UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

(MARK ONE)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _______________ TO _______________

COMMISSION FILE NUMBER 0-24068

______________________

CONSOLIDATED GRAPHICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

TEXAS 76-0190827
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

5858 WESTHEIMER ROAD, SUITE 200
HOUSTON, TEXAS 77057
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

Registrant's telephone number, including area code: (713) 787-0977

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.

Yes [X] No [ ]

The number of shares of Common Stock, par value $.01 per share, of the
Registrant outstanding at July 31, 1999 was 15,722,402.

CONSOLIDATED GRAPHICS, INC.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999

INDEX
PAGE
Part I -- Financial Information

Item 1 -- Financial Statements

Consolidated Balance Sheets at June 30, 1999 and March 31, 1999... 1

Consolidated Income Statements for the Three Months Ended
June 30, 1999 and 1998.......................................... 2

Consolidated Statements of Cash Flows for the Three Months Ended
June 30, 1999 and 1998.......................................... 3

Notes to Consolidated Financial Statements........................ 4

Item 2 -- Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 6

Item 3 - Quantitative and Qualitative Disclosure About Market Risk... 11

Part II -- Other Information

Item 1 -- Legal Proceedings.......................................... 12

Item 2 -- Changes in Securities and Use of Proceeds.................. 12

Item 3 -- Defaults upon Senior Securities............................ 12

Item 4 -- Submission of Matters to a Vote of Security Holders........ 12

Item 5 -- Other Information.......................................... 12

Item 6 -- Exhibits and Reports on Form 8-K........................... 13

Signatures.............................................................. 14

PART I - FINANICAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED GRAPHICS, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

JUNE 30, MARCH 31,
1999 1999
---------- ---------
(UNAUDITED) (AUDITED)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents .................................. $ 7,449 $ 6,538
Accounts receivable, net ................................... 97,531 92,653
Inventories ................................................ 26,658 27,345
Prepaid expenses ........................................... 3,804 3,983
-------- --------
Total current assets ................................. 135,442 130,519

PROPERTY AND EQUIPMENT, net ....................................... 257,729 230,733

GOODWILL, net ..................................................... 160,527 121,744

OTHER ASSETS ...................................................... 6,937 6,658
-------- --------
$560,635 $489,654
======== ========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Current portion of long-term debt .......................... $ 3,602 $ 2,869
Accounts payable ........................................... 39,415 36,920
Accrued liabilities ........................................ 39,007 38,028
Income taxes payable ....................................... 9,170 2,941
-------- --------
Total current liabilities ........................... 91,194 80,758

LONG-TERM DEBT, net of current portion ............................ 177,806 170,574

DEFERRED INCOME TAXES ............................................. 25,834 23,868

COMMITMENTS AND CONTINGENCIES ..................................... -- --

SHAREHOLDERS' EQUITY:
Common stock, $.01 par value; 100,000,000 shares authorized;
15,540,864 and 14,649,885 issued and outstanding ....... 155 146
Additional paid-in capital ................................. 177,133 136,488
Retained earnings .......................................... 88,513 77,820
-------- --------
Total shareholders' equity .......................... 265,801 214,454
-------- --------
$560,635 $489,654
======== ========

See accompanying notes to consolidated financial statements.

CONSOLIDATED GRAPHICS, INC.
CONSOLIDATED INCOME STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)

THREE MONTHS ENDED
JUNE 30,
----------------------
1999 1998
-------- --------

SALES ......................................... $145,829 $ 85,100

COST OF SALES ................................. 100,152 58,014
-------- --------

Gross profit ........................... 45,677 27,086

SELLING EXPENSES .............................. 14,091 8,291

GENERAL AND ADMINISTRATIVE EXPENSES ........... 11,100 6,619
-------- --------

Operating income ....................... 20,486 12,176

INTEREST EXPENSE, net ......................... 2,665 1,471
-------- --------

Income before income taxes ............. 17,821 10,705

PROVISION FOR INCOME TAXES .................... 7,128 4,175
-------- --------
NET INCOME .................................... $ 10,693 $ 6,530
======== ========

BASIC EARNINGS PER SHARE ...................... $ .71 $ .50
======== ========

DILUTED EARNINGS PER SHARE .................... $ .70 $ .48
======== ========

See accompanying notes to consolidated financial statements.

