As filed with the Securities and Exchange Commission on September 5, 1997

                                                        Registration No. 333-
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                           VESTCOM INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

New Jersey                                               22-3477425
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

1100 Valley Brook Avenue
Lyndhurst, New Jersey                                              07071
(Address of Principal Executive Offices)                        (Zip Code)

                           VESTCOM INTERNATIONAL, INC.
                        1997 EQUITY COMPENSATION PROGRAM
                            (Full title of the plan)

                                   Joel Cartun
                           Vestcom International, Inc.
                            1100 Valley Brook Avenue
                           Lyndhurst, New Jersey 07071
                                  201-935-7666
            (Name, address and telephone number, including area code,
                              of agent for service)

                                 with a copy to:
                              Alan Wovsaniker, Esq.
                Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.
                              65 Livingston Avenue
                           Roseland, New Jersey 07068

                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
                                 Proposed         Proposed
Title of                         maximum          maximum
securities                       offering         aggregate     Amount of
to be         Amount to be       price per        offering      registration
registered    registered         unit (1)         price         fee
- ----------- ---------------- ------------------ ------------- ------------------

Common Stock,
no par value    810,000 sh(2)    $16.625         $13,466,250     $4,081
- --------------------------------------------------------------------------------

(1)  Pursuant to Rule 457,  the  proposed  maximum  offering  price per share is
     estimated   solely  for  the  purpose  of  computing   the  amount  of  the
     registration  fee and is based  on the  average  of the high and low  sales
     prices  of the  Common  Stock  of the  registrant  reported  on the  Nasdaq
     National Market on September 2, 1997.

(2)  Plus  such  indeterminate  number  of  additional  shares  as shall  become
     issuable  pursuant to the anti-dilution  provisions of the  above-mentioned
     plan.
- --------------------------------------------------------------------------------


<PAGE>


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


PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The following  documents,  filed by Vestcom  International,  Inc. (the
"Company") with the Securities and Exchange  Commission (the "SEC"),  are hereby
incorporated by reference:

          (a) the Company's  Prospectus,  dated June 30, 1997, filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended;

          (b) the Company's  Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997; and

         (c) the description of the Common Stock of the Company contained in the
Company's Form 8-A declared effective by the SEC on July 29, 1997.

          All documents  subsequently  filed by the Company pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this registration  statement and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained  herein or 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 such  statement is modified or
superseded by a  subsequently  filed  document  which also is or is deemed to be
incorporated by reference  herein.  Any such statement so modified or superseded
shall not be deemed to constitute a part of this  registration  statement except
as so modified or superseded.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

          Subsection  (2) of Section 3-5,  Title 14A of the New Jersey  Business
Corporation  Act empowers a corporation  to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding,  whether civil, criminal,  administrative,
arbitrative  or  investigative  (other  than an action by or in the right of the
corporation)  by reason of the fact that he is or was a corporate agent (i.e., a
director,  officer, employee or agent of the corporation or a director, officer,
trustee,  employee  or agent of  another  related  corporation  or  enterprise),
against  reasonable  costs  (including  attorneys'  fees),   judgments,  

<PAGE>

fines,  penalties  and  amounts  paid in  settlement  incurred by such person in
connection  with such action,  suit or  proceeding  if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal proceedings, had
no reasonable cause to believe that such conduct was unlawful.

          Subsection  (3) of Section 3-5 empowers a  corporation  to indemnify a
corporate agent against reasonable costs (including attorneys' fees) incurred by
him in connection  with any proceeding by or in the right of the  corporation to
procure a judgment in its favor which involves such corporate agent by reason of
the fact that he is or was a corporate  agent if he acted in good faith and in a
manner reasonably  believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect to any claim,
issue or matter as to which such  person  shall have been  adjudged to be liable
for  negligence  or  misconduct  unless and only to the extent that the Superior
Court of New Jersey or the court in which such action or suit was brought  shall
determine that despite the adjudication of liability,  such person is fairly and
reasonably  entitled to indemnity for such  expenses  which the court shall deem
proper.

