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Commission File Number 0-2604

GENERAL BINDING CORPORATION
(Exact name of registrant as specified in its charter)

36-0887470
(I.R.S. employer identification No.)

Delaware
(State or other jurisdiction of incorporation or organization)

One GBC Plaza,
Northbrook, Illinois 60062
(Address of principal executive offices, including zip code)

(847) 272-3700
(Registrant's telephone number, including area code)

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.

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GENERAL BINDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(000 omitted, except per share data)

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GENERAL BINDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(000 omitted)

GENERAL BINDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(000 omitted)

(1)     Basis of Presentation

The condensed consolidated financial statements include the accounts of General Binding Corporation and its subsidiaries ("GBC" or the "Company"). These financial statements have been prepared by GBC, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. GBC believes that the disclosures included in these condensed consolidated financial statements 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 GBC's 2001 Annual Report on Form 10-K. In the opinion of management, all adjustments necessary to present fairly the financial position of GBC as of June 30, 2002 and December 31, 2001 and the resul ts of their operations for the three and six months ended June 30, 2002 and 2001 have been included. Operating results for any interim period are not necessarily indicative of results that may be expected for the full year.

The preparation of financial statements in conformity with generally accepted accounting principles requires the use of certain estimates by management in determining the entity's assets, liabilities, revenues and expenses. Such estimates and management judgement include, among others, the allowance for doubtful accounts and sales returns, allowances for slow-moving and obsolete inventory, and long lived assets. Actual results could differ from the estimates used by management.

Certain amounts for prior periods have been reclassified to conform to the 2002 presentation.

(2)     Borrowings

A significant portion of GBC's long-term funding has been provided through its Revolving Credit Facility. The Revolving Credit Facility was amended and restated in January 2002. The maturity date on the majority portion of the Revolving Credit Facility was extended until January 13, 2004, and on the remaining portion until July 13, 2004. See Item 2. -- Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources -- for a further discussion of GBC's credit facilities.

GBC's borrowings consist of the following at June 30, 2002 and December 31, 2001; outstanding borrowings denominated in foreign currencies have been converted to U.S. dollars (000 omitted):

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(3)    Earnings Per Share

GBC's Certificate of Incorporation provides for 40,000,000 authorized shares of Common Stock, $0.125 par value per share, and 4,796,550 shares of Class B Common Stock, $0.125 par value per share. Each Class B share is entitled to 15 votes and is to be automatically converted into one share of Common Stock upon transfer thereof. All of the Class B shares are owned by Lane Industries, Inc., GBC's majority stockholder.

The following table illustrates the computation of basic and diluted earnings per share (000 omitted except per share data):

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(4)     Restructuring and Other

During the first half of 2002, GBC recorded restructuring charges of $5.1 million, which primarily consisted of $3.1 million related to the closure of GBC's Buffalo Grove, Illinois facility, $0.9 million related to the downsizing of a facility in Amelia, Virginia and approximately $1.0 million related to the reorganization of certain Corporate and other support functions. The restructuring expenses primarily consist of severance and related benefit expenses, asset write-offs, contractual lease payments, and other costs related to the changes at these facilities. The operations currently performed at these locations will be absorbed into existing GBC facilities, and it is anticipated that these actions should be completed during the fourth quarter of 2002. As of June 30, 2002, approximately 141 employees have been notified of termination of their employment or have already been terminated.

The components of the restructuring expenses are as follows (000 omitted):

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          (1) Amounts primarily relate to the effects of foreign exchange rate changes.

During 2002, GBC incurred $0.8 million of special charges related to costs associated with the transition of production from the closed/down-sized facilities to other GBC facilities. In 2001, GBC incurred $4.5 million of other expenses primarily related to contractual severance payments to its former CEO, transition expenses for GBC's new Chairman, and severance costs to be paid to the Company's former CFO.

(5)     Business Segments

In accordance with SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information," GBC has identified four reportable operating segments based on the amount of revenues and operating income of these segments. GBC's operating segments are based on the organization of GBC into business groups comprised of similar products and services. The Document Finishing Group's revenues are primarily derived from sales of binding and punching equipment and related supplies, custom binders and folders, and maintenance and repair services. The Films Group's revenues are primarily derived through sales of thermal and pressure sensitive films, mid-range and commercial high-speed laminators and large-format digital print laminators. The Document Finishing Group's and the Films Group's products and services are sold through direct and dealer channels to the general office markets, commercial reprographic centers, educational and training markets, commercial printers, and to government agencies. The Office Products Group's revenues are primarily derived from the sale of binding and laminating equipment and supplies, document shredders, visual communications products and desktop accessories through indirect channels (resellers) including office product superstores, contract/commercial stationers, wholesalers, mail order companies and retail dealers. The Europe Group distributes the Office Products and Document Finishing Groups' products to customers in Europe.