CONSOLIDATED GRAPHICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

THREE MONTHS ENDED
JUNE 30,
-----------------------
1999 1998
--------- ---------
OPERATING ACTIVITIES:

Net income ............................................................. $ 10,693 $ 6,530
Adjustments to reconcile net income to net cash provided
by operating activities -
Depreciation and amortization ..................................... 7,203 3,573
Deferred tax provision ............................................ 270 1,092
Changes in assets and liabilities, net of effects of acquisitions--
Accounts receivable ........................................... 1,023 1,958
Inventories ................................................... 2,797 (1,201)
Prepaid expenses .............................................. 372 (356)
Other assets .................................................. 295 490
Accounts payable and accrued liabilities ...................... (8,192) (1,377)
Income taxes payable .......................................... 6,315 3,063
--------- ---------
Net cash provided by operating activities ................. 20,776 13,772
--------- ---------
INVESTING ACTIVITIES:
Acquisitions of businesses, net of cash acquired ....................... (15,228) (42,521)
Purchases of property and equipment .................................... (3,835) (6,054)
Proceeds from disposition of assets .................................... 267 41
--------- ---------
Net cash used in investing activities ..................... (18,796) (48,534)
--------- ---------

FINANCING ACTIVITIES:
Proceeds from revolving credit facilities .............................. 42,196 106,483
Payments on revolving credit facilities ................................ (42,315) (70,588)
Payments on other long-term debt ....................................... (1,110) (665)
Proceeds from exercise of stock options and other ...................... 160 502
--------- ---------
Net cash provided by (used in) financing activities ....... (1,069) 35,732
--------- ---------

NET INCREASE IN CASH AND CASH EQUIVALENTS ..................................... 911 970
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD .............................. 6,538 5,268
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD .................................... $ 7,449 $ 6,238
========= =========

See accompanying notes to consolidated financial statements.

CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated financial statements include the
accounts of Consolidated Graphics, Inc. and its wholly owned subsidiaries (the
"Company"). All intercompany accounts and transactions have been eliminated.
Such statements have been prepared in accordance with generally accepted
accounting principles and the Securities and Exchange Commission's rules and
regulations for reporting interim financial information. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation of the accompanying unaudited consolidated
financial statements have been included. Operating results for the three months
ended June 30, 1999 are not necessarily indicative of future operating results.
Balance sheet information as of March 31, 1999 has been derived from the 1999
annual audited consolidated financial statements of the Company. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's Form 10-K filed with the Securities and
Exchange Commission in June 1999. Certain reclassifications have been made to
fiscal 1999 amounts to conform to the current year presentation.

Basic earnings per share are calculated by dividing net income by the
weighted average number of common shares outstanding. For the three months ended
June 30, 1999 and 1998, the basic weighted average shares outstanding were
15,083,396 and 13,051,965. Diluted earnings per share reflect net income divided
by the weighted average number of common shares and dilutive stock options
outstanding. For the three months ended June 30, 1999 and 1998, the weighted
average number of common shares and dilutive stock options outstanding were
15,377,568 and 13,493,581.

The consolidated statements of cash flows provide information about the
Company's sources and uses of cash and exclude the effects of non-cash
transactions. Significant non-cash transactions during the three months ended
June 30,1999 include the issuance of common stock and the issuance or assumption
of debt in connection with the acquisition of certain printing businesses (see
Note 3. Acquisitions) and an accrual totaling $12,097 related to the purchase of
printing presses. Additionally, the Company issued term equipment notes of
$9,032 (see Note 2. Long-Term Debt) during the three months ended June 30, 1999
to satisfy certain accrued liabilities as of March 31, 1999 related to the
purchase of printing presses. The following is a summary of total cash paid for
interest and income taxes (net of refunds).

THREE MONTHS ENDED
JUNE 30,
-------------------
1999 1998
-------- --------
CASH PAID (RECEIVED) FOR:
Interest .......... $ 3,086 $ 1,259
Taxes ............. 547 (1,780)

CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)

2. LONG-TERM DEBT

The following is a summary of the Company's long-term debt as of:

JUNE 30, MARCH 31,
1999 1999
---------- ---------
Revolving credit facilities .............. $ 148,278 $ 148,397
Term equipment notes ..................... 28,267 19,966
Other .................................... 4,863 5,080
---------- ---------
181,408 173,443
Less current portion ..................... (3,602) (2,869)
---------- ---------
$ 177,806 $ 170,574
========== =========

The Company's primary revolving credit facility (the "Credit Agreement")
was obtained from a syndicate of commercial banks and provides for a maximum
borrowing capacity of $200,000, of which $138,278 was outstanding at June 30,
1999. The Credit Agreement will mature July 31, 2001, at which time all amounts
outstanding thereunder will be due. Borrowings outstanding under the Credit
Agreement are unsecured and accrue interest at a variable rate (a weighted
average of 5.70% on June 30, 1999). In addition, the Company maintains an
auxiliary revolving credit facility (the "Auxiliary Facility") with a commercial
bank which provides for a maximum borrowing capacity of $10,000, of which the
maximum amount was outstanding at June 30, 1999. The interest rate applicable to
all borrowings under the Auxiliary Facility at June 30, 1999 was 5.72%.