          Subsection  (4) of Section  3-5  provides  that to the  extent  that a
corporate  agent has been  successful  in the  defense  of any  action,  suit or
proceeding  referred  to in  subsections  (2) and (3) or in the  defense  of any
claim,  issue  or  matter  therein,  he shall be  indemnified  against  expenses
(including attorneys' fees) incurred by him in connection therewith;  subsection
(8) of Section 3-5  provides  that  indemnification  provided for by Section 3-5
shall not be deemed  exclusive of any rights to which the indemnified  party may
be  entitled;  and  subsection  (9) of Section  3-5  empowers a  corporation  to
purchase  and  maintain  insurance  on behalf of a  director  or  officer of the
corporation  against any liability  asserted against him or expenses incurred by
him in any such capacity or arising out of his status as such whether or not the
corporation  would have the power to indemnify him against such  liabilities and
expenses under Section 3-5.

          The Registrant's  Certificate of Incorporation  contains the following
provisions regarding indemnification:

                           "Every  person who is or was a director or officer of
                  the corporation shall be indemnified by the corporation to the
                  fullest extent allowed by law,  including the  indemnification
                  permitted by N.J.S.  14A:3-5(8),  against all  liabilities and
                  expenses imposed upon or incurred by that person in connection
                  with any  proceeding  in which  that  person  may be made,  or
                  threatened  to be made,  a party,  or in which that person may
                  become  involved by reason of that person being or having been
                  a director  or  officer or of serving or having  served in any
                  capacity  with any  other  enterprise  at the  request  of the
                  corporation,  whether  or not that  person  is a  director  or
                  officer or continues to serve the other enterprise at the time
                  the  liabilities  or expenses are imposed or incurred.  During
                  the pendency of any such proceeding, the corporation shall, to
                  fullest extent  permitted by law,  promptly  advance  expenses
                  that are incurred  from time to time, by a director or officer
                  in connection

<PAGE>

                  with the proceeding, subject to the receipt by the corporation
                  of an undertaking as required by law."

          The Registrant's  Certificate of Incorporation  contains the following
provision  regarding  certain  limitations  on the  liability of  directors  and
officers:

                           "A  director or an officer of the  corporation  shall
                  not  be   personally   liable  to  the   corporation   or  its
                  shareholders   for  the   breach  of  any  duty  owed  to  the
                  corporation or its  shareholders  except to the extent that an
                  exemption from personal  liability is not permitted by the New
                  Jersey Business Corporation Act."

          The  Registrant  has  obtained   directors'  and  officers'  liability
insurance providing coverage of up to $10.0 million.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

          4.1 Registrant's Restated Certificate of Incorporation, as amended, is
incorporated  herein by reference to Exhibit 3.1 to the  Registrant's  Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997.

          5.1 Opinion of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.

          23.1 Consent of Arthur Andersen LLP.

          23.2  Consent of  Lowenstein,  Sandler,  Kohl,  Fisher & Boylan,  P.C.
(included in Exhibit 5.1)

          24.1 Power of Attorney

Item 9.  Undertakings.

          The undersigned registrant hereby undertakes:

          (1) To file,  during any period in which  offers or sales are made,  a
post-effective amendment to this registration statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1993;

<PAGE>
               (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 (1)(i) and (1)(ii) do not apply if
the  registration  statement  is on  Form  S-3 or Form  S-8 and 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
15(d) of the Securities  Exchange Act of 1934 that are incorporated by reference
in the registration statement.

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

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          The   undersigned   registrant   undertakes   that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act of 1933 may be permitted to directors,  officers or  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 Securities  Act of 1933 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  that  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.

<PAGE>

                                   SIGNATURES

          Pursuant  to  the  requirements  of the  Securities  At 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 Township of Lyndhurst, State of New Jersey, on the 3rd day of
September, 1997.

                                                 VESTCOM INTERNATIONAL, INC.

