<PAGE>

                                                          Registration  No. 333-
================================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                        ______________________________
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                        ______________________________

                                  ADVO, Inc.
                          --------------------------
              (Exact name of issuer as specified in its charter)


               Delaware                                        06-0885252
               --------                                        ----------
          (State or other jurisdiction                       (IRS Employer
          of incorporation or organization)                  Identification No.)


        One Univac Lane, P.O. Box 755, Windsor, Connecticut 06095-0755
        --------------------------------------------------------------
                   (Address of Principal Executive Offices)

                             ____________________
                      MailCoups, Inc. 401(k) Savings Plan
                           (Full title of the plan)

                             ____________________

                               David M. Stigler
             Senior Vice President, General Counsel and Secretary
        One Univac Lane, P.O. Box 755, Windsor, Connecticut 06095-0755
        --------------------------------------------------------------
                    (Name and address of agent for service)

                                (860) 285-6120
                                --------------
         (Telephone number, including area code, of agent for service)



                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
============================================================================================================================
Title of securities       Amount to be      Proposed   maximum              Proposed maximum                  Amount of
to be registered (1)     registered (2)   offering price per share (2)   aggregate offering price (2)    registration fee
--------------------     --------------   ------------------------       -------------------------       ----------------
<S>                      <C>              <C>                            <C>                             <C>
Common Stock, par         15,000 shares        $ 20.0938                        $ 301,407                      $ 83.79
  value $.01 per share
</TABLE>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

(2)  Estimated pursuant to subsections (c) and (h) of Rule 457 under the
     Securities Act of 1933 as the estimated number of shares of Common Stock
     without par value of ADVO, Inc. to be purchased by the MailCoups, Inc.
     401(k) Savings Plan (the "Plan") over a five-year period with employee and
     employer contributions, which shares may be acquired by participants in the
     Plan. For purposes of Rule 457(c), the date specified for determing the
     average of the high and low prices reported in the consolidated reporting
     system is June 21, 1999.
<PAGE>

                                    PART I

     The documents containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). Such documents
and the documents incorporated by reference herein pursuant to Item 3 of Part II
hereof, taken together, constitute a prospectus that meets the requirements of
Section 10 (a) of the Securities Act.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     This Registration Statement relates to the participation interests in the
MailCoups, Inc. ("MailCoups") 401(k) Savings Plan and to shares of common stock,
$.01 par value ("Common Stock") of ADVO, Inc. (the "Company"or the "registrant")
offered pursuant to the Plan. MailCoups is a wholly owned subsidiary of the
Company.

ITEM 3. - INCORPORATION OF DOCUMENTS BY REFERENCE
-------------------------------------------------

     The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference:

(a)  The Company's Annual Report on Form 10-K for the fiscal year ended
     September 26, 1998, filed pursuant to Sections 13(a) or 15(d) of the
     Securities Exchange Act of 1934, as amended (the "1934 Act"); and

(b)  The Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended
     December 26, 1998, and March 27, 1999;

(c)  The Company's Current Report on Form 8-K dated March 15, 1999; and

(d)  The description of the Company's Common Stock which is contained in its
     registration statement on Form 10 filed under the 1934 Act, and any
     amendment or report filed under the 1934 Act for the purpose of updating
     such description.

     All documents subsequently filed by the Company and the Plan 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 securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of the filing of such reports and documents.


ITEM 4. - DESCRIPTION OF SECURITIES
-----------------------------------

This Item is not applicable to the securities to be registered hereby.

                                      -2-
<PAGE>

ITEM 5. - INTERESTS OF NAMED EXPERTS AND COUNSEL
------------------------------------------------

     The consolidated financial statements and schedule of ADVO, Inc.
incorporated by reference or appearing in ADVO, Inc.'s Annual Report (Form 10-K)
for the year ended September 26, 1998, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon incorporated by
reference or included therein and incorporated herein by reference. Such
consolidated financial statements and schedule are incorporated herein by
reference in reliance upon such reports given upon the authority of such firm as
experts in accounting and auditing.

ITEM 6. - INDEMNIFICATION OF DIRECTORS AND OFFICERS
---------------------------------------------------

     Under Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL"), directors and officers as well as other employees and individuals
may be indemnified against expenses (including attorneys' fees), judgment, fines
and amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of a corporation--a "derivative action") if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard of care is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with defense or settlement of such an
action and the DGCL requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. Additionally, a corporation is required to indemnify its
directors and officers against expenses to the extent that such directors or
officers have been successful on the merits or otherwise in any action, suit or
proceeding or in defense of any claim, issue or matter therein.