The Company's term equipment notes primarily consist of notes payable
pursuant to a printing press purchasing and financing agreement with a major
manufacturer. As of June 30, 1999, the Company was obligated on term notes
related to such agreement totaling $27,678. These term notes are secured by the
purchased presses and provide for fixed monthly principal and interest payments
over ten years. The weighted average interest rate on such notes at June 30,
1999 was 7.07%.

3. ACQUISITIONS

The Company completed the following acquisitions during the three months
ended June 30, 1999:

COMPANY PRIMARY MARKET DATE
------- -------------- ----
Wentworth Printing Columbia, South Carolina April 1999
The Printery Milwaukee, Wisconsin April 1999
The Graphics Group Dallas, Texas June 1999
Westland Printers Baltimore, Maryland June 1999
H & N Printing Baltimore, Maryland June 1999

To complete the aforementioned acquisitions, in the aggregate, the Company
paid cash of $9,950, issued 855,646 shares of its common stock and discharged
debt of the acquired businesses totaling $5,278.

Subsequent to June 30, 1999, the Company completed the acquisition of
three printing businesses and as of August 9, 1999 had signed a non-binding
letter of intent to acquire one other printing business.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

THE FOLLOWING DISCUSSIONS CONTAIN FORWARD-LOOKING INFORMATION. READERS ARE
CAUTIONED THAT SUCH INFORMATION INVOLVES RISKS AND UNCERTAINTIES, INCLUDING
THOSE CREATED BY GENERAL MARKET CONDITIONS, COMPETITION AND THE POSSIBILITY THAT
EVENTS MAY OCCUR WHICH LIMIT THE ABILITY OF THE COMPANY TO MAINTAIN OR IMPROVE
ITS OPERATING RESULTS OR EXECUTE ITS PRIMARY GROWTH STRATEGY OF ACQUIRING
ADDITIONAL PRINTING BUSINESSES. ALTHOUGH THE COMPANY BELIEVES THAT THE
ASSUMPTIONS UNDERLYING THE FORWARD-LOOKING STATEMENTS ARE REASONABLE, ANY OF THE
ASSUMPTIONS COULD BE INACCURATE, AND THERE CAN THEREFORE BE NO ASSURANCE THAT
THE FORWARD-LOOKING STATEMENTS INCLUDED HEREIN WILL PROVE TO BE ACCURATE. THE
INCLUSION OF SUCH INFORMATION SHOULD NOT BE REGARDED AS A REPRESENTATION BY THE
COMPANY OR ANY OTHER PERSON THAT THE OBJECTIVES AND PLANS OF THE COMPANY WILL BE
ACHIEVED.

THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND PERFORMANCE OF THE
COMPANY SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED FINANCIAL STATEMENTS
AND RELATED NOTES AND OTHER DETAILED INFORMATION REGARDING THE COMPANY INCLUDED
IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MARCH 31,
1999 AND OTHER REPORTS FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE
COMMISSION. THE RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 1999 ARE NOT
NECESSARILY INDICATIVE OF THE RESULTS TO BE EXPECTED FOR THE ENTIRE FISCAL YEAR
ENDING MARCH 31, 2000.

GENERAL

The Company is a leading consolidator in the highly fragmented commercial
printing industry and is recognized as one of the fastest-growing commercial
printing companies in the United States. The Company is headquartered in
Houston, Texas and has locally managed printing operations in 25 states as of
June 30, 1999. The Company's printing businesses provide a full range of
traditional printing services, complemented at certain locations by a variety of
digital media and fulfillment services.

PRINTING SERVICES - The majority of the Company's sales are derived from
traditional printing services, which include electronic prepress, printing,
finishing, storage and delivery of printed materials and other products
requested by its customers and produced to their specifications. Examples of
such documents include high-quality multicolor product and capability brochures,
shareholder communications, catalogs, reference materials, training manuals and
direct mail pieces. The Company has continually invested in the latest
electronic prepress, press and postpress technology to increase capacity and
operating efficiencies at its printing businesses and expand the types of
printing-related services offered to its customers.

