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

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 1, 2008
VALASSIS COMMUNICATIONS, INC.
 
(Exact name of registrant as specified in its charter)

Delaware
 
1-10991
 
38-2760940
 
 
  
 
  
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
19975 Victor Parkway, Livonia, Michigan
 
48152
 
 
  
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code  734-591-3000
 
  
(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 (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
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 May 1, 2008, Valassis issued a press release (the “Press Release”) announcing results for the quarter ended March 31, 2008. Furnished hereto as Exhibit 99.1 to this Current Report is a copy of the Press Release.

The information in this Current Report and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01
Financial Statements and Exhibits.

(c)
Exhibits

Exhibit
Number
 
Description
 
 
  
99.1
 
Press release dated as of May 1, 2008
 

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.
 
(Registrant)
 
 
Dated:  May 1, 2008
 
 
 
 
/s/Robert L. Recchia
 
Robert L. Recchia
 
Executive Vice President and
Chief Financial Officer