     Unless ordered by a court, an indemnification can be made by a corporation
only upon a determination that indemnification is proper in the circumstances
because the party seeking indemnification has met the applicable standard of
conduct as set forth in Delaware Law. The indemnification provided by Section
145 of the DGCL includes the right to be paid by the corporation the expenses
incurred in defending proceedings in advance of their final disposition. Such
advance payment of expenses, however, may be made only upon delivery to the
corporation by the indemnified party of an undertaking to repay all amounts so
advanced if it shall ultimately be determined that the person receiving such
payments is not entitled to be indemnified.

     The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred by Section
145 of the DGCL is not exclusive of any other right which any person may have or
acquire under any statute, provision of the certificate of incorporation or
bylaws, or otherwise. In addition, Section 145 of the DGCL authorizes a
corporation to maintain insurance, at its expense, liability or loss, whether or
not the corporation would have the power to indemnify such person against such
expense, liability or loss under the DGCL.

     As permitted by Section 145 of the DGCL, the Restated Certificate of
Incorporation and the Restated Bylaws of the Company provide for indemnification
of officers, directors, employees and agents of the Company in certain cases
against expenses and liabilities under judgments of reimbursement of amounts
paid in settlement.


ITEM 7. - EXEMPTION FROM REGISTRATION CLAIMED
---------------------------------------------

This item is not applicable to the securities to be registered hereby.

                                      -3-
<PAGE>

ITEM 8. - EXHIBITS
------------------

The following exhibits are filed herewith:

<TABLE>
<CAPTION>
Exhibit No.    Description
----------     -----------
<S>            <C>                                               <C>
4(a)           MailCoups, Inc. 401(k) Savings Plan and Trust     Filed herewith.
               Agreement.

4(b)           Restated Certificate of Incorporation of ADVO,    Incorporated by reference to Exhibit 3(a)
               Inc.                                              to the Company's Form 10 filed on
                                                                 September 15, 1986 (No. 1-11720).

4(c)           Restated Bylaws of ADVO, Inc.                     Incorporated by reference to Exhibit 3(b)
                                                                 to the Company's Annual Report on Form
                                                                 10-K for the fiscal year ended September
                                                                 30, 1989.

4(d)           Stockholder Protection Agreement, dated as        Incorporated by reference to Exhibit 4.1
               Incorporated by reference to Exhibit 4.1          of the Company's Form 8-K dated February 5, 1993.
               February 5, 1993, between the Company and of
               the Company's Form 8-K dated February Mellon
               Securities Trust Company, as Rights 5, 1993.
               Agent, including Exhibit A and Exhibit B.

23             Consent of Independent Auditors.                  Filed herewith.

24             Power of Attorney (See Signature Page).           Filed herewith.
</TABLE>


Item 9. - UNDERTAKINGS
----------------------

A.   Undertaking to Update

     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;

          (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

                                      -4-
<PAGE>

     (iii)  To include any material information with respect to the plan of
            distribution not previously disclosed in the Registration Statement
            or any material change to such information in the Registration
            Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the 1934
Act that are incorporated by reference in the Registration Statement.

     (2)  That, for the purpose of determining any liability under the Act, 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 the 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.   Undertaking With Respect to Incorporating Certain Exchange Act Documents by
Reference

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and each
filing of the Plan's annual report pursuant to Section 15(d) of the 1934 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.

C.   Undertaking With Respect to Indemnification of Directors, Officers or
Controlling Persons.

     Insofar as indemnification for liabilities under the Act may be permitted
to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of 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.

                                      -5-
<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 Town of Windsor, State of Connecticut, on June 23, 1999.

                                             ADVO, Inc.