DIGITAL/ELECTRONIC MEDIA AND FULFILLMENT SERVICES - Because the Company's
printing businesses operate in a digital and electronic media environment, the
Company is able to help customers maximize the use of their digital information.
Many of the Company's printing businesses capitalize on their expertise in
digital processes to offer a wide range of capabilities, including digital data
asset management (such as maintaining, repurposing and archiving digital media),
CD-ROM production and online ordering system and Web page design and
development. The Company's printing businesses also serve their customers by
providing a broad array of fulfillment services, whereby they assemble, package,
store and distribute promotional, educational or training documents on behalf of
their customers. Many corporations utilize these fulfillment services to manage
their inventory of printed products and various assembly materials (such as
binders and product samples) and provide "just-in-time" assembly and delivery of
customized materials to operating locations or other end-users. Orders for
fulfillment services are frequently received from customers via the Internet or
through order-entry and inventory management systems maintained by the Company.

MARKETING AND SALES

The Company's printing businesses serve a diverse and growing base of
national and locally-based customers in a broad cross section of industries.
Because the printing industry is service-oriented, the Company's primary
marketing focus is on responding rapidly to customer requirements and producing
high quality printed materials at competitive prices. The majority of the
Company's print jobs consist of individual orders for custom designed marketing
materials which are generated by commissioned sales personnel and, to a lesser
extent, through orders received via the Internet or pursuant to long-term
contracts. As a result, continued engagement of the Company by its customers for
successive jobs is primarily dependent upon, among other things, the customer's
satisfaction with the services provided. As such, the Company is unable to
predict, for more than a few weeks in advance, the number, size and
profitability of print jobs it expects to produce.

BUSINESS STRATEGY

The Company's strategy is to generate growth in sales and profits through
an aggressive acquisition program, coupled with internal growth and operational
improvements at its existing businesses. The Company provides its acquired
businesses management expertise, greater purchasing power, access to technology
and capital and a commitment to training through a unique, comprehensive
management development program. As a result, operating margins and efficiencies
of newly acquired businesses, which may be lower than those being achieved by
the Company's other businesses, typically improve as the Company's operating
strategies and strengths are fully implemented.

RESULTS OF OPERATIONS

The following tables set forth the Company's historical income
statements and certain percentage relationships for the periods indicated:

AS A PERCENTAGE
OF SALES
-----------------
THREE MONTHS THREE MONTHS
ENDED JUNE 30, ENDED JUNE 30,
------------------ -----------------
1999 1998 1999 1998
------- ------- ------ ------
(in millions)

Sales ................................................. $ 145.8 $ 85.1 100.0% 100.0%
Cost of sales ......................................... 100.1 58.0 68.7 68.2
--------- --------- ------- -------
Gross profit ....................................... 45.7 27.1 31.3 31.8
Selling expenses ...................................... 14.1 8.3 9.7 9.7
General and administrative expenses ................... 11.1 6.6 7.6 7.8
--------- --------- ------- -------
Operating income ................................... 20.5 12.2 14.0 14.3
Interest expense ...................................... 2.7 1.5 1.8 1.7
--------- --------- ------- -------
Income before income taxes ......................... 17.8 10.7 12.2 12.6
Provision for income taxes ............................ 7.1 4.2 4.9 4.9
--------- --------- ------- -------
Net income ......................................... $ 10.7 $ 6.5 7.3% 7.7%
========= ========= ======= =======

Acquisitions in fiscal 1999 and 2000 are the primary causes of the
absolute increases in revenues and expenses since June 30, 1998. Each of the
Company's acquisitions in fiscal 1999 and 2000 were accounted for under the
purchase method of accounting; accordingly, the Company's consolidated income
statements reflect revenues and expenses of acquired businesses only for
post-acquisition periods.

The following table sets forth the Company's fiscal 1999 and 2000
acquisitions (collectively the "1999/2000 Acquired Businesses") and indicates
the period in which each business was acquired.

