and (3) the description
of the Company's Common  Stock contained in its  Registration Statement on  Form
8-A,  including any amendments or reports filed for the purpose of updating such
description.
 
    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, will be deemed to be incorporated by reference into
this Registration Statement and to be a part of this Registration Statement from
the date of filing of such documents.
 
    The  financial statements of  the Company incorporated  by reference in this
Registration  Statement  have  been  audited   by  Coopers  &  Lybrand   L.L.P.,
independent accountants, for the periods indicated in their report thereon which
is  incorporated by  reference in the  Annual Report  on Form 10-K  for the year
ended January 31, 1996.  The financial statements audited  by Coopers &  Lybrand
L.L.P.  have been incorporated  herein by reference in  reliance on their report
given on their authority  as experts in accounting  and auditing. To the  extent
that  Coopers & Lybrand L.L.P. audits and reports on the financial statements of
the Company issued at  future dates, and  consents to the  use of their  reports
thereon, such financial statements also will be incorporated by reference in the
Registration Statement in reliance upon their reports and said authority.
 
                                      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 L.L.P., Independent Accountants.
      24.1   Power of Attorney (included on page II-3 of this Registration Statement).
      99.1   1993 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.12 to the Company's Annual
              Report on Form 10-K for the fiscal year ended January 31, 1995 (File No. 0-14082)).
II-2
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 June 24, 1996.
 
                                          MERRILL CORPORATION
 
                                          By          /s/ John W. Castro
 
                                             -----------------------------------
                                                       John W. Castro,
                                                PRESIDENT AND CHIEF EXECUTIVE
                                                           OFFICER
 
                               POWER OF ATTORNEY
 
    KNOW  ALL MEN  BY THESE PRESENTS,  that each person  whose signature appears
below constitutes and appoints John W. Castro and Steven J. Machov, 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.
(SIGNATURE)                                   (NAME AND TITLE)                     (DATE)
By          /s/ John W. Castro
   -------------------------------------          John W. Castro, President and Chief           June 24, 1996
                                                  Executive Officer (Principal Executive
                                                  Officer) and Director
 
By          /s/ Kay A. Barber
   -------------------------------------          Kay A. Barber, Vice President -- Finance,     June 24, 1996
                                                  Chief Financial Officer and Treasurer
                                                  (Principal Financial and Accounting Officer)
 
By       /s/ Frederick W. Kanner
   -------------------------------------          Frederick W. Kanner, Director                 June 24, 1996
 
By       /s/ Robert F. Nienhouse
   -------------------------------------          Robert F. Nienhouse, Director                 June 24, 1996
 
By        /s/ Richard G. Lareau
   -------------------------------------          Richard G. Lareau, Director                   June 24, 1996
 
By          /s/ Paul G. Miller
   -------------------------------------          Paul G. Miller, Director                      June 24, 1996
 
By        /s/ Rick R. Atterbury
   -------------------------------------          Rick R. Atterbury, Director                   June 24, 1996
 
By         /s/ Ronald N. Hoge
   -------------------------------------          Ronald N. Hoge, Director                      June 24, 1996
 
By         /s/ James Campbell
   -------------------------------------          James Campbell, Director                      June 24, 1996
II-3
INDEX TO EXHIBITS
EXHIBIT                                                                         METHOD OF FILING
- ---------                                                       ---------------------------------------------------
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 L.L.P., Independent     Filed herewith electronically.
            Accountants.......................................
 
     24.1  Power of Attorney (included on page II-3 of this
            Registration Statement).
 
     99.1  1993 Stock Incentive Plan, as amended..............  Incorporated by reference to Exhibit 10.12 to the
                                                                 Company's Annual Report on Form 10-K for the
                                                                 fiscal year ended January 31, 1995 (File No.
                                                                 0-14082).