10-K/A

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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 FORM 10-K/A


(x) Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

    For the fiscal year ended OCTOBER 29, 1994    Commission file number 1-7208


                              DUPLEX PRODUCTS INC.
             (Exact name of Registrant as specified in its charter)


               Delaware                              36-2109817
(State of incorporation or organization)  (I.R.S. Employer Identification No.)

1947 Bethany Road, Sycamore, Illinois      60178          815/895-2101
(Address of principal executive office)  (Zip Code)    (Telephone Number)

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

[CAPTION]

TITLE OF EACH CLASS                       NAME OF EACH EXCHANGE ON WHICH REGISTERED  
- -------------------                       -------------------------------------------
                                       
Common stock, par value $1.00 per share    American Stock Exchange



Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past ninety days.   Yes  X      No 
                                                    ---        ---

As of January 6, 1995, 7,543,278 shares of common stock with a par value of
$1.00 were outstanding.  These shares, which constitute all of the voting stock
of the Registrant, had an aggregate market value on January 6, 1995, of
approximately $58.5 million based on the closing sale price reported on the
American Stock Exchange.  All such shares were owned by non-affiliates of the
Registrant.


DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Annual Report to Shareholders for the fiscal
year ended October 29, 1994, are incorporated by reference in Parts II and IV.
Portions of the Registrant's Proxy Statement for the 1995 Annual Meeting of
Shareholders are incorporated by reference in Part III.
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                                                           EXHIBIT INDEX

[CAPTION]

Exhibit No.                                                                                                                 Page No.
- -----------                                                                                                                 --------
                                                                                                                           
        *  3(a)     Composite of the Registrant's Restated Certificate of Incorporation as amended, incorporated by reference to 
                    Exhibit 3 of the Registrant's Annual Report on Form 10-K for the fiscal year ended October 25, 1988.

        *  3(b)     By-Laws of the Registrant as amended.*

        *  4        Shareholder Rights Plan, incorporated by reference to the Registrant's Form 8-K dated June 8, 1989.

        * 10(a)     1984 Incentive Stock Option Plan, incorporated by reference to the Registrant's Annual Report on Form 10-K
                    for the fiscal year ended October 29, 1983.

        * 10(b)     1993 Incentive Stock Option Plan, incorporated by reference to the Registrant's Annual Report on Form 10-K 
                    for the fiscal year ended October 30, 1993.

        * 11        Computation of Earnings Per Share.*

        * 13        Portions (pages 12 through 29) of the 1994 Annual Report to Shareholders for the fiscal year ended 
                    October 29, 1994.*

        * 18        Letter regarding Change in Accounting Principles.*

        * 23        Consent of Independent Auditors.*

          27        Financial Data Schedule.


*  Previously filed

EX-27

 

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<FISCAL-YEAR-END>                          OCT-29-1994
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