SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BAXTER JAMESON A

(Last)

(First)

(Middle)

225 MAIN STREET

P. O. BOX 8003

(Street)

MENASHA

54952-8003

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BANTA CORP [ BN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								13,375	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to buy)	$19.1875							10/26/2000	04/26/2010	Common Stock	1,500		1,500	D
Stock Options (Right to buy)	$26							04/25/2001	04/25/2011	Common Stock	3,000		3,000	D
Stock Options (Right to buy)	$30.92							10/30/2003	04/30/2013	Common Stock	3,000		3,000	D
Stock Options (Right to buy)	$36.71							04/24/2002	04/24/2012	Common Stock	3,000		3,000	D
Stock Option	$21.375							10/28/1999	04/27/2009	Common Stock	1,500		1,500	D
Stock Option	$22.67							10/26/1995	04/25/2005	Common Stock	1,500		1,500	D
Stock Option	$24.375							10/24/1996	04/23/2006	Common Stock	1,500		1,500	D
Stock Option	$25.375							10/23/1997	04/22/2007	Common Stock	1,500		1,500	D
Stock Option	$31.375							10/29/1998	04/28/2008	Common Stock	1,500		1,500	D
Phantom stock units⁽¹⁾	$0	01/26/2004		A		23.92		08/08/1988⁽³⁾	08/08/1988⁽³⁾	Phantom stock units	23.92	$0⁽²⁾	8,432.81	D
Phantom stock units⁽⁴⁾	$0	01/27/2004		A		305.9		08/08/1988⁽³⁾	08/08/1988⁽³⁾	Phantom stock units	305.9	$0⁽²⁾	8,738.71	D

Explanation of Responses:

1. Payment of deferred meeting fees at a price of $41.80 per share.

2. This security converts on a one-for-one basis.

3. The units will be settled in cash following the reporting person's conclusion of service as a director.

4. Payment of deferred board retainer, deferred chairperson retainer and meeting fees at a price of $41.68 per share.

	Ronald D. Kneezel, attorney-in-fact	01/28/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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