SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934

Filed by the Registrant | |)
Filed by a Party other than the Registrant | |
Check the appropriate box:
| | Preliminary Proxy Statement
| | Confidential, for Use of the Commission only (as permitted by Rule
14a-6(e)(2))
| |) Definitive Proxy Statement
| | Definitive Additional Materials
| | Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

ENNIS BUSINESS FORMS, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

| |) No fee required.
| | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):

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(5) Total fee paid:

| | Fee paid previously with preliminary materials.
| | Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
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ENNIS BUSINESS FORMS, INC.
1510 N. HAMPTON, SUITE 300
DESOTO, TEXAS 75115
TELEPHONE (972) 228-7801

----------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 21, 2001

----------------------

To the Shareholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Ennis
Business Forms, Inc., a Texas corporation (the "Company"), will be held in The
DeSoto City Hall, 211 East Pleasant Run Road, DeSoto, Texas 75115 at 10:00 a.m.,
Central Daylight Time, on Thursday, June 21, 2001 for the following purposes:

1. To elect three directors for terms ending in 2004;

2. To ratify the selection of KPMG LLP as independent auditors of the
Company for the fiscal year ending February 28, 2002; and

3. To transact such other business as may properly come before the
meeting.

Only shareholders of record at the close of business on April 16, 2001
are entitled to notice of, and to vote at, the meeting or any adjournment or
adjournments thereof.

IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING, PLEASE DATE AND SIGN
THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO
POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED STATES.

A copy of the Company's Annual Report for the fiscal year ended
February 28, 2001, which contains financial statements and other information of
interest to shareholders, is being mailed to you.

By Order of the Board of Directors,

Harve Cathey
Secretary

DeSoto, Texas
May 21, 2001

ENNIS BUSINESS FORMS, INC.
1510 N. HAMPTON, SUITE 300
DESOTO, TEXAS 75115
TELEPHONE (972) 228-7801
----------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 21, 2001
10:00 A.M. CDT
THE DESOTO CITY HALL
211 EAST PLEASANT RUN ROAD
DESOTO, TEXAS 75115
----------------------

The holders of the Company's Common Stock of record at the close of
business on April 16, 2001 are entitled to vote at the Annual Meeting of
Shareholders, which will be held on June 21, 2001. A form of Proxy is
enclosed for use at such meeting if you are unable to attend in person. The
persons named therein as proxies were selected by the Board of Directors of
the Company. The proxy is solicited by the board of directors of the company
and is revocable at any time before it is exercised. This proxy statement is
first mailed to shareholders on May 21, 2001.

VOTING RIGHTS AND VOTES REQUIRED

At the close of business on April 16, 2001, the Company had
16,270,754 shares of Common Stock issued and outstanding. Each share of
Common Stock is entitled to one vote, except in the election of directors,
shareholders may cumulate their votes. See "Election of Directors".

The presence, in person or by proxy, of stockholders entitled to
cast a majority of all votes entitled to be cast at the Annual Meeting will
constitute a quorum. Assuming a quorum, the nominees receiving a plurality of
the votes cast at the Annual Meeting for the election of directors will be
elected as directors.

With regard to the election of directors, votes may be cast in favor
or withheld, votes that are withheld will be counted for purposes of
determining the presence or absence of a quorum but will have no other
effect. Abstentions and broker non-votes, if any, will be counted for
purposes of determining the presence or absence of a quorum but will have no
effect on the outcome of the election of directors.

VOTING OF PROXIES

If the accompanying proxy is properly executed and returned, the
shares represented thereby will be voted in accordance with the instructions
specified in the proxy. In the absence of instructions to the contrary, such
shares will be voted in favor of the nominees for election to the Board of
Directors listed in this proxy statement and named in the accompanying Proxy.
The Board of Directors does not intend to bring any other matters before the
Annual Meeting and is not aware of any matters that will come before the
Annual Meeting other than as described herein. In the absence of instructions
to the contrary,

however, it is the intention of each of the persons named in the accompanying
proxy to vote all properly executed proxies on behalf of the stockholders
they represent in accordance with their discretion with respect to any such
other matters properly coming before the Annual Meeting.

