Washington, D.C. 20549




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


Date of Report  
(Date of earliest
event reported): October 26, 2004

Banta Corporation
(Exact name of registrant as specified in its charter)

(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)

225 Main Street, Menasha, Wisconsin 54952
(Address of principal executive offices, including zip code)

(920) 751-7777
(Registrant's telephone number, including area code)

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


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.    Results of Operations and Financial Condition.

        On October 26, 2004, Banta Corporation (the “Company”) issued a press release (the “Press Release”) announcing the Company’s third quarter financial results for the financial period ended October 2, 2004. A copy of the Press Release is being furnished as Exhibit 99.1 to this Current Report.

Use of Non-GAAP Measures

        The Company reports its financial results of operations in accordance with generally accepted accounting principles (“GAAP”). The Company has also provided non-GAAP financial information to complement its consolidated financial statements presented in accordance with GAAP. The non-GAAP financial measures included in the Company’s earnings release are the Company’s third quarter and nine-months ended September 27, 2003 net earnings and diluted earnings per share before litigation settlement costs and restructuring costs associated with the Company’s 2003 restructuring activities. Management believes it is useful for investors to understand how its core operations performed without the effects of such costs.

        In the Company’s judgment, excluding these costs from the Company’s 2003 financial results allows investors to trend, analyze and benchmark in a meaningful manner the performance of the Company’s core operations. In addition, the Company believes that providing net earnings and diluted earnings per share before these costs provides another useful comparison of the Company’s operational performance in 2004 to the comparable three- and nine-month periods in 2003. Many of the Company’s internal performance measures exclude these costs to enable meaningful trending of core operating metrics over an extended period of time. The Company has provided within the earnings release a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

        The non-GAAP financial measures included in the Company’s earnings release are intended to supplement the reader’s overall understanding of the Company’s current financial performance and its prospects for the future. However, the non-GAAP financial measures are not intended to supercede or replace the Company’s GAAP results or expectations.

Item 9.01.    Financial Statements and Exhibits.

  (a) Not applicable.

  (b) Not applicable.

  (c) Exhibits. The following exhibit is being furnished herewith:

  (99.1) Press Release of Banta Corporation, October 26, 2004.



        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.


Date:  October 26, 2004
By:  /s/ Ronald D. Kneezel
        Ronald D. Kneezel
        Vice President, General Counsel and Secretary



Exhibit Index to Current Report on Form 8-K
Dated October 26, 2004


(99.1) Press Release of Banta Corporation, dated October 26, 2004.