FISCAL 1999 ACQUISITIONS
Tursack, Inc.............................. April 1998
Image Sytems.............................. May 1998
Printing, Inc............................. June 1998
Wetzel Brothers........................... June 1998
Graphic Communication..................... June 1998
Paragraphics.............................. July 1998
Pride Printers............................ July 1998
Lincoln Printing.......................... August 1998
Ironwood Litho........................... August 1998
Rush Press................................ September 1998
Printing Corp. of America................. September 1998
Metropolitan Printing..................... October 1998
Graphic Technology of Maryland............ November 1998
McKay Press............................... November 1998
Mount Vernon Printing..................... December 1998
Automated Graphics....................... February 1999
Mercury Printing ......................... March 1999
CMI...................................... March 1999
Maxwell Graphic Arts...................... March 1999

FISCAL 2000 ACQUISITIONS

Wentworth Printing........................ April 1999
The Printery.............................. April 1999
The Graphics Group....................... June 1999
Westland Printers......................... June 1999
H&N Printing.............................. June 1999

For more information regarding the fiscal 1999 acquisitions, refer to
"Notes to Consolidated Financial Statements" included in the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 1999. For more
information regarding the fiscal 2000 acquisitions, refer to the accompanying
"Notes to Consolidated Financial Statements" included elsewhere herein.

THREE MONTHS ENDED JUNE 30, 1999 COMPARED WITH THREE MONTHS ENDED JUNE 30, 1998

Sales increased 71% to $145.8 million for the three months ended June 30,
1999, from $85.1 million for the three months ended June 30, 1998. The
incremental revenue contribution of the 1999/2000 Acquired Businesses
substantially accounted for this increase.

Gross profit increased 69% to $45.7 million for the three months ended
June 30, 1999, from $27.1 million for the three months ended June 30, 1998,
primarily due to the 1999/2000 Acquired Businesses. Gross profit as a percentage
of sales decreased to 31.3% for the three months ended June 30, 1999, from 31.8%
in the corresponding period of the prior year, because the combined operating
margins of the 1999/2000 Acquired Businesses, which contributed a significant
portion of the Company's total sales, were lower than the Company's consolidated
operating margin for the three months ended June 30, 1998. As discussed above,
the Company expects that gross profit margins at recently acquired businesses
will be lower than the Company's historical margins, then likely improve as the
full benefit of the Company's operating strengths and strategies takes effect.

Selling expenses increased 70% to $14.1 million for the three months ended
June 30, 1999, from $8.3 million for the three months ended June 30, 1998,
primarily due to the increased sales levels noted above. Selling expenses as a
percentage of sales remained constant at 9.7%.

General and administrative expenses increased 68% to $11.1 million for the
three months ended June 30, 1999, from $6.6 million for the three months ended
June 30, 1998. This increase is due to the addition of the 1999/2000 Acquired
Businesses and, to a lesser extent, an increase in headquarters staffing and
related costs. General and administrative expenses as a percentage of sales
decreased to 7.6% for the three months ended June 30, 1999, as compared to 7.8%
in the corresponding period of the prior year, because the previously mentioned
increase in sales was greater than the increase in the amount of overhead
necessary to support such additional sales.

Interest expense increased to $2.7 million for the three months ended June
30, 1999, from $1.5 million for the three months ended June 30, 1998, due to a
net increase in borrowings under the Company's revolving credit facility used to
finance the purchase of the 1999/2000 Acquired Businesses and the addition of
term equipment notes related to the purchase of printing presses.

Effective income tax rates reflect an increase to 40% for the three months
ended June 30, 1999, from 39% for the three months ended June 30, 1998, due
primarily to the Company's expansion into states with proportionately higher
income tax rates and the effect of nondeductible goodwill incurred in connection
with certain acquisitions.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary cash uses are for acquisitions, capital expenditures
and payments on long-term debt incurred to finance certain equipment purchases
or assumed in connection with certain acquisitions. Cash utilized to complete
acquisitions totaled $15.2 million in the three months ended June 30, 1999. Cash
utilized for capital expenditures, which relate primarily to the purchase of new
electronic prepress and bindery equipment, was $3.8 million in the three months
ended June 30, 1999. Principal payments on long-term debt totaled $1.1 million
in the three months ended June 30, 1999. In total, cash requirements for
acquisitions, capital expenditures and debt service was $20.1 million in the
three months ended June 30, 1999.

The Company financed its capital requirements through internally generated
funds and a printing press purchasing and financing agreement (see below). Cash
flow generated from operations (net income plus depreciation, amortization and
deferred tax provision) was $18.2 million in the three months ended June 30,
1999. Debt incurred directly to finance equipment purchases was $9.0 million in
the three months ended June 30, 1999.