                                                 By: /s/Joel Cartun
                                                     ______________________
                                                     Joel Cartun, President

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

Signatures                        Title                              Date

/s/Joel Cartun                    President, Chief Executive   September 3, 1997
- --------------                    Officer and Director
Joel Cartun                       

/s/Howard April*                  Director                     September 3, 1997
___________________
Howard April

/s/Gary J. Marcello*              Director                     September 3, 1997
____________________
Gary J. Marcello

Stephen R. Bova*                  Director                     September 3, 1997
____________________
Stephen R. Bova

Leonard J. Fassler*               Director                     September 3, 1997
____________________
Leonard J. Fassler

Fred S. Lafer*                    Director                     September 3, 1997
____________________
Fred S. Lafer

Richard D. White*                 Director                     September 3, 1997
____________________
Richard D. White

Harvey Goldman*                   Executive Vice President,    September 3, 1997
____________________              Chief Financial Officer
Harvey Goldman                    and Treasurer (Principal
                                  Financial and Accounting
                                  Officer)


                                  *By: /s/Joel Cartun
                                       ________________
                                       Joel Cartun
                                       Attorney-in-Fact

<PAGE>


                                  EXHIBIT INDEX


Exhibit No.                 Description                                 Page No.

 4.1                 Registrant's  Restated Certificate of 
                     Incorporation,  as amended (incorporated 
                     by reference)

 5.1                 Opinion of Lowenstein, Sandler, Kohl, 
                       Fisher & Boylan, P.C.

 23.1                Consent of Arthur Andersen LLP

 23.2                Consent of Lowenstein,  Sandler,  Kohl, 
                       Fisher & Boylan, P.C. is included in 
                       Exhibit 5.1

 24.1                Power of Attorney
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR EQUITY COMPENSATION PROGRAM", "secsgml_size_bytes": 18249}]
{"company-data": {"conformed-name": "VESTCOM INTERNATIONAL INC", "cik": "0001034941", "assigned-sic": "7389", "irs-number": "223477425", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "file-number": "333-35027", "film-number": "97676043"}, "business-address": {"street1": "1100 VALLEY BROOK AVE", "city": "LYNDHURST", "state": "NJ", "zip": "07071", "phone": "2019358300"}, "mail-address": {"street1": "1100 VALLEY BROOK", "city": "LYNDHURST", "state": "NJ", "zip": "07071"}}
As filed with the Securities and Exchange Commission on September 5, 1997

                                                        Registration No. 333-
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                           VESTCOM INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

New Jersey                                               22-3477425
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

1100 Valley Brook Avenue
Lyndhurst, New Jersey                                              07071
(Address of Principal Executive Offices)                        (Zip Code)

                           VESTCOM INTERNATIONAL, INC.
                        1997 EQUITY COMPENSATION PROGRAM
                            (Full title of the plan)

                                   Joel Cartun
                           Vestcom International, Inc.
                            1100 Valley Brook Avenue
                           Lyndhurst, New Jersey 07071
                                  201-935-7666
            (Name, address and telephone number, including area code,
                              of agent for service)

                                 with a copy to:
                              Alan Wovsaniker, Esq.
                Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.
                              65 Livingston Avenue
                           Roseland, New Jersey 07068

                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
                                 Proposed         Proposed
Title of                         maximum          maximum
securities                       offering         aggregate     Amount of
to be         Amount to be       price per        offering      registration
registered    registered         unit (1)         price         fee
- ----------- ---------------- ------------------ ------------- ------------------

Common Stock,
no par value    810,000 sh(2)    $16.625         $13,466,250     $4,081
- --------------------------------------------------------------------------------

(1)  Pursuant to Rule 457,  the  proposed  maximum  offering  price per share is
     estimated   solely  for  the  purpose  of  computing   the  amount  of  the
     registration  fee and is based  on the  average  of the high and low  sales
     prices  of the  Common  Stock  of the  registrant  reported  on the  Nasdaq
     National Market on September 2, 1997.