                                             By  /s/ Julie A. Abraham
                                               -----------------------
                                                 JULIE A. ABRAHAM
                                                 Vice President and Controller

                               Power of Attorney
                               -----------------

     Each of the undersigned hereby appoints David M. Stigler and Julie A.
Abraham, and each of them severally, his true and lawful attorneys to execute on
behalf of the undersigned any and all 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. Each such
attorney will have the power to act hereunder with or without the other. Each of
the undersigned hereby ratifies and confirms all that attorneys, or any of them,
may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
     Signature                     Title                                              Date
     ---------                     -----                                              ----
<S>                           <C>                                                  <C>
/s/ GARY M. MULLOY            President, Chief Executive Officer and               June  23, 1999
----------------------        Director (Principal Executive Officer)
 Gary M. Mulloy

/s/ DONALD E. MCCOMBS         Executive Vice President and Chief                   June 23, 1999
----------------------        Financial Officer (Principal Financial Officer)
Donald E. McCombs

/s/ JULIE A. ABRAHAM          Vice President and Controller                        June 23, 1999
---------------------         (Principal Accounting Officer)
Julie A. Abraham

/s/ ROBERT KAMERSCHEN         Chairman of the Board and Director                   June  23, 1999
----------------------
 Robert Kamerschen

/s/ BRUCE CRAWFORD            Director                                             June  23, 1999
----------------------
Bruce Crawford

DAVID F. DYER                 Director                                             June  23, 1999
----------------------
David F. Dyer

JACK W. FRITZ                 Director                                             June  23, 1999
----------------------
Jack W. Fritz

/s/ HOWARD H. NEWMAN          Director                                             June  23, 1999
----------------------
Howard H. Newman

JOHN R. ROCKWELL              Director                                             June  23, 1999
----------------------
John R. Rockwell

/s/ JOHN L. VOGELSTEIN        Director                                             June  23, 1999
----------------------
John L. Vogelstein
</TABLE>

                                      -6-
<PAGE>

     Pursuant to the requirements of the Securities Act of 1933, the trustees
have duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Windsor, State of
Connecticut on June 23, 1999

                                   MailCoups, Inc. 401(k) Savings Plan

                                   By: /s/ William E. Crowley
                                      -------------------------
                                      Name:  William E. Crowley
                                      Title: Vice President - Benefits and Human
                                             Resources Information Systems

                                      -7-
<PAGE>

                                 EXHIBIT INDEX

                                                              Incorporation by
Exhibit No.         Description                               Reference
----------          -----------                               ---------

4(a)                MailCoups, Inc. 401(k) Savings Plan
                    and Trust Agreement                       Filed herewith.

23                  Consent of Independent Auditors           Filed herewith.

24                  Power of Attorney (See Signature Page)    Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20451}]
{"company-data": {"conformed-name": "ADVO INC", "cik": "0000801622", "assigned-sic": "7331", "irs-number": "060885252", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81365", "film-number": "99650784"}, "business-address": {"street1": "ONE UNIVAC LN", "street2": "P O BOX 755", "city": "WINDSOR", "state": "CT", "zip": "06095", "phone": "8602856120"}, "mail-address": {"street1": "ONE UNIVAC LANE", "street2": "P O BOX 755", "city": "WINDSOR", "state": "CT", "zip": "06095-2668"}, "former-company": {"former-conformed-name": "ADVO SYSTEM INC", "date-changed": "19920128"}}
Registration  No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                        ______________________________
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                        ______________________________

                                  ADVO, Inc.
                          --------------------------
              (Exact name of issuer as specified in its charter)

               Delaware                                        06-0885252
               --------                                        ----------
          (State or other jurisdiction                       (IRS Employer
          of incorporation or organization)                  Identification No.)

        One Univac Lane, P.O. Box 755, Windsor, Connecticut 06095-0755
        --------------------------------------------------------------
                   (Address of Principal Executive Offices)

                             ____________________
                      MailCoups, Inc. 401(k) Savings Plan
                           (Full title of the plan)

                             ____________________

                               David M. Stigler
             Senior Vice President, General Counsel and Secretary
        One Univac Lane, P.O. Box 755, Windsor, Connecticut 06095-0755
        --------------------------------------------------------------
                    (Name and address of agent for service)

                                (860) 285-6120
                                --------------
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
============================================================================================================================
Title of securities       Amount to be      Proposed   maximum              Proposed maximum                  Amount of
to be registered (1)     registered (2)   offering price per share (2)   aggregate offering price (2)    registration fee
--------------------     --------------   ------------------------       -------------------------       ----------------
Common Stock, par         15,000 shares        $ 20.0938                        $ 301,407                      $ 83.79
  value $.01 per share
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

(2)  Estimated pursuant to subsections (c) and (h) of Rule 457 under the
     Securities Act of 1933 as the estimated number of shares of Common Stock
     without par value of ADVO, Inc. to be purchased by the MailCoups, Inc.
     401(k) Savings Plan (the "Plan") over a five-year period with employee and
     employer contributions, which shares may be acquired by participants in the
     Plan. For purposes of Rule 457(c), the date specified for determing the
     average of the high and low prices reported in the consolidated reporting
     system is June 21, 1999.
PART I

