8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    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 14, 2002

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


   Delaware                        1-10991                        38-2760940
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 (State or other           (Commission File Number)             (IRS Employer
of incorporation)                                             Identification No)

                  19975 Victor Parkway, Livonia, Michigan 48152
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                     (Address of principal executive office)

Registrant's telephone number, including area code: 734-591-3000



Item 5. OTHER EVENTS

On May 14, 2002, Valassis announced that its board has agreed to increase its
share repurchase allocation to a target of 75% of free cash flow for the balance
of 2002. A copy of the Company press release related to this event is being
filed as an Exhibit to this Form 8-K.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 99.1   Press Release of Valassis Communications, Inc. dated May 14, 2002










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.



                                       By: /s/Robert L. Recchia
                                           -------------------------------------
                                           Robert L. Recchia
                                           Executive Vice President and
                                           Chief Financial Officer

Dated: May 15, 2002

EX-99.1

                                                                   Exhibit 99.1


Tuesday May 14, 2:17 pm Eastern Time

Press Release

SOURCE: Valassis

Valassis to Increase Share Repurchase

Targets 75% of Cash Flow, Based on Second Half Forecasts

LIVONIA, Mich., May 14 /PRNewswire-FirstCall/ -- Valassis (NYSE: VCI - News),
the leading company in marketing services and Connective Media(TM), announced
that its board has agreed to increase its share repurchase allocation to a
target of 75% of free cash flow for the balance of 2002. The company is
currently on its fourth consecutive 5-million share authorization, and has
previously allocated approximately 50% of its free cash flow to this investment.

Alan F. Schultz, Chairman, President and CEO said, "We have carefully reviewed
current cash reserves as well as forecasts for cash generation and capital
requirements for the balance of the year. When coupled with a complete
examination of alternative uses of cash, increased share repurchase is the clear
choice based on current circumstances." Schultz added, "We worked diligently to
determine what was the best use of cash for our shareholders. Our strong cash
flow will allow us to continue to execute our long term strategic growth plan,
while providing ample resources to aggressively repurchase Valassis stock." Over
the last six years, the company has bought in over 15 million shares of Valassis
stock, allocating over $476 million of free cash flow. In addition, Valassis has
reduced its debt during the same period by $157 million, and has concluded that
further debt reduction at this time is not the most efficient use of cash. The
company expects to generate between $120 million and $130 million in free cash
flow in 2002. Valassis defines free cash flow as net income plus depreciation
and amortization, minus capex. Free cash flow for the company is generally equal
to its yearly net income.

Valassis connects people to brands through our wide range of marketing services
programs offered to a variety of premier manufacturers and retailers. From mass,
cluster targeted, to one-to-one communications, Valassis leads the industry in
providing Connective Media(TM) solutions. These include newspaper-delivered
co-op and specialty inserts, advertising, product sampling, direct mail,
direct-to-door, on-line promotions, customer relationship marketing programs,
and consulting services.

Certain statements found in this document constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks and
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements and to cause future results to differ from our
operating results in the past. Such factors include, among others, the
following: a new competitor in the Company's core free-standing insert business
and consequent price war, which has occurred in the past when a new competitor
entered the market; new technology that would make free-standing inserts less
attractive; a shift in customer preference for different promotional materials,
promotional strategies or coupon delivery methods, including in-store
advertising systems and other forms of coupon delivery; an increase in the
company's paper costs, a significant cost component of the Company's business;
or economic disruptions caused by terrorist activity, armed conflict or changes
in general economic conditions, or economic changes which affect the businesses
of our customers and lead to reduced sales promotion spending. The Company
disclaims any intention or obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.
SOURCE: Valassis