(2)  Plus  such  indeterminate  number  of  additional  shares  as shall  become
     issuable  pursuant to the anti-dilution  provisions of the  above-mentioned
     plan.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The following  documents,  filed by Vestcom  International,  Inc. (the
"Company") with the Securities and Exchange  Commission (the "SEC"),  are hereby
incorporated by reference:

          (a) the Company's  Prospectus,  dated June 30, 1997, filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended;

          (b) the Company's  Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997; and

         (c) the description of the Common Stock of the Company contained in the
Company's Form 8-A declared effective by the SEC on July 29, 1997.

          All documents  subsequently  filed by the Company pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this registration  statement and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained  herein or 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 such  statement is modified or
superseded by a  subsequently  filed  document  which also is or is deemed to be
incorporated by reference  herein.  Any such statement so modified or superseded
shall not be deemed to constitute a part of this  registration  statement except
as so modified or superseded.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

          Subsection  (2) of Section 3-5,  Title 14A of the New Jersey  Business
Corporation  Act empowers a corporation  to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding,  whether civil, criminal,  administrative,
arbitrative  or  investigative  (other  than an action by or in the right of the
corporation)  by reason of the fact that he is or was a corporate agent (i.e., a
director,  officer, employee or agent of the corporation or a director, officer,
trustee,  employee  or agent of  another  related  corporation  or  enterprise),
against  reasonable  costs  (including  attorneys'  fees),   judgments,
fines,  penalties  and  amounts  paid in  settlement  incurred by such person in
connection  with such action,  suit or  proceeding  if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal proceedings, had
no reasonable cause to believe that such conduct was unlawful.

          Subsection  (3) of Section 3-5 empowers a  corporation  to indemnify a
corporate agent against reasonable costs (including attorneys' fees) incurred by
him in connection  with any proceeding by or in the right of the  corporation to
procure a judgment in its favor which involves such corporate agent by reason of
the fact that he is or was a corporate  agent if he acted in good faith and in a
manner reasonably  believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect to any claim,
issue or matter as to which such  person  shall have been  adjudged to be liable
for  negligence  or  misconduct  unless and only to the extent that the Superior
Court of New Jersey or the court in which such action or suit was brought  shall
determine that despite the adjudication of liability,  such person is fairly and
reasonably  entitled to indemnity for such  expenses  which the court shall deem
proper.

          Subsection  (4) of Section  3-5  provides  that to the  extent  that a
corporate  agent has been  successful  in the  defense  of any  action,  suit or
proceeding  referred  to in  subsections  (2) and (3) or in the  defense  of any
claim,  issue  or  matter  therein,  he shall be  indemnified  against  expenses
(including attorneys' fees) incurred by him in connection therewith;  subsection
(8) of Section 3-5  provides  that  indemnification  provided for by Section 3-5
shall not be deemed  exclusive of any rights to which the indemnified  party may
be  entitled;  and  subsection  (9) of Section  3-5  empowers a  corporation  to
purchase  and  maintain  insurance  on behalf of a  director  or  officer of the
corporation  against any liability  asserted against him or expenses incurred by
him in any such capacity or arising out of his status as such whether or not the
corporation  would have the power to indemnify him against such  liabilities and
expenses under Section 3-5.

          The Registrant's  Certificate of Incorporation  contains the following
provisions regarding indemnification:

                           "Every  person who is or was a director or officer of
                  the corporation shall be indemnified by the corporation to the
                  fullest extent allowed by law,  including the  indemnification
                  permitted by N.J.S.  14A:3-5(8),  against all  liabilities and
                  expenses imposed upon or incurred by that person in connection
                  with any  proceeding  in which  that  person  may be made,  or
                  threatened  to be made,  a party,  or in which that person may
                  become  involved by reason of that person being or having been
                  a director  or  officer or of serving or having  served in any
                  capacity  with any  other  enterprise  at the  request  of the
                  corporation,  whether  or not that  person  is a  director  or
                  officer or continues to serve the other enterprise at the time
                  the  liabilities  or expenses are imposed or incurred.  During
                  the pendency of any such proceeding, the corporation shall, to
                  fullest extent  permitted by law,  promptly  advance  expenses
                  that are incurred  from time to time, by a director or officer
                  in connection
with the proceeding, subject to the receipt by the corporation
                  of an undertaking as required by law."