     The documents containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). Such documents
and the documents incorporated by reference herein pursuant to Item 3 of Part II
hereof, taken together, constitute a prospectus that meets the requirements of
Section 10 (a) of the Securities Act.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     This Registration Statement relates to the participation interests in the
MailCoups, Inc. ("MailCoups") 401(k) Savings Plan and to shares of common stock,
$.01 par value ("Common Stock") of ADVO, Inc. (the "Company"or the "registrant")
offered pursuant to the Plan. MailCoups is a wholly owned subsidiary of the
Company.

ITEM 3. - INCORPORATION OF DOCUMENTS BY REFERENCE
-------------------------------------------------

     The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference:

(a)  The Company's Annual Report on Form 10-K for the fiscal year ended
     September 26, 1998, filed pursuant to Sections 13(a) or 15(d) of the
     Securities Exchange Act of 1934, as amended (the "1934 Act"); and

(b)  The Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended
     December 26, 1998, and March 27, 1999;

(c)  The Company's Current Report on Form 8-K dated March 15, 1999; and

(d)  The description of the Company's Common Stock which is contained in its
     registration statement on Form 10 filed under the 1934 Act, and any
     amendment or report filed under the 1934 Act for the purpose of updating
     such description.

     All documents subsequently filed by the Company and the Plan 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 securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of the filing of such reports and documents.

ITEM 4. - DESCRIPTION OF SECURITIES
-----------------------------------

This Item is not applicable to the securities to be registered hereby.

                                      -2-
ITEM 5. - INTERESTS OF NAMED EXPERTS AND COUNSEL
------------------------------------------------

     The consolidated financial statements and schedule of ADVO, Inc.
incorporated by reference or appearing in ADVO, Inc.'s Annual Report (Form 10-K)
for the year ended September 26, 1998, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon incorporated by
reference or included therein and incorporated herein by reference. Such
consolidated financial statements and schedule are incorporated herein by
reference in reliance upon such reports given upon the authority of such firm as
experts in accounting and auditing.

ITEM 6. - INDEMNIFICATION OF DIRECTORS AND OFFICERS
---------------------------------------------------

     Under Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL"), directors and officers as well as other employees and individuals
may be indemnified against expenses (including attorneys' fees), judgment, fines
and amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of a corporation--a "derivative action") if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard of care is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with defense or settlement of such an
action and the DGCL requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. Additionally, a corporation is required to indemnify its
directors and officers against expenses to the extent that such directors or
officers have been successful on the merits or otherwise in any action, suit or
proceeding or in defense of any claim, issue or matter therein.

     Unless ordered by a court, an indemnification can be made by a corporation
only upon a determination that indemnification is proper in the circumstances
because the party seeking indemnification has met the applicable standard of
conduct as set forth in Delaware Law. The indemnification provided by Section
145 of the DGCL includes the right to be paid by the corporation the expenses
incurred in defending proceedings in advance of their final disposition. Such
advance payment of expenses, however, may be made only upon delivery to the
corporation by the indemnified party of an undertaking to repay all amounts so
advanced if it shall ultimately be determined that the person receiving such
payments is not entitled to be indemnified.

     The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred by Section
145 of the DGCL is not exclusive of any other right which any person may have or
acquire under any statute, provision of the certificate of incorporation or
bylaws, or otherwise. In addition, Section 145 of the DGCL authorizes a
corporation to maintain insurance, at its expense, liability or loss, whether or
not the corporation would have the power to indemnify such person against such
expense, liability or loss under the DGCL.

     As permitted by Section 145 of the DGCL, the Restated Certificate of
Incorporation and the Restated Bylaws of the Company provide for indemnification
of officers, directors, employees and agents of the Company in certain cases
against expenses and liabilities under judgments of reimbursement of amounts
paid in settlement.

ITEM 7. - EXEMPTION FROM REGISTRATION CLAIMED
---------------------------------------------

This item is not applicable to the securities to be registered hereby.

                                      -3-
ITEM 8. - EXHIBITS
------------------

The following exhibits are filed herewith:
Exhibit No.    Description
----------     -----------
4(a)           MailCoups, Inc. 401(k) Savings Plan and Trust     Filed herewith.
               Agreement.