REVOCATION OF PROXIES

Any stockholder may revoke such stockholder's proxy at any time
prior to the voting thereof on any matter (without, however, affecting any
vote taken prior to such revocation). A proxy may be revoked by filing with
Harve Cathey, Secretary of Ennis Business Forms, Inc., at the Annual Meeting,
a written notice of revocation or a subsequently dated, executed proxy at any
time prior to the time it has been voted at the Annual Meeting, or by
attending the Annual Meeting and voting in person (although attendance at the
Annual Meeting will not in and of itself constitute revocation of a proxy).

COST OF SOLICITATION

The cost of preparing, assembling and mailing the Notice of Annual
Meeting, Proxy Statement and form of Proxy and the cost, which is estimated
to be nominal, of further solicitation hereinafter referred to, is to be
borne by the Company. In addition to the use of the mails, it may be
necessary to conduct some solicitation by telephone, facsimile machine or
personal interview. Any such solicitation will be done by the directors,
officers and regular employees of the Company; and, in addition, banks,
brokerage houses and other custodians, nominees or fiduciaries will be
requested to forward proxy soliciting material to their principals to obtain
authorization for the execution of proxies on their behalf. The Company will
not pay such persons any compensation for soliciting proxies, but the Company
will reimburse such persons for their out-of-pocket expenses incurred in this
connection.

SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

The following persons own more than five percent of the outstanding
voting securities of the Company:

NAME AND ADDRESS OF AMOUNT AND NATURE PERCENT
TITLE OF CLASS BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS
- -------------- --------------------------- ----------------------- --------

Common Stock Royce & Associates, Inc.
1414 Avenue of the Americas
New York, New York 10019 1,499,700 shares 9.2%

NFJ Investment Group
2121 San Jacinto St., Suite 1840
Dallas, TX 75201 860,000 shares 5.3%

Note - This information obtained from Schedule 13g filings by Royce &
Associates, Inc. on February 5, 2001, and NFJ Investment Group on February
12, 2001.

The following table lists, as of the close of business on April 16,
2001, the Company's common stock beneficially owned by each director, each of
the most highly compensated executive officers, and all directors and
executive officers as a group:

COMMON STOCK BENEFICIAL OWNERSHIP
----------------------------------------------------
NUMBER OF SHARES
----------------------------------------------------
OBTAINABLE PERCENT OF
NAME/GROUP DIRECTLY INDIRECTLY THROUGH STOCK OUTSTANDING
OWNED OWNED OPTION EXERCISE(4) TOTAL SHARES
-------- ---------- ------------------ ------ -----------

James B. Gardner 13,125 4,000 (2) 17,125 *
Harold W. Hartley 3,375 26,975 (1) 30,350 *
Robert L. Mitchell 59,581 59,581 *
Kenneth E. Overstreet 79,223 79,223 *
Thomas R. Price 21,500 30,000 (2) 51,500 *
Kenneth G. Pritchett 10,000 7,000 (2)&(3) 17,000 *
Ewell L. Tankersley 18,025 3,100 (2) 21,125 *
James C. Taylor 4,000 4,000 *
Keith S. Walters 7,650 35,000 42,650 *
All Directors and Executive
Officers as a group (12) 241,479 73,718 57,000 373,197 2.3%

(1) Shares held in trust of which Mr. Hartley is one of two trustees with shared
voting power.

(2) Indirect shares attributable to Mr. Gardner, Mr. Price, Mr. Pritchett and
Mr. Tankersley are held in trust for the benefit of the named Directors.
Each has voting power over the shares.

(3) Additional shares held in a Profit Sharing plan in which Mr. Pritchett has a
beneficial interest.

(4) Shares exercisable through stock option exercise represent options
exercisable within 60 days.

* Indicates less than 1%.

- -----------

Except as set forth above, management of the Company is not aware of
any other person or group of persons that owns in excess of 5% of the
outstanding Common Stock. Management is not aware of any change in control of
the Company that has taken place since the beginning of the last fiscal year
and is not aware of any contractual arrangements or pledges of securities the
operation of the terms of which may at a subsequent date result in a change
in control of the Company.

ELECTION OF DIRECTORS (PROPOSAL 1)

The Board of Directors is divided into three classes which consist
of nine directors, six of whom are not, and have not been, officers or
employees of the Company. The terms of three directors currently expire at
this year's Annual Meeting, the terms of three directors currently expire at
the 2002 Annual Meeting and the terms of three directors currently expire at
the 2003 Annual Meeting. At this year's Annual Meeting, three directors will
be elected for a term expiring at the 2004 Annual Meeting.