The Company's primary revolving credit facility (the "Credit Agreement")
was obtained from a syndicate of commercial banks and provides for a maximum
borrowing capacity of $200,000, of which $138,278 was outstanding at June 30,
1999. Borrowings outstanding under the Credit Agreement are unsecured and accrue
interest, at the Company's option, at (1) the London Interbank Offered Rate
(LIBOR) plus .50% to 1.50% based upon the Company's Debt to Pro Forma EBITDA
ratio as defined, redetermined quarterly, or (2) an alternate base rate based
upon the agent bank's prime lending rate or Federal Funds effective rate. The
Credit Agreement also provides for a commitment fee on available but unused
amounts ranging from .10% to .35% per annum. The Credit Agreement will mature
July 31, 2001, at which time all amounts outstanding thereunder are due.
Borrowings outstanding under the Credit Agreement were subject to a weighted
average interest rate of 5.70% on June 30, 1999. In addition, the Company
maintains an auxiliary revolving credit facility (the "Auxiliary Facility") with
a commercial bank which provides for a maximum borrowing capacity of $10,000, of
which the maximum amount was outstanding at June 30, 1999. The interest rate
applicable to all borrowings under the Auxiliary Facility at June 30, 1999 was
5.72%.

The Company is subject to certain covenants and restrictions and must meet
certain financial tests pursuant to and as defined in the Credit Agreement. The
Company believes that these restrictions do not adversely affect its acquisition
or operating strategies, and that it was in compliance with such financial tests
and other covenants at June 30, 1999.

The Company has agreements with certain printing press manufacturers
(collectively, the "Press Purchase Agreements"), pursuant to which the Company
receives certain volume purchase incentives and long-term financing options with
respect to the purchase of printing presses. As of June 30, 1999, the Company
was obligated on term notes related to the Press Purchase Agreements totaling
$27.7 million. These term notes are secured by the purchased presses and provide
for fixed monthly principal and interest payments over ten years. The weighted
average interest rate on such notes at June 30, 1999 was 7.07%. The Company is
not subject to any significant financial covenants or restrictions in connection
with these obligations. As of June 30, 1999, the Company had accepted delivery
of additional printing presses for a total purchase price of $14.1 million,
which amount is included in accounts payable in the accompanying consolidated
financial statements and is expected to be financed under terms of the Press
Purchase Agreements.

The Company expects to make additional equipment capital expenditures in
fiscal 2000 using cash flow from operations and borrowings under the Credit
Agreement and/or the Press Purchase Agreements.

Pursuant to earnout agreements entered into in connection with certain
acquisitions, as of June 30, 1999, the Company was contingently obligated at
certain times and under certain circumstances through 2005 to issue up to
147,400 shares of its common stock and to make additional cash payments of up to
$16.7 million for all periods in the aggregate.

During the three months ended June 30, 1999, the Company acquired five
printing businesses. To complete these acquisitions, in the aggregate, the
Company paid cash of $10.0 million, issued 855,646 shares of its common stock,
and discharged debt of the acquired businesses totaling $5.3 million. As of
August 9, 1999 the Company completed three additional acquisitions and had
executed a non-binding letter of intent to acquire one other printing business.

The Company intends to continue to actively pursue acquisition
opportunities. To finance its acquisitions, the Company intends to utilize cash
flow from operations and borrowings under the Credit Agreement. The Company may
also issue shares of its authorized common stock from time-to-time in connection
with its acquisitions. There can be no asssurance that the Company will be able
to acquire additional businesses on acceptable terms in the future. In addition,
there can be no assurance that the Company will be able to establish, maintain
or increase the profitability of any acquired business.

YEAR 2000 COMPLIANCE

The Year 2000 issue results from the historical use in computer software
programs of a two-digit abbreviation in date fields to represent the year.
Certain computer programs, including programs imbedded in various equipment, may
fail to properly function when confronted with dates which contain the two-digit
year "00". These processing errors have the potential to cause system failures
or disrupt normal operations.

The Company has reviewed and is continuing to review its business risks
associated with the Year 2000 issue. It has established a Year 2000 Readiness
Program and a Year 2000 Readiness Team with the responsibility for its
execution. The Year 2000 Readiness Team initially developed a schedule for
evaluating the Company's information technology assets and conducting risk
reviews of non-information technology assets and operational practices.

The evaluation of the Company's information technology assets, including
its management information systems and equipment used in its printing
operations, is substantially complete with certain necessary upgrades,
conversions or replacements having been made or currently in process. The
Company is now proceeding with the testing and validation phase of its Year 2000
Readiness Program with respect to its information technology assets. The
targeted completion date for this phase is September 1999.

