UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q

(X)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 2, 2005

OR

(_)

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________to___________

Commission File Number 1-14637

BANTA CORPORATION

(Exact name of registrant as specified in its charter)

Wisconsin	39-0148550
(State or other jurisdiction	(IRS Employer
of incorporation or organization)	I.D. Number)
225 Main Street, Menasha, Wisconsin	54952
(Address of principal executive offices)	(Zip Code)

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

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 12 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 90 days. Yes /X/ No /_/

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes /X/ No /_/

Common stock outstanding as of April 20, 2005 – 24,809,491 shares.

BANTA CORPORATION AND SUBSIDIARIES
Quarterly Report on Form 10-Q
For the Quarter Ended April 2, 2005

INDEX

			Page Number

PART I	FINANCIAL INFORMATION:
	Item 1 -	Financial Statements (Unaudited)
		Condensed Consolidated Balance Sheets
		April 2, 2005 and January 1, 2005	3
		Condensed Consolidated Statements of Earnings
		for the Three Months Ended April 2, 2005
		and April 3, 2004	4
		Condensed Consolidated Statements of Cash Flows
		for the Three Months Ended April 2, 2005
		and April 3, 2004	5
		Notes to Condensed Consolidated Financial Statements -
		April 2, 2005	6-11
	Item 2 -	Management's Discussion and Analysis of Financial Condition
		and Results of Operations	12-16
	Item 3 -	Quantitative and Qualitative Disclosures about Market Risk	17
	Item 4 -	Controls and Procedures	17
PART II	OTHER INFORMATION
	Item 1 -	Legal Proceedings	17
	Item 2 -	Unregistered Sales of Equity Securities and Use of Proceeds	18
	Item 6 -	Exhibits	18
SIGNATURES			18
EXHIBIT INDEX			19
CERTIFICATIONS			20-22

Part 1 Item 1. Financial Statements

BANTA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

	(Dollars in thousands)
ASSETS	April 2, 2005			January 1, 2005
	(unaudited)
Current Assets
Cash and cash equivalents	$	140,401		$	133,093
Receivables		262,150			263,087
Inventories		98,908			102,892
Other current assets		21,734			25,169

Total Current Assets		523,193			524,241

Plant and equipment		1,001,589			999,935
Less accumulated depreciation		722,958			711,808

Plant and equipment, net		278,631			288,127
Goodwill		65,991			66,371
Other assets		28,037			26,834

Total Assets	$	895,852		$	905,573

LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current Liabilities
Accounts payable	$	108,778		$	105,656
Accrued salaries and wages		29,852			44,410
Other accrued liabilities		45,247			47,946
Current maturities of long-term debt		25,597			25,594
Short-term borrowings		10,000			--

Total Current Liabilities		219,474			223,606

Long-term debt		61,073			62,333
Deferred income taxes		25,622			25,622
Other non-current liabilities		58,162			56,046

Total Liabilities		364,331			367,607

Shareholders' Investment
Preferred stock-$10 par value;
authorized 300,000 shares; none issued		--			--
Common stock-$.10 par value, authorized 75,000,000 shares;
29,396,577 and 29,278,884 shares issued, respectively		2,940			2,928
Amount in excess of par value of stock		45,695			41,454
Retained earnings		594,765			582,973
Unearned compensation		(1,719	)		(840	)
Treasury stock, at cost - 4,567,753 and 4,232,412 shares, respectively		(129,192	)		(114,046	)
Accumulated other comprehensive income		19,032			25,497

Total Shareholders' Investment		531,521			537,966

	$	895,852		$	905,573

See accompanying notes to unaudited condensed consolidated financial statements

BANTA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)

	(Dollars in thousands, except per share amounts)
	Three Months Ended
	April 2, 2005			April 3, 2004
Continuing Operations
Revenue	$	386,277		$	349,528
Cost of printing and supply-chain services		302,358			277,302

Gross earnings		83,919			72,226
Selling and administrative expenses		63,297			51,066

Earnings from operations		20,622			21,160
Interest expense		(1,556	)		(1,890	)
Interest income		737			527
Other income, net		414			159

Earnings from continuing operations
before income taxes		20,217			19,956
Provision for income taxes		6,470			7,139

Earnings from continuing operations		13,747			12,817
Discontinued operations:
Earnings from operations of discontinued
Healthcare segment, net of income taxes		2,260			1,257

Net earnings	$	16,007		$	14,074

Basic earnings per share of common stock:
Earnings from continuing operations	$	0.55		$	0.50
Earnings from discontinued operations		0.09			0.05

Total	$	0.64		$	0.55

Diluted earnings per share of common stock:
Earnings from continuing operations	$	0.54		$	0.49
Earnings from discontinued operations		0.09			0.05

