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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~February 1220, 2001

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

Minnesota (~~Exact~~State ~~name~~or ofother ~~registrant~~jurisdiction asof ~~specified~~incorporation) in333-30732 ~~its~~(Commission ~~charter~~File Number) 41-0946258 (I.R.S. Employer Identification No.)

Minnesota	333-30732	41-0946258
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Merrill Circle, St. Paul, MN		55108
(Address of principal executive offices)		(Zip Code)

One Merrill Circle, St. Paul, Minnesota 55108
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (651) 646-4501

~~Form~~Item ~~8-K~~9. ~~for~~Regulation ~~Merrill~~FD ~~Corporation~~Disclosure.

In our Form 10-Q for our fiscal third quarter ended October 31, 2000, we described our failure to meet, as of October 31, 2000, certain financial performance covenants under our credit facility as a result of declines in our operating results in the three and nine month periods ended October 31, 2000. These ~~Item~~financial 5covenants included EBITDA, interest coverage, leverage ratio and fixed charge coverage ratios. ~~Other~~ ~~Events~~Our lenders, however, agreed effective October 31, 2000 to waive these defaults and amend our credit facility to, among other things, provide for less restrictive financial covenant targets for the quarters ending October 31, 2000, January 31, 2001 and April 30, 2001 and to add certain additional financial and other covenants, including a minimum EBITDA covenant at March 31, 2001 and a senior leverage ratio.

OnIn our ~~January 12,~~third ~~2001,~~quarter ~~Merrill Communications LLC~~Form 10-Q, awe ~~subsidiary~~stated ofthat ~~Merrill~~we ~~Corporation,~~anticipated ~~completed~~that awe ~~private~~would ~~placement~~be ofable ~~14%~~to ~~Senior~~comply ~~Discount~~with ~~Notes Due 2008 (~~the ~~"Notes")~~amended incovenants ~~the~~through ~~aggregate principal amount of $23~~April 30,~~464,660.77,~~ ~~with~~2001 ~~proceeds~~and to the original ~~Company~~covenants ofthereafter ~~$9,100,000.~~through ~~The~~aggressive ~~Notes~~cost ~~contain~~reduction ~~registration~~programs ~~rights~~and ~~requiring~~revenue ~~Merrill~~enhancement ~~Communications~~initiatives, ~~LLC~~although ~~to register~~we ~~the~~gave ~~exchange~~no assurance of ~~such~~our ~~Notes~~ability ~~upon~~to ~~demand~~do ~~by the holders~~so. ~~The~~As ~~receipt~~a result of the ~~proceeds~~continued weakness ofin ~~these~~the ~~Notes~~domestic onfinancial ortransaction ~~prior~~market toand ~~January~~the ~~15,~~impact ~~2001~~on ~~was~~our aFinancial ~~requirement~~Document ofServices ~~Merrill~~(FDS) ~~Communications~~business ~~LLC's~~unit, ~~amended credit~~we ~~facility.~~now ~~The~~believe ~~Notes~~that ~~were~~the ~~sold~~amended tocovenants ~~certain affiliates of Merrill Corporation. The Notes~~ will not be ~~nor~~met ~~have~~as ~~not~~of January 31, ~~been~~2001. ~~registered~~In ~~under~~addition, ~~the~~there ~~Securities~~is ~~Act~~a ofsignificant ~~1933,~~risk asthat the amended, ~~and~~covenants ~~may~~will not be ~~offered~~ ormet ~~sold~~as inof ~~the~~March 31, ~~United~~2001 ~~States absent registration~~ or anApril 30, ~~applicable exemption from registration requirements~~2001.

As a result, we have commenced discussions with our lenders regarding forbearance agreements, additional amendments or waivers under, or a potential restructuring of, our amended ~~Item~~credit 7facility. ~~Financial~~ ~~Statements~~We ~~and~~do ~~Exhibits~~not currently have any agreement with any lenders participating in the credit facility with respect to any such forbearance, amendments, waivers or restructurings.

(a)	Not applicable.
(b)	Not applicable.
(c)	Exhibits.
	10.1	Note Purchase Agreement dated January 12, 2001 among Merrill Communications LLC, the guarantors listed therein, DLJMB Funding II, Inc., DLJ ESC, L.P., DLJ ESC II, L.P. and John W. Castro.
	10.2	Registration Rights Agreement dated January 12, 2001 by and among Merrill Communications LLC, the guarantors to the Note Purchase Agreement, DLJMB Funding II, Inc., DLJ First ESC, L.P., DLJ ESC II, L.P. and John W. Castro.

In connection with any forbearance or additional amendments or waivers under, or any restructuring of, our credit facility, we could be required to restructure our operations, sell assets, and/or issue additional capital or debt securities. Any increase in our debt service requirements or any reduction in amounts available for borrowing under our credit facility could significantly affect our ability to fund capital expenditures, acquisitions, and working capital. There can be no assurance that our credit facility will be renegotiated on terms acceptable to us.

Unless we are able to obtain an agreement to the contrary with our lenders and if, as we expect, we are unable to comply with the current financial covenant levels at January 31, 2001, we will not be able to borrow under our revolving credit line and our lenders will have the right to declare the outstanding borrowings under our credit facility to be immediately due and payable and to exercise all or any of their other rights and remedies, including foreclosing on the collateral pledged to secure the credit facility, which consists of substantially all of our assets. As of February 19, 2001, we had cash and cash equivalents of approximately $20.5 million. If amounts outstanding under our credit facility were declared to be due and payable, holders of our 12% Senior Subordinated Notes due 2009 would be permitted to declare such notes to be immediately due and payable. However, pursuant to the subordination provisions of the 12% Senior Subordinated Notes due 2009, in such a circumstance payments on such Notes would not be permitted until amounts outstanding under our credit facility were paid in full.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MERRILL CORPORATION By: /s/ ROBERT NAZARIAN Robert Nazarian Its: Executive Vice President and Chief Financial Officer

	MERRILL CORPORATION
	By:	/s/ ROBERT H. NAZARIAN Robert H. Nazarian Executive Vice President, Chief Financial Officer
Dated: February 20, 2001

Dated: January 16, 2001

EXHIBIT INDEX

Exhibit No.		Description		Filing
10.1		Note Purchase Agreement dated January 12, 2001 among Merrill Communications LLC, the guarantors listed therein, DLJMB Funding II, Inc., DLJ ESC, L.P., DLJ ESC II, L.P. and John W. Castro		Filed herewith.
10.2		Registration Rights Agreement dated January 12, 2001 by and among Merrill Communications LLC, the guarantors to the Note Purchase Agreement, DLJMB Funding II, Inc., DLJ First ESC, L.P., DLJ ESC II, L.P. and John W. Castro		Filed herewith.

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Item 9. Regulation FD Disclosure.

SIGNATURES

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