8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




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                                    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):  May 24, 2001



                          VALASSIS COMMUNICATIONS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


   Delaware                        1-10991                       38-2760940
- -----------------           ------------------------         ------------------
 (State or other            (Commission File Number)           (IRS Employer
of incorporation)                                            Identification No)


                  19975 Victor Parkway, Livonia, Michigan 48152
                  ---------------------------------------------
                     (Address of principal executive office)


Registrant's telephone number, including area code: 734-591-3000


Item 5.   OTHER EVENTS

On May 23, 2001, Valassis Communications, Inc. announced that it intends to
raise approximately $150 million through an offering of 20-year, zero-coupon
convertible senior notes to qualified institutional investors. Copies of two
Company press releases related to this offering are filed as Exhibits to this
Form 8-K.




Item 7.   FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 99.1    Press Release of Valassis Communications, Inc.
                dated May 23, 2001


Exhibit 99.2    Press Release of Valassis Communications, Inc.
                dated May 24, 2001


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.


                                  VALASSIS COMMUNICATIONS, INC.



                                  By: /s/ Robert L. Recchia
                                     ------------------------------------------
                                     Robert L. Recchia
                                     Executive Vice President and
                                     Chief Financial Officer



Dated:  May 24, 2001

EX-99.1

                                                                    Exhibit 99.1


Valassis Communications Announces Offer to Institutional Investors
PR Newswire - May 23, 2001 4:28pm


LIVONIA, Mich., May 23 /PRNewswire/ -- Valassis Communications, Inc.
(NYSE: VCI) today announced that it intends, subject to market and other
conditions, to raise approximately $150 million (excluding proceeds of the
over-allotment option, if any) through an offering of 20-year, zero-coupon
convertible senior notes to qualified institutional investors. The notes will
convert into the Company's common stock at a premium, to be determined. The
Company stated that it intends to use the net proceeds of the offering primarily
to pay down existing indebtedness and for general corporate purposes.

This news release does not constitute an offer to sell or the solicitation of an
offer to buy the securities. Any offers of the securities will be made only by
means of a private offering memorandum. The securities to be offered will not be
registered under the Securities Act of 1933, as amended, or applicable state
securities laws, and may not be offered or sold in the United States absent
registration under the Securities Act and applicable state securities laws or
available exemptions from such registration requirements.

/CONTACT:  Lynn Liddle of Valassis, 734-591-7374, fax 734-591-4503/

EX-99.2

                                                                    Exhibit 99.2


Valassis Announces Pricing of Zero Coupon Convertible Senior Notes
PR Newswire - May 24, 2001 12:47pm


Proceeds to Pay Down Existing Debt

LIVONIA, Mich., May 24 /PRNewswire/ -- Valassis (NYSE: VCI) announced today that
it established the terms of its 20-year, zero coupon convertible senior notes.
Valassis previously announced that it was offering the notes for sale to
qualified institutional investors through a private placement. The notes will be
sold for an issue price of $551.26 per $1,000 principal amount at maturity. The
issue price represents a yield to maturity of 3.0 percent per year.

Valassis will issue notes with an aggregate issue price of approximately $150
million (approximately $272.1 million aggregate principal amount at maturity).
Valassis has also granted the initial purchaser of the offering a 30-day option
to purchase additional notes with an aggregate issue price of approximately $15
million (representing approximately $27.2 million in additional aggregate
principal amount at maturity). Valassis may call the notes in whole or in part
on or after June 6, 2006. Holders may require Valassis to repurchase the notes
at specified prices on the third, fifth, tenth and fifteenth anniversaries of
the closing date of the notes. On the third and fifth anniversaries, Valassis
may pay the repurchase price in cash or shares of Valassis common stock, or a
combination thereof. The notes are generally convertible at the option of the
holders into 11.8316 shares of Valassis' common stock per $1,000 face amount of
note (equivalent at issuance to $46.592 per share of common stock), subject to
certain adjustments, provided that the common stock has traded at or above 120%
of the accreted convertible value ($55.91 as of the 5/23/01 market close) for 20
trading days out of any 30 trading-day period. The notes are also convertible
under other certain circumstances.

If the trading price of the notes exceeds 120% of the accreted value in any six
month period after June 6, 2006, Valassis will pay holders contingent interest
in the subsequent six month period equal to the cash dividends, if any, payable
on Valassis' common stock subject to a minimum of 0.30% of the conversion value
of the notes.

As previously announced, Valassis intends to use the net proceeds of the
offering primarily to pay down existing indebtedness and for general corporate
purposes.

Consummation of the sale of the notes is subject to customary closing
conditions, and there can be no assurance that the offering of the notes will be
consummated. Closing is scheduled for June 6, 2001.


This news release does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities. Any offers of the securities will be made
only by means of a private offering memorandum. The securities to be offered
will not be registered under the Securities Act of 1933, as amended, or
applicable state securities laws, and may not be offered or sold in the United
States absent registration under the Securities Act and applicable state
securities laws or available exemptions from such registration requirements.

/CONTACT:  Lynn Liddle of Valassis, 734-591-7374, Fax, 734-591-4503,
liddlel@valassis.com/