Expenses incurred by the four reportable segments described above relate to costs incurred to manufacture or purchase products, as well as selling, general and

 administrative costs. The All Others category presented below primarily represents expenses of a corporate nature as well as revenues and expenses for certain entities not assigned to one of the other four reportable segments. For internal management purposes and the presentation below, operating income is determined as income before taxes excluding interest expense, goodwill amortization, restructuring and other expenses, and other income and expense.

GBC does not separately identify interest expense or income taxes for its operating segments. Sales between business groups are recorded at cost for domestic business units, and cost plus a normal profit margin for sales between domestic and international business units. GBC's business groups record expenses for certain services provided and expense allocations; however, the charges and allocations between business groups are not significant. As a result of the implementation of SFAS No. 142 (see Note 6 New Accounting Standards), goodwill is no longer amortized, and is not included as a component of operating income. The prior periods have been restated for these reporting changes. Segment data is provided below for the three and six months ended June 30, 2002 and 2001 (000 omitted).

	Unaffiliated Customer Sales		Affiliated Customer Sales		Operating Income (1)
	Three months ended		Three months ended		Three months ended
	June 30,		June 30,		June 30,
	2002	2001	2002	2001	2002	2001
Document Finishing Group	$ 47,033	$ 51,084	$ 4,896	$ 6,176	$ 5,374	$ 6,307
Films Group	36,690	39,052	6,516	5,784	6,967	6,921
Office Products Group	57,802	55,343	524	965	6,511	5,301
Europe Group	22,362	24,591	4,207	3,661	(682)	(451)
All Others	10,449	10,600	-	-	(6,353)	(6,258)
Eliminations	-	-	(16,143)	(16,586)	-	-
Total	$ 174,336     =======	$ 180,670    =======	$ - ==	$ -      ==	$ 11,817 ======	$ 11,820    ======

	Unaffiliated Customer Sales		Affiliated Customer Sales		Operating Income (1)
	Six months ended June 30,		Six months ended June 30,		Six months ended June 30,
	2002	2001	2002	2001	2002	2001
Document Finishing Group	$ 92,055	$ 101,869	$ 9,408	$ 12,274	$ 10,718	$ 12,805
Films Group	71,727	78,801	11,586	11,526	12,986	12,901
Office Products Group	112,590	116,386	1,111	1,568	12,232	13,200
Europe Group	48,874	53,612	7,541	7,187	180	(259)
All Others	21,352	21,802	-	-	(14,035)	(13,404)
Eliminations	-	-	(29,646)	(32,555)	-	-
Total	$ 346,598 =======	$ 372,470    =======	$ -      ==	$ -     ==	$ 22,081 ======	$ 25,243     ======
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	Total Segment Assets
	June 30,	December 31,
	2002	2001
Document Finishing Group	$ 165,891	$ 167,467
Films Group	239,839	222,701
Office Products Group	282,300	402,479
Europe Group	136,097	119,644
All Others	296,799	337,474
Eliminations	(547,790)	(530,595)
Total	$ 573,136        =======	$ 719,170       =======

(1)     Operating income as presented above excludes restructuring and other expenses, interest expense, and other income and expense. Goodwill amortization has been excluded from the 2001 amounts.

GBC's products are sold primarily in North America, Latin America, Europe, Japan and Australia to office products resellers and directly to end-users in the business, education, commercial/professional and government markets. GBC has a large base of customers; however, the loss of, or major reduction in business or failure to collect receivables from one or more of GBC's major customers could have a material adverse effect on GBC's financial position or results of operations.

Financial information for the three and six months ended June 30, 2002 and 2001, by geographical area is summarized below (000 omitted).