Although no assurances can be given, the Company does not believe it will
suffer any material disruptions to its operations as a result of the impact of
the Year 2000 issue on its information technology assets. Because the majority
of its management information systems operate on broadly available hardware
platforms and employ software specifically designed for the printing industry
and perpetually supported by its developers, the Company has not encountered any
significant difficulty in completing the portions of its Year 2000 Readiness
Program pertaining to its information technology assets, nor has it had to
accelerate the replacement or upgrade of, or incur costs materially in excess of
its recurring investment in, its management information systems.

The Company's Year 2000 Readiness Team is in the process of evaluating the
Company's exposure to business disruptions as a result of the impact of the Year
2000 issue on its non-information technology assets, operational policies, and
major suppliers and customers. The Company expects to complete this phase of its
Year 2000 Readiness Program by September 1999.

Like many manufacturing companies, the Company's operations depend upon
the operation of many other businesses, the disruption of any one or even a
number of which as a result of the Year 2000 issue would not have a material
effect on the business of the Company. However, in a "worst case" Year 2000
scenario, a significant number of such businesses could suffer disruptions as a
result of the Year 2000 issue and the Company's operations could be adversely
affected. In the case of a systemic failure, such as prolonged
telecommunications or electrical failures, or a general disruption in United
States or global business activities that could result in a significant economic
downturn, the primary business risks of the Company would include, but not be
limited to, loss of customers or orders, increased operating costs, inability to
obtain supplies and inventory on a timely basis, disruptions in production
shipments or other business interruptions of a material nature, any of which
could have a material, adverse effect on the Company's business, results of
operations and financial condition. A prolonged industry-wide decline in
printing orders as affected businesses focus on operational requirements more
essential to their survival than printing needs would have a significant adverse
effect on the Company. In addition, although the Company is not aware of any
contractual relationship it has which exposes the Company to any potentially
material liability in the event the Company suffers a business disruption as a
result of the Year 2000 issue, it is possible that claims of mismanagement,
misrepresentation or breach of contract could nevertheless be made against the
Company.

There are many suppliers of paper, ink and other materials used in
printing operations. Thus, the Company believes that it is not materially
dependent on any one supplier. The Company's Year 2000 Readiness Team has orally
communicated with, and in some cases received written communications from, many
of the Company's more significant suppliers regarding such supplier's Year 2000
readiness and is evaluating the need for written confirmation, solicitation or
other action with respect to such information. However, based on communications
made or received to date, the Company believes that it will be able to obtain
materials necessary to continue its operations without significant disruption
due to Year 2000 issues.

The Company has a large and diversified customer base comprised of
thousands of customers in locations throughout the United States and is not
dependent on any one customer or group of customers for its revenues. As such,
the Company does not anticipate that the demand for its commercial printing
services would be materially adversely affected as a result of Year 2000 issues
unless such issues have a widespread, catastrophic effect on its customer base.

The primary thrust of the Company's Year 2000 Readiness Program with
respect to minimizing business disruptions as a result of the impact of the Year
2000 issue on its non-information technology assets and operational policies,
all major suppliers and its customers, including with respect to the "worst
case" scenario described above, will be the development of contingency plans, to
the extent feasible. Because of its many locations, if certain of its printing
facilities were to be adversely affected, the Company could likely use other
operable printing facilities. Accordingly, the Company expects that its primary
contingency plans will focus on the re-distribution of customer projects from
inoperable to operable facilities in order to mitigate, to the extent possible,
the effect of any business disruption. The Company expects to develop these
contingency plans after completion of the evaluation phase currently in process.

As part of its ongoing review of the Year 2000 issue, the Company
evaluates and addresses Year 2000 issues for its planned acquisitions and
develops appropriate remedial action and a timetable for such action following
completion of such acquisitions.

RECENT ACCOUNTING PRONOUNCEMENTS

None.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Market risk generally means the risk that losses may occur in the value of
certain financial instruments as a result of movements in interest rates,
foreign currency exchange rates and commodity prices. The Company does not hold
or utilize derivative financial instruments which could expose the Company to
significant market risk. However, the Company is exposed to market risk for
changes in interest rates related primarily to its long-term debt obligations.
As of June 30, 1999, there were no material changes in the Company's market risk
or the estimated fair value of its long-term debt obligations as reported in the
Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1999.