4(b)           Restated Certificate of Incorporation of ADVO,    Incorporated by reference to Exhibit 3(a)
               Inc.                                              to the Company's Form 10 filed on
                                                                 September 15, 1986 (No. 1-11720).

4(c)           Restated Bylaws of ADVO, Inc.                     Incorporated by reference to Exhibit 3(b)
                                                                 to the Company's Annual Report on Form
                                                                 10-K for the fiscal year ended September
                                                                 30, 1989.

4(d)           Stockholder Protection Agreement, dated as        Incorporated by reference to Exhibit 4.1
               Incorporated by reference to Exhibit 4.1          of the Company's Form 8-K dated February 5, 1993.
               February 5, 1993, between the Company and of
               the Company's Form 8-K dated February Mellon
               Securities Trust Company, as Rights 5, 1993.
               Agent, including Exhibit A and Exhibit B.

23             Consent of Independent Auditors.                  Filed herewith.

24             Power of Attorney (See Signature Page).           Filed herewith.
Item 9. - UNDERTAKINGS
----------------------

A.   Undertaking to Update

     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;

          (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

                                      -4-
(iii)  To include any material information with respect to the plan of
            distribution not previously disclosed in the Registration Statement
            or any material change to such information in the Registration
            Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the 1934
Act that are incorporated by reference in the Registration Statement.

     (2)  That, for the purpose of determining any liability under the Act, 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 the 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.   Undertaking With Respect to Incorporating Certain Exchange Act Documents by
Reference

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and each
filing of the Plan's annual report pursuant to Section 15(d) of the 1934 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.

C.   Undertaking With Respect to Indemnification of Directors, Officers or
Controlling Persons.

     Insofar as indemnification for liabilities under the Act may be permitted
to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of 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.

                                      -5-
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 Town of Windsor, State of Connecticut, on June 23, 1999.

                                             ADVO, Inc.

                                             By  /s/ Julie A. Abraham
                                               -----------------------
                                                 JULIE A. ABRAHAM
                                                 Vice President and Controller

                               Power of Attorney
                               -----------------

     Each of the undersigned hereby appoints David M. Stigler and Julie A.
Abraham, and each of them severally, his true and lawful attorneys to execute on
behalf of the undersigned any and all 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. Each such
attorney will have the power to act hereunder with or without the other. Each of
the undersigned hereby ratifies and confirms all that attorneys, or any of them,
may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                     Title                                              Date
     ---------                     -----                                              ----
/s/ GARY M. MULLOY            President, Chief Executive Officer and               June  23, 1999
----------------------        Director (Principal Executive Officer)
 Gary M. Mulloy

/s/ DONALD E. MCCOMBS         Executive Vice President and Chief                   June 23, 1999
----------------------        Financial Officer (Principal Financial Officer)
Donald E. McCombs

/s/ JULIE A. ABRAHAM          Vice President and Controller                        June 23, 1999
---------------------         (Principal Accounting Officer)
Julie A. Abraham

/s/ ROBERT KAMERSCHEN         Chairman of the Board and Director                   June  23, 1999
----------------------
 Robert Kamerschen

/s/ BRUCE CRAWFORD            Director                                             June  23, 1999
----------------------
Bruce Crawford

DAVID F. DYER                 Director                                             June  23, 1999
----------------------
David F. Dyer

JACK W. FRITZ                 Director                                             June  23, 1999
----------------------
Jack W. Fritz

/s/ HOWARD H. NEWMAN          Director                                             June  23, 1999
----------------------
Howard H. Newman

JOHN R. ROCKWELL              Director                                             June  23, 1999
----------------------
John R. Rockwell

/s/ JOHN L. VOGELSTEIN        Director                                             June  23, 1999
----------------------
John L. Vogelstein
-6-
Pursuant to the requirements of the Securities Act of 1933, the trustees
have duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Windsor, State of
Connecticut on June 23, 1999

                                   MailCoups, Inc. 401(k) Savings Plan

                                   By: /s/ William E. Crowley
                                      -------------------------
                                      Name:  William E. Crowley
                                      Title: Vice President - Benefits and Human
                                             Resources Information Systems

                                      -7-
EXHIBIT INDEX

                                                              Incorporation by
Exhibit No.         Description                               Reference
----------          -----------                               ---------

4(a)                MailCoups, Inc. 401(k) Savings Plan
                    and Trust Agreement                       Filed herewith.

23                  Consent of Independent Auditors           Filed herewith.

24                  Power of Attorney (See Signature Page)    Filed herewith.