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 AND EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) ~~September~~December 631, 2002

DISC GRAPHICS, INC.
(Exact name of registrant as specified in its charter)

Commission File Number 0-22696


DELAWARE			13-3678012
(State or other jurisdiction			(I.R.S. Employer
of incorporation)			Identification No.)

10 Gilpin Avenue, Hauppauge, New York 11788
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (631) 234-1400

Not Applicable
(Former name or former address, if changed since last report.)

~~ITEM~~Item 5. ~~OTHER~~Other ~~EVENTS~~Events

On ~~September~~December 631, 2002, Disc Graphics, Inc. (~~the~~ "~~Registrant~~Disc") ~~entered~~announced ~~into~~that anits stockholders had approved the proposal to approve and adopt the Agreement and Plan of Merger, dated as of September 6, 2002 (the "Merger Agreement") ~~with DG Acquisition Corp.~~, aby ~~Delaware~~and ~~corporation~~between ~~("DGAC") formed~~Disc ~~at the direction of Donald Sinkin, the Chairman~~ and ~~Chief Executive Officer~~DG ofAcquisition ~~the Registrant~~Corp., ~~Main Street Resources, a private equity firm,~~ and ~~certain~~to ~~other~~approve ~~members of~~ the ~~Registrant's~~merger ~~management. Pursuant~~contemplated toby the Merger Agreement, ~~DGAC will be merged with and into the Registrant~~ (the "Merger"). On ~~and~~December ~~the~~31, ~~Registrant~~2002, ~~will survive~~ the Merger was consummated. ~~Under~~Disc's ~~the~~press ~~terms of~~release ~~the~~announcing ~~Merger~~these ~~Agreement,~~events ~~each~~is ~~outstanding~~attached ~~share~~hereto. Pursuant ofto the ~~Registrant's~~Merger, ~~common~~each ~~stock~~Disc ~~(except~~stockholder ~~for~~other ~~treasury~~than ~~shares,~~certain ~~shares~~members ~~held~~of byDisc's ~~DGAC~~management and ~~shares held by~~ certain other members of ~~management)~~the buy-out group, will be ~~converted~~entitled ~~into the right~~ to receive $1.82 inper share ~~cash~~of Disc stock held by them.

~~Consummation~~Item of7. ~~the~~Financial ~~Merger~~Statements ~~is subject to approval by a majority of the Registrant's stockholders,~~ and other usual and customary conditions, including the approval of the Registrant's primary secured lender. A copy of the Merger Agreement is included herein as Exhibit 2.1. Following the Merger, the capital stock of the Registrant will no longer be publicly traded. Exhibits

The foregoing description only purports to be a summary of the document referenced herein and is qualified in its entirety by reference to the full text of the Merger Agreement attached hereto.


(A)	Financial statements of businesses acquired

	Not applicable

(B)	Pro form financial information

	Not applicable

(C)	Exhibits

	Exhibit 2.1	Agreement and Plan of Merger, dated September 6, 2002, by and between Disc Graphics, Inc. and DG Acquisition Corp. (incorporated by reference to the Form 8-K filed by Disc Graphics, Inc. dated September 11, 2002).

	Exhibit 99.1	Press release of Disc Graphics, Inc. dated December 31, 2002

~~ITEM~~ ~~7. EXHIBITS.~~SIGNATURES

Exhibits.
The following exhibit is filed herewith:
Exhibit No.		Description
2.1	Agreement and Plan of Merger, dated September 6, 2002, by and between Disc Graphics, Inc. and DG Acquisition Corp.

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.

Signatures


	DISC GRAPHICS, INC.

	(Registrant)

Date: December 31, 2002	By: /s/ Margaret M. Krumholz
	Name: Margaret M. Krumholz Title: Executive Vice President - Finance and Chief Financial Officer

~~Pursuant~~INDEX toTO ~~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.~~EXHIBITS

	DISC GRAPHICS, INC.
EXHIBIT NO.		DESCRIPTION
	(Registrant)
2.1		Agreement and Plan of Merger, dated September 6, 2002, by and between Disc Graphics, Inc. and DG Acquisition Corp. (incorporated by reference to the Form 8-K filed by Disc Graphics, Inc. dated September 11, 2002).
Date: September 11, 2002	By: /s/ Margaret M. Krumholz
99.1		Press release of Disc Graphics, Inc., dated December 31, 2002
	Name: Margaret M. Krumholz Title: Senior Vice President of Finance and Chief Financial Officer

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