Total	$	0.63		$	0.54

Cash dividends per share of common stock	$	0.17		$	0.17

See accompanying notes to condensed consolidated financial statements

BANTA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

	(Dollars in thousands)
	Three Months Ended
	April 2, 2005			April 3, 2004
Cash Flows from Operating Activities
Net earnings	$	16,007		$	14,074
Depreciation		14,460			15,127
Deferred income taxes		14			(727	)
Tax benefit from the exercise of stock options		967			1,012
Non-cash stock compensation		154			--
Gain on sale of plant and equipment		(2,315	)		(482	)
Change in assets and liabilities
Decrease (increase) in receivables		937			(4,438	)
Decrease in inventories		3,984			363
Decrease in accounts payable
and accrued liabilities		(14,094	)		(3,989	)
Net change in other current assets and liabilities		3,421			3,932
Net change in other non-current assets and liabilities		913			10

Cash provided from operating activities		24,448			24,882

Cash Flows From Investing Activities
Capital expenditures		(9,980	)		(18,865	)
Proceeds from the sale of plant and equipment		6,952			668

Cash used for investing activities		(3,028	)		(18,197	)

Cash Flows From Financing Activities
Repayments of long-term debt		(1,256	)		(1,267	)
Short-term borrowings, net of repayments		10,000			--
Dividends paid		(4,257	)		(4,388	)
Proceeds from exercise of stock options		2,771			1,734
Repurchase of common stock		(15,664	)		(43,690	)

Cash used for financing activities		(8,406	)		(47,611	)

Effect of exchange rate changes on cash and cash equivalents		(5,706	)		(476	)

Net increase (decrease) in cash		7,308			(41,402	)
Cash and cash equivalents at the beginning of period		133,093			181,112

Cash and cash equivalents at the end of the period	$	140,401		$	139,710

Cash payments for:
Interest, net of capitalized interest	$	1,069		$	1,353
Income taxes		487			556

See accompanying notes to condensed consolidated financial statements

BANTA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
APRIL 2, 2005
(UNAUDITED)

1)	Basis of Presentation

The unaudited condensed consolidated financial statements of Banta Corporation (the “Corporation”) included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although the Corporation believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and the notes thereto included in the Corporation’s latest Annual Report on Form 10-K.

In the opinion of management, the aforementioned financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods. Results for the three months ended April 2, 2005 are not necessarily indicative of results that may be expected for the year ending December 31, 2005. Certain prior year amounts have been reclassified to conform to the 2005 presentation.

2)	Inventories

Inventories consist of the following (dollars in thousands):

	April 2, 2005		January 1, 2005
Raw materials	$	55,561	$	49,055
Work-in-process and finished goods		43,347		53,837

	$	98,908	$	102,892

3)	Earnings Per Share of Common Stock

Basic earnings per share of common stock is computed by dividing net earnings by the weighted average number of common shares outstanding during the period. Diluted earnings per share of common stock is computed by dividing net earnings by the weighted average number of common shares and common equivalent shares outstanding during the period. The common equivalent shares relate to the assumed exercise of stock options, the assumed vesting of restricted stock and the assumed settlement of the 2004 accelerated share repurchase agreement described in Note 8.

The weighted average shares used in the computation of earnings per share consist of the following (in millions of shares):

	Three Months Ended
	April 2, 2005	April 3, 2004
Basic	25.0	25.7
Diluted	25.4	26.1

4)	Comprehensive Earnings

Comprehensive earnings consist of the following (dollars in thousands):

	Three Months Ended
	April 2, 2005			April 3, 2004
Net earnings	$	16,007		$	14,074
Foreign currency translation
adjustments		(6,465	)		(649	)

Comprehensive earnings		9,542		$	13,425

Goodwill

Changes in the carrying amount of goodwill by segment for the quarter ended April 2, 2005 consist of the following (dollars in thousands):

	Printing services		Supply-chain management services			Healthcare		Total
Balance at January 1, 2005	$	37,552	$	6,855		$	21,964	$	66,371
Translation adjustments for goodwill
denominated in foreign currencies		-0-		(380	)		-0-		(380	)

Balance at April 2, 2005	$	37,552	$	6,475		$	21,964	$	65,991

6)	Stock-Based Compensation

The Corporation has two stock-based employee compensation plans. The Corporation’s stock-based employee compensation plans are accounted for under the recognition and measurement principles of Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. Because the number of shares is fixed and the exercise price of the stock options equals the market price of the underlying stock on the date of grant, no cost is reflected in net earnings for stock options granted under these plans. The Corporation amortizes restricted stock awards to net earnings over the vesting period based on the fair value of the stock at the date of grant.

Had compensation cost been determined based upon the fair value at the grant date for awards under the plans based on the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” the Corporation’s pro forma net earnings and earnings per share would have been as follows (dollars in thousands, except per share amounts):

	Three Months Ended
	April 2, 2005			April 3, 2004
Net earnings, as reported	$	16,007		$	14,074
Add:
Compensation expense related to restricted stock
included in net earnings, net of related taxes		92			--
Deduct:
Compensation expense determined
under SFAS No. 123, net of related taxes		(979	)		(1,349	)

Pro forma net earnings	$	15,120		$	12,725