Exhibit 5
July 1, 1998





Bell & Howell Company
5215 Old Orchard Road
Skokie, Illinois 60077-1076

Re: Bell & Howell
    Amendment to 1995 Stock Option Plan
    1,500,000 Shares of Bell & Howell Common Stock, $.001
    Par Value

Ladies and Gentlemen:

     I have acted as counsel for Bell & Howell Company (the
"Company") in connection the preparation and filing of a
Registration Statement on Form S-8 (the "Registration
Statement") for the registration under the Securities Act of
1933, as amended, 1,500,000 additional shares of the Company's
common stock, $.001 par value per share (the "Common Stock"),
which may be issued pursuant to the 1995 Bell & Howell Stock
Option Plan (the "Plan").

     I have examined or considered:

     1. A copy of the Certificate or Incorporation, as amended,
        of the Company.

     2. The By-Laws of the Company.

     3. Written confirmation of the Secretary of State of the
        State of Delaware, as of a recent date, as to the good
        standing of the Company in that State.

     4. A Certificate of the Secretary of the Company relating
        to resolutions duly adopted by the Board of Directors
        of the Company regarding the amended Plan.

     5.  A copy of the amended Plan.

July 1, 1998
Page 2


     In addition to the examinations outlined above, I have
conferred with various officers of the company and have
ascertained or verified, to my satisfaction, such additional
facts as I deemed necessary or appropriate for the purpose of
this opinion.

     Based upon the foregoing, I am of the opinion that:

     (a) The Company is a corporation duly organized, validly
         existing and in good standing under the laws of the State
         of Delaware.

     (b) All legal and corporate proceedings necessary for the
         authorization, issuance and delivery of the shares of
         Common Stock to be sold by the Company have been duly
         taken, and the Common Stock, upon issuance pursuant to the
         terms of the Plan, will be duly authorized, legally and
         validly issued, fully paid and nonassessable.

     I hereby consent to the filing of this opinion by the
Company as an Exhibit to the Registration Statement.

Very truly yours,




Gary S. Salit,
Corporate Counsel and Secretary