CONSOLIDATED GRAPHICS, INC.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time the Company is involved in litigation relating to claims
arising out of its operations in the normal course of business. The Company
maintains insurance coverage against potential claims in an amount which it
believes to be adequate. Currently, the Company is not aware of any legal
proceedings or claims pending against the Company that management believes will
have a material adverse effect on its consolidated financial position or
consolidated results of operations.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

During the three months ended June 30, 1999, the Company issued 855,646
shares of its common stock valued at approximately $39.8 million in connection
with the acquisition of certain printing businesses and also issued 13,332
shares pursuant to a certain earnout agreement entered into in connection with a
prior year acquisition. The issuance of such common stock was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933 as a
transaction by the issuer not involving a public offering.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On July 28, 1999, the Company held its Annual Meeting of Shareholders. The
following item was submitted to a vote of shareholders through the solicitation
of proxies:

ELECTION OF DIRECTORS

The following persons were elected to serve on the Board of Directors
until the 2000 Annual Meeting of Shareholders or until their successors
have been duly elected and qualified. The directors received the votes set
forth opposite their respective names:

NAME FOR AGAINST ABSTENTIONS
---- --- ------- -----------
Joe R. Davis ..... 12,715,451 32,454 0
Larry J. Alexander 12,715,451 32,454 0
Brady F. Carruth . 12,715,451 32,454 0
Clarence C. Comer 12,715,451 32,454 0
Gary L. Forbes ... 12,715,451 32,454 0
James H. Limmer .. 12,715,451 32,454 0
Hugh N. West ..... 12,715,451 32,454 0

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(A) EXHIBITS:

*3.1 Restated Articles of Incorporation of the Company filed with the
Secretary of State of the State of Texas on July 27, 1994 (Consolidated
Graphics, Inc. Form 10-Q (June 30, 1994) SEC File No. 0-24068, Exhibit
4(a)).

*3.2 Articles of Amendment to the Restated Articles of Incorporation of
the Company dated as of July 29, 1998 (Consolidated Graphics, Inc. Form
10-Q (June 30, 1998) SEC File No. 0-24068, Exhibit 3.1).

*3.3 Restated By-Laws of the Company dated as of November 2, 1998
(Consolidated Graphics, Inc. Form 10-Q (September 30, 1998) SEC File No.
0-24068, Exhibit 3.2).

3.4 Restated By-Laws of the Company as amended on June 23, 1999.

*4 Specimen Common Stock Certificate (Consolidated Graphics, Inc. Form
10-K (March 31, 1998) SEC File No. 0-24068, Exhibit 4.1).

27 EDGAR financial data schedule.

* Incorporated by reference

(B) REPORTS ON FORM 8-K:

1) Form 8-K, filed April 6, 1999 in connection with the press release announcing
the completion of the acquisitions of CMI and Maxwell Graphic Arts.
2) Form 8-K, filed April 16, 1999 in connection with the press release
announcing the completion of the acquisition of Wentworth Printing.
3) Form 8-K, filed April 28, 1999 in connection with three press releases
announcing the Company's fiscal 1999 fourth quarter results and the signing
of letters of intent to acquire The Printery, Westland Printers and H & N
Printing & Graphics.
4) Form 8-K, filed May 5, 1999 in connection with the press release announcing
the completion of the acquisition of The Printery.
5) Form 8-K, filed June 14, 1999 in connection with the press release announcing
the signing of a letter of intent to acquire Apple Graphics.
6) Form 8-K, filed June 25, 1999 in connection with the press releases
announcing the completion of the acquisitions of The Graphics Group and
Westland Printers.
7) Form 8-K, filed July 6, 1999 in connection with the press releases announcing
completion of the acquisition of H&N Printing and the signing of letters of
intent to acquire Multiple Images Printing, T/O Printing, and Anderson
Printing.
8) Form 8-K, filed July 28, 1999 in connection with the press releases
announcing the Company's fiscal 2000 first quarter results and the
appointment of a new executive vice president position.
9) Form 8-K, filed August 4, 1999 in connection with the press release
announcing completion of the acquisition of T/O Printing.

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT, CONSOLIDATED GRAPHICS, INC., HAS DULY CAUSED THIS REPORT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

CONSOLIDATED GRAPHICS, INC.

Dated: August 16, 1999 By:/s/ G. CHRISTOPHER COLVILLE
----------------------------------
G. Christopher Colville
Executive Vice President -
Mergers and Acquisitions,
Chief Financial and Accounting
Officer and Secretary