	Unaffiliated Customer Sales		Unaffiliated Customer Sales		Long-lived Assets
	Three months ended June 30,		Six months ended June 30,		June 30,	December 31,
	2002	2001	2002	2001	2002	2001
United States	$ 115,137	$ 119,010	$ 224,504	$ 244,032	$ 366,245	$ 472,391
Europe	31,817	33,509	66,896	71,522	20,871	22,933
Other International	27,382	28,151	55,198	56,916	21,937	20,182
Eliminations	-	-	-	-	(108,065)	(101,388)
Total	$ 174,336      =======	$ 180,670    =======	$ 346,598    =======	$ 372,470    =======	$ 300,988    =======	$ 414,118      =======

(6)      New Accounting Standards

EITF Issue No. 01-09

Effective January 1, 2002, GBC implemented EITF Issue No. 01-09 "Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor's Products)." This pronouncement specifies when companies are required to record the cost of certain sales incentives and how the costs are to be classified in the income statement. GBC previously recorded the costs of such sales incentives as selling expenses in its income statement; these costs are now recorded as a reduction in sales. The prior year's results have been restated for this change. The impact on the prior year's

 results was to reduce both net sales and selling service and administrative expenses by $36.6 and $17.7 million for the six months and three months ended June 30, 2001, respectively. There has been no change to operating income as a result of the implementation of this standard, however, operating income margins have increased.

Goodwill and Other Intangible Assets

Effective January 1, 2002, GBC implemented SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets." With the adoption of SFAS No.'s 141 and 142, goodwill is no longer subject to amortization over its useful life. Rather, goodwill will be subject to at least an annual assessment for impairment by applying a fair-value-based test. Under the new rules, an acquired intangible asset would be separately recognized if the benefit of the intangible asset is obtained through contractual or other legal rights, or if the intangible asset can be sold, transferred, licensed, rented, or exchanged, regardless of the acquirer's intent to do so.

In accordance with SFAS No. 142, GBC tested its goodwill balances to determine whether these assets were impaired. Based upon the testing performed, GBC recorded a non-cash impairment charge of $110 million ($79 million after-tax) effective January 1, 2002, primarily related to the impairment of goodwill in the Office Products Group. In addition, SFAS No. 142 also requires that previously recognized intangible assets, other than goodwill, be reassessed to determine the appropriateness of the estimated useful lives of these assets. Intangible assets determined to have finite lives are amortized over those lives and intangible assets that have indefinite lives are not amortized. As of June 30, 2002, there have been no events or circumstances which would warrant a revision to the remaining useful lives of these assets.

The following table reconciles net income, basic and diluted earnings per share to amounts that would have been reported if SFAS No. 142 had been implemented as of January 1, 2001 (000 omitted except per share data):

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GBC's carrying values for goodwill by business segment as of June 30, 2002 and December 31, 2001 are summarized below (000 omitted). The change in the carrying amount for goodwill between December 31, 2001 and June 30, 2002 is related to the impairment charge of goodwill and changes in foreign currency exchange rates.

Amortization expense related to GBC's other intangible assets is summarized below.

As noted above, the impairment charge associated with the implementation of SFAS No. 142 is effective January 1, 2002. Under the transition provisions of SFAS No. 142, the Company is reflecting the adjustment in its second quarter 2002 financial statements. If the adjustment had been recorded in GBC's first quarter 2002 financial statements, the following would have been reported (000 omitted, except per share data):

(7)     Income Taxes

In the second quarter of 2002, the Company settled a U.S. Federal income tax claim, which resulted in a reduction to GBC's income tax provisions of $0.9 million. As a result of new U.S. Federal tax legislation, the Company was able to obtain a tax refund in the first quarter of 2002 (see Management Discussion and Analysis for a detailed discussion of this issue). The cash refund amounted to $7.5 million, however, the Company's income tax provision was negatively impacted by $1.5 million due to a deferred tax asset write-off associated with the refund.

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(8)     Contingencies

As indicated in GBC's 2001 Annual Report on Form 10-K, GBC is continuing to review its investment in a joint venture in India and is exploring potential options with regard to a possible exit of this investment.  If GBC decides to withdraw from its business in India, it is possible that the entire investment could be written-off through a non-cash charge.  This venture had a book value of approximately $1.2 million as of June 30, 2002.

(9)     Subsidiary Guarantor Information

During 1998, GBC issued $150 million of 9.375% Senior Subordinated Notes due 2008 to finance the acquisition of Ibico AG. Each of GBC's domestic restricted subsidiaries has jointly and severally, fully and unconditionally guaranteed the Senior Subordinated Notes. Rather than filing separate financial statements for each guarantor subsidiary with the Securities and Exchange Commission, GBC has elected to present the following condensed consolidating results of operations, financial position and cash flows of the Parent, Guarantors and Non-Guarantors (in each case carrying investments under the equity method) and the eliminations necessary to arrive at the information for GBC on a consolidated basis:

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Consolidating Balance Sheets (000 omitted)