Provided a quorum is present, a plurality of the votes cast in
person or by proxy by the holders of shares entitled to vote is required to
elect directors. With respect to the election of directors, shareholders have
cumulative voting rights, which means that each shareholder entitled to vote
(a) has the number of

votes equal to the number of shares held by such shareholder multiplied by
the number of directors to be elected and (b) may cast all such votes for one
nominee or distribute such shareholder's votes among the nominees as the
shareholder chooses. The right to cumulate votes may not be exercised until a
shareholder has given written notice of the shareholder's intention to vote
cumulatively to the corporate secretary on or before the day preceding the
election. If any shareholder gives such written notice, then all shareholders
entitled to vote may cumulate their votes. Upon such written notice, the
persons named in the accompanying form of Proxy may cumulate their votes if
additional persons are nominated at the Annual Meeting for the election of
directors. As a result, the Board of Directors is soliciting discretionary
authority to cumulate votes.

The following table sets forth certain information concerning each
nominee and continuing director. Except as set forth therein, none of the
nominees or continuing directors is an officer or director of any other
publicly owned corporation or entity.

THREE-YEAR TERMS EXPIRING IN 2004

YEAR IN WHICH
SERVICE AS A
NAME OF NOMINEE BACKGROUND AGE DIRECTOR BEGAN
- ----------------- --------------------------------------------------------------------------- --- --------------

Harold W. Hartley, Investments. 77 1971
Mr. Hartley retired in December 1985 and since that time has managed his
private investments. From June 1984 to December 1985, he served as a
consultant to Tenneco Financial Services, Inc. From February 1981 to June
1984 Mr. Hartley served as Executive Vice-President of Tenneco Financial
Services, Inc. Mr. Hartley serves as a director of the Conseco Fund Group.

Kenneth G. Pritchett, President of Ken Pritchett Properties, Inc. 63 1999
Ken Pritchett Properties, Inc. is a Commercial and Residential Development
Corporation in the Dallas/Ft. Worth Metropolitan area since 1968,
specializing in shopping center and exclusive residential development. Mr.
Pritchett is on the Board of Trustees and Chairman of the Planning
Committee for Charlton Methodist Hospitals. He is a Life Director for the
National Home Builders, and the Texas Home Builders Association. He serves
on the Executive Committee for the Metropolitan Homebuilders Association.

James C. Taylor, Principal, The Anderson Group Inc. 59 1998
Bloomfield Hills, Michigan, a private investment firm engaged in the
acquisition and management of businesses in a variety of industries. Since
joining The Anderson Group Inc. in 1989, Mr. Taylor has served as the
President and Chief Executive Officer of four businesses affiliated with
The Anderson Group Inc.: Display Technologies, Inc. (January 2001 to the
present); Burwood Products Company, a wall decor and clock manufacturer
(February 1995 to February 2000); The Bargeman Company, a supplier of
proprietary products to the recreational vehicle and utility trailer
industries (January 1992 to December 1994); and Advance Stamping Company, a
supplier of metal stampings to the automotive, electrical and hardware
industries (January 1989 to September 1991). Prior to 1989, Mr. Taylor was
with United Technologies Corporation for 19 years, primarily in
manufacturing operations, including 7 years as a Group Vice President.

THREE-YEAR TERMS EXPIRING IN 2003

YEAR IN WHICH
NAME OF SERVICE AS A
CONTINUING DIRECTOR BACKGROUND AGE DIRECTOR BEGAN
- ------------------- ------------------------------------------------------------------------- --- --------------

Robert L. Mitchell, Retired President of the Company. 67 1985
Mr. Mitchell retired in December 1989. Prior to that date, he served as
President and Chief Operating Officer of the Company from April 1985, and
was continuously employed by the Company beginning in 1969.

Thomas R. Price, Owner and President of Price Industries, Inc. 62 1989
Mr. Price has been engaged in his present occupation since 1975 and is a
director of Price Bros. Co., Dayton, Ohio.

Ewell L. Tankersley, Investments. 68 1988
Since his retirement from KPMG LLP (formerly KPMG Peat Marwick LLP) in
June 1985, Mr. Tankersley has engaged in private investing, and, until
early 1992, in the private consulting business. Mr. Tankersley served as
an audit partner with KPMG Peat Marwick LLP from 1966 until his
retirement in 1985.

