8-K

                       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):  July 1, 2002



                          VALASSIS COMMUNICATIONS, INC.
                    ________________________________________

             (Exact name of registrant as specified in its charter)


   Delaware                        1-10991                        38-2760940
_________________               _______________               _________________

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


                  19975 Victor Parkway, Livonia, Michigan 48152
                      ____________________________________

                     (Address of principal executive office)


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




Item 5. OTHER EVENTS

On July 1, 2002, Valassis announced that it increased its ownership in Valassis
Relationship Marketing Systems (VRMS), its grocery loyalty marketing joint
venture, to 87.96%. Effective July 1, 2002 Valassis' consolidated financials
will include the financials of VRMS. 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 July 1, 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:  July 2, 2002

EX-99.1

                                                                    Exhibit 99.1



Monday July 1, 4:22 pm Eastern Time

Press Release

SOURCE: Valassis

Valassis Increases Ownership of VRMS Joint Venture

Consolidates Financials at 88% Ownership Position

LIVONIA, Mich., July 1 /PRNewswire-FirstCall/ -- Valassis (NYSE: VCI - News),
the leading company in marketing services and Connective Media(TM), announced
that it increased its ownership in Valassis Relationship Marketing Systems
(VRMS), its grocery loyalty marketing joint venture, effective today. The move
took Valassis' former minority ownership in the venture up to 88%, resulting in
the consolidation of the venture's financials into those of Valassis. The
remaining 12% is owned by the VRMS management team and VNU, an international
media and marketing research company, who is also the parent of Nielsen Media
Research, Scarborough and Claritas, among others.

The transaction took place as a result of Valassis exercising its option to buy
out existing shareholders of Relationship Marketing Group (RMG), at the
predetermined price of $4.5 million. A minority position of RMG had been
purchased by Valassis in October 1999 and later rolled into the VRMS venture.
The completed purchase of RMG by Valassis resulted in its majority interest in
the current VRMS venture. VRMS financials for the second half of 2002 are
already reflected in Valassis' 2002 guidance.

Alan F. Schultz, Chairman, President and CEO of Valassis, said, "The increase in
our ownership of VRMS demonstrates to our customers that we're highly committed
to the one-to-one area of our business. We're very encouraged by the prospects
we're seeing in the usage of grocery frequent shopper data, and feel that
increasing our ownership will allow us to make excellent progress and key
long-term, strategic decisions in this important area of marketing."

In addition to VRMS, Valassis' one-to-one offerings include PreVision Marketing,
an award-winning, leading strategic marketing firm that integrates agency and
technology services. Valassis also has the capability to produce database
marketing and CRM programs utilizing its internal direct mail and variable image
printing capabilities.

About VRMS:

Valassis Relationship Marketing Systems, LLC (VRMS) is a premier customer
relationship marketing solution provider. From customized communications to
software, VRMS combines advanced analytics with expertise in both grocery retail
and consumer package goods marketing. The company markets its products and
services to consumer package goods manufacturers and high transaction volume
retailers including numerous leading brands and more than 7,500 existing grocery
retailers worldwide. These include cooperative and solo programs using frequent
shopper data, CRM/loyalty marketing software, and analytic services. VRMS is a
joint venture between Valassis and VNU, headquartered in Shelton, CT.

About Valassis:

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. The company does business with the
majority of the nation's top advertisers, and holds the premier position in all
the markets in which it competes. 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 -- all of which build relationships with consumers on behalf of a
brand. Established in 1970, Valassis is headquartered in Livonia, Michigan, with
printing and manufacturing facilities in Michigan, North Carolina, Kansas, and
Mexico, providing the company low-cost producer status. The company's innovative
employee practices have resulted in many awards, including status as Fortune
Magazine's 29th Best Company to Work for in America. Valassis subsidiaries and
investments include Valassis Canada, PreVision Marketing(R), LLC, Coupons.Inc,
and Valassis Relationship Marketing Systems, LLC.

For additional information, visit the company website at www.valassis.com.

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