          The Registrant's  Certificate of Incorporation  contains the following
provision  regarding  certain  limitations  on the  liability of  directors  and
officers:

                           "A  director or an officer of the  corporation  shall
                  not  be   personally   liable  to  the   corporation   or  its
                  shareholders   for  the   breach  of  any  duty  owed  to  the
                  corporation or its  shareholders  except to the extent that an
                  exemption from personal  liability is not permitted by the New
                  Jersey Business Corporation Act."

          The  Registrant  has  obtained   directors'  and  officers'  liability
insurance providing coverage of up to $10.0 million.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

          4.1 Registrant's Restated Certificate of Incorporation, as amended, is
incorporated  herein by reference to Exhibit 3.1 to the  Registrant's  Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997.

          5.1 Opinion of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.

          23.1 Consent of Arthur Andersen LLP.

          23.2  Consent of  Lowenstein,  Sandler,  Kohl,  Fisher & Boylan,  P.C.
(included in Exhibit 5.1)

          24.1 Power of Attorney

Item 9.  Undertakings.

          The undersigned registrant hereby undertakes:

          (1) To file,  during any period in which  offers or sales are made,  a
post-effective amendment to this registration statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1993;
(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 (1)(i) and (1)(ii) do not apply if
the  registration  statement  is on  Form  S-3 or Form  S-8 and 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
15(d) of the Securities  Exchange Act of 1934 that are incorporated by reference
in the registration statement.

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

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          The   undersigned   registrant   undertakes   that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act of 1933 may be permitted to directors,  officers or  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 Securities  Act of 1933 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  that  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.
SIGNATURES

          Pursuant  to  the  requirements  of the  Securities  At 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 Township of Lyndhurst, State of New Jersey, on the 3rd day of
September, 1997.

                                                 VESTCOM INTERNATIONAL, INC.

                                                 By: /s/Joel Cartun
                                                     ______________________
                                                     Joel Cartun, President

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

Signatures                        Title                              Date

/s/Joel Cartun                    President, Chief Executive   September 3, 1997
- --------------                    Officer and Director
Joel Cartun                       

/s/Howard April*                  Director                     September 3, 1997
___________________
Howard April

/s/Gary J. Marcello*              Director                     September 3, 1997
____________________
Gary J. Marcello

Stephen R. Bova*                  Director                     September 3, 1997
____________________
Stephen R. Bova

Leonard J. Fassler*               Director                     September 3, 1997
____________________
Leonard J. Fassler

Fred S. Lafer*                    Director                     September 3, 1997
____________________
Fred S. Lafer

Richard D. White*                 Director                     September 3, 1997
____________________
Richard D. White

Harvey Goldman*                   Executive Vice President,    September 3, 1997
____________________              Chief Financial Officer
Harvey Goldman                    and Treasurer (Principal
                                  Financial and Accounting
                                  Officer)

                                  *By: /s/Joel Cartun
                                       ________________
                                       Joel Cartun
                                       Attorney-in-Fact
EXHIBIT INDEX

Exhibit No.                 Description                                 Page No.

 4.1                 Registrant's  Restated Certificate of 
                     Incorporation,  as amended (incorporated 
                     by reference)

 5.1                 Opinion of Lowenstein, Sandler, Kohl, 
                       Fisher & Boylan, P.C.

 23.1                Consent of Arthur Andersen LLP

 23.2                Consent of Lowenstein,  Sandler,  Kohl, 
                       Fisher & Boylan, P.C. is included in 
                       Exhibit 5.1

 24.1                Power of Attorney