THREE-YEAR TERMS EXPIRING IN 2002

YEAR IN WHICH
NAME OF SERVICE AS A
CONTINUING DIRECTOR BACKGROUND AGE DIRECTOR BEGAN
- ------------------- ------------------------------------------------------------------------- --- --------------

Keith S. Walters, Chairman of the Board, CEO and President of the Company. 51 1997
Mr. Walters joined the Company in August 1997 as Vice President-Commercial
Printing Operations and was appointed Vice Chairman of the Board and Chief
Executive Officer in November 1997. Prior to joining the Company, Mr.
Walters was with Atlas/Soundolier, a division of American Trading and
Production Company, for 8 years, most recently as Vice President of
Manufacturing. Prior to that time, Mr. Walters was with the Automotive
Division of United Technologies Corporation for 15 years, primarily in
manufacturing and operations.

James B. Gardner, Managing Director of Service Asset Management 66 1970
Company (SAMCO).
Mr. Gardner has served in his present position with SAMCO, a financial
services firm, since May 1994. Mr. Gardner has also been a director of
Century Telephone Enterprises, Inc. since 1981 and serves as a director of
NAB Asset Corporation.

Kenneth E. Overstreet, Group President of the Company's Financial Solution 58 2000
and Promotional Solution Groups.
Mr. Overstreet joined the Company in June 2000 at the time of the
acquisition of Northstar Computer Forms, Inc. (NSCF). Prior to June 2000,
Mr. Overstreet was with NSCF since 1989, serving as President since 1993.

BOARD COMPENSATION

Non-employee directors receive an annual retainer of $15,000 plus
$1,500 for each board meeting attended and $1,000 for each committee meeting
attended other than in conjunction with a board meeting. In addition, each
committee chairman receives an annual retainer of $4,000. The Company also
reimburses travel and accommodation expenses of directors incurred with
respect to board and committee meetings. The Company grants each outside
director an option to purchase 10,000 shares at the time of election and
5,000 shares annually while service as a director continues. These are
non-qualified options as provided under the 1998 Option and Restricted Stock
Plan. Pursuant to this policy, Mr. Gardner, Mr. Hartley, Mr. Mitchell, Mr.
Price, Mr. Pritchett, Mr. Tankersley and Mr. Taylor were granted options of
5,000 shares each in April 2000.

MEETINGS OF BOARD AND COMMITTEES

The Company's Board held five meetings during the fiscal year ended
February 28, 2001. The Board's Executive Compensation and Stock Option and
Executive committees each held one meeting. The Nominating Committee met
twice, and the Audit Committee met three times. Each director attended at
least 75% of the meetings of the Board of Directors and the committees on
which each served during the fiscal year.

COMMITTEES OF THE BOARD

AUDIT COMMITTEE. See Audit Committee Report for a discussion of the purpose
of the Committee and the names of the directors who serve on the Committee.

EXECUTIVE COMPENSATION AND STOCK OPTION COMMITTEE. See Executive Compensation
for a discussion of the purpose of the Committee and the names of the
directors who serve on this Committee.

NOMINATING COMMITTEE. This committee considers and makes recommendations to
the Board of Directors regarding any nominee submitted for election to the
Board, whether submitted by management, by other members of the Board of
Directors or by shareholders. Although no nominee has ever been submitted by
shareholders, in the event any shareholder wishes to nominate a candidate for
director, the Board of Directors, through this committee, would consider such
a nomination upon receipt of a written nomination, including the business
history of the candidate, mailed to the attention of the Board of Directors
or upon an oral presentation of the candidate's qualifications to the Board
of Directors or the committee. The committee currently consists of Mr. Taylor
(Chairman), Mr. Hartley and Mr. Pritchett.

EXECUTIVE COMMITTEE. This committee advises and consults with the Chief
Executive Officer regarding the management of the business and affairs of the
Company and makes recommendations for consideration by the full Board of
Directors. The committee currently consists of Mr. Gardner (Chairman), Mr.
Walters and Mr. Tankersley.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION AND STOCK OPTION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION

The Executive Compensation and Stock Option Committee of the Board
of Directors of the Company (the "Committee"), which is composed entirely of
the three non-employee directors listed below, has furnished the following
report on executive compensation. The Committee's report documents the
components of the Company's executive officer compensation programs and
describes the compensation philosophy on which 2001 compensation
determinations were made by the Committee with respect to the executive
officers of the Company, including the Chief Executive Officer and the four
other executive officers that are named in the compensation tables who are
currently employed by the Company (the "Named Executives"). The decisions of
the Committee with respect to the compensation of the executive officers are
submitted to and subject to ratification by the Board of Directors prior to
implementation.

COMPENSATION PHILOSOPHY

The executive compensation program of the Company is reviewed
annually by the Committee and it is the philosophy of the Company that
executive compensation is directly linked to continuous improvements in
corporate performance. Specifically, the following objectives have been
adopted by the Committee as guidelines for compensation decisions:

o Provide a competitive total executive compensation package
that enables the Company to attract and retain key executives
and maintain a competitive position in the executive
marketplace with employers of comparable size and in similar
lines of business.

o Enhance the compensation potential of executives by
integrating pay programs with the Company's annual and
long-term business objectives and strategy, and focus
executives on the fulfillment of these objectives.

o Provide variable compensation opportunities that are linked
with the performance of the Company, emphasizing net earnings,
return on capital and revenue growth.

The Committee periodically engages recognized independent compensation
consultants to undertake a third-party evaluation of current compensation
arrangements in light of competitive market conditions.

CASH COMPENSATION

Cash compensation includes base salary and the Company's annual
incentive plan awards. The base salary of each of the Company's executive
officers is determined by an evaluation of the responsibilities of that
position and by comparison to the range of salaries paid in the competitive
market in which the Company competes for comparable executive ability and
experience. The performance of each Named Executive officer is reviewed
annually by the Committee and the Chief Executive Officer in the case of the
other executive officers, taking into account the Company's operating and
financial results for that year, the contribution of each executive officer
to such results, the achievement of goals established for each such executive
officer at the beginning of each year, and competitive salary levels for
persons in those positions in the markets in which the Company competes. To
assist in its deliberations, the Committee accesses comparable salary and
incentive compensation information for a number of representative companies
in the industry for comparison purposes. Following its review of the
performance of the Company's Named Executive officers, the Committee reports
its recommendations for salary increases and incentive awards to the Board of
Directors. In fiscal year 2001, annual base salary increases and incentive
compensation awards were approved by the Committee and reported to the Board
of Directors for all of the Named Executives, and incentive compensation
awards were approved by the Committee for all of the executives (other than
the Named Executives). The Committee believes the recommended salary
increases and incentive awards were warranted, are properly aligned to the
Board's compensation philosophy, and consistent with the performance of such
executives during fiscal year 2001 based on the Committee's evaluation of
each individual's overall contribution to accomplishing the Company's fiscal
year 2001 corporate goals and of each individual's achievement of individual
goals during the year.

STOCK OPTIONS

The Committee believes that it is essential to align the interests
of the Company executives and other management personnel responsible for the
growth of the Company with the interests of the Company's stockholders. The
Committee believes the long-term alignment of its executives to shareholders
is best accomplished through the provision of stock option grants. Therefore,
pursuant to the recommendation of the members of the Committee, the Company's
Board of Directors and stockholders approved the 1998 Option and Restricted
Stock Plan at the June 18, 1998 Shareholders Meeting that provides for
granting stock options and restricted stock awards. The purpose of this Plan
is to foster and promote the long-term financial success of the Company by
providing a means through which the Company and its subsidiaries can attract
and retain key executive and managerial employees, consultants and
non-employee directors who can contribute materially to that success. The
Committee will continue to review long-term incentives and make
recommendations, where appropriate, to the Company's Board of Directors, from
time to time, to assure the Company's executive officers and other key
employees are appropriately motivated and rewarded based on the long-term
financial progress of the Company.

COMPENSATION OF CEO

In determining the compensation of Mr. Keith Walters, the Chairman
and Chief Executive Officer, the Committee (with Mr. Walters not
participating) reviewed the Company's operating and financial results for
fiscal year, evaluated his individual performance and contribution to those
results, and considered the compensation range for other chief executive
officers of companies in the industry. Based on that review and assessment,
the Committee recommended and the Company's Board of Directors ratified that
his base annual salary was adjusted to $350,000 (midpoint for his position in
the Company's salary administration system). A performance bonus of $18,754
was approved for Mr. Walters based on predetermined performance criteria on
revenue growth, return on capital employed and net income. In addition, Mr.
Walters was granted 100,000 stock options in fiscal year 2001, a
discretionary bonus of $11,246 (bringing the cash bonus to a total of
$30,000) and a grant of 10,000 stock units under the terms of the Company's
Deferred Compensation Plan.

SUMMARY

As demonstrated in each of the plans above, compensation in all its
forms is linked directly to objective performance criteria of the Company,
business units where applicable, and the individual executive's performance.
By doing so, the Committee has created an environment which encourages
long-term decisions which will benefit the Company, its shareholders,
customers, and employees and at the same time allows the executives,
managers, and key contributors within the Company to share in the success of
those decisions and actions. Furthermore, the Committee believes that the
total compensation program for executive officers of the Company will be
competitive with the compensation programs provided by other corporations
with which the Company competes.

The Committee believes the actions taken regarding executive
compensation were appropriate in view of individual and corporate performance.

Ewell L. Tankersley - Chairman James B. Gardner James C. Taylor

SECTION 162(m) OF THE INTERNAL REVENUE CODE

Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code") disallows a corporation's deduction for remuneration paid to its
chief executive officer and its named executive officers in excess of $1
million per person. Performance-based compensation and certain other
compensation, as defined, is not subject to the deduction limitation of this
regulation.

EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTS

The Company has entered into employment agreements with the
executive officers of the Company. The agreements provide that for a
continuing three-year employment period plus two 1-year extensions. Each of
such employment agreements provides that if the officer terminates his
employment for good reason or during the two-year period following a change
of control of the Company, the Company will (a) make a lump sum payment to
him of salary earned through the date of termination, (b) make a lump sum
severance payment to him of the amount determined by multiplying his base
amount times a multiple per his agreement, (c) accelerate vesting of all
long-term incentives, to include but not limited to stock options, restricted
stock, any other long-term incentive grants, and (d) continue to provide
certain welfare plan and other benefits for a period of one year or as long
as such plan or benefits allow or until the executive is employed under the
benefit plans of another company.

For purposes of the employment agreements, "good reason" includes
(i) a change in the officer's position, authority, duties or
responsibilities, (ii) changes in the office or location at which he is based
without his consent (such consent not to be unreasonably withheld), (iii)
certain breaches of the agreement and (iv) a reduction in base annual salary.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

All of the members of the Executive Compensation and Stock Option
Committee are non-employee directors of the Company and are not former
officers of the Company. During fiscal year 2001, no executive officer of the
Company served as a member of the Board of Directors or on the compensation
committee of a corporation where one of whose executive officer served on the
Executive Compensation and Stock Option Committee or on the Board of
Directors of the Company.

SUMMARY COMPENSATION TABLE *

NAME AND PRINCIPAL POSITION (a) NUMBER OF
SECURITIES
UNDERLYING
OPTIONS
ANNUAL COMPENSATION (b) LONG-TERM
------------------------------------------ COMPENSATION
YEAR SALARY BONUS OTHER AWARDS
---- ------ ----- ----- ------

Keith S. Walters (c) 2001 $345,192 30,000 100,000
Chairman of the Board, 2000 $315,384 238,362 100,000
President and Chief 1999 $233,461 134,750 100,000
Executive Officer

Ronald M. Graham 2001 $121,039 7,500 15,000
Vice President - Human 2000 $115,115 49,306 15,000
Resources 1999 $79,464 30,800 16,000

David P. Erickson (d) 2000 $130,000 38,118 15,000
Vice President - Sales and 1999 $86,154 36,400 16,000
Marketing

Robert M. Halowec 2001 $146,154 5,358 15,000
Vice President - Finance 2000 $128,654 63,118 15,000
And CFO

Harve Cathey 2001 $99,039 1,786 15,000
Secretary and Treasurer 2000 $95,000 25,917

Kenneth E. Overstreet 2001 $150,000 -- 50,392 (e) --
Group President

- -----------

* There were no Restricted Stock Awards, SARs or LTIP Payouts during the three
most recent fiscal years.

(a) This table includes the Chief Executive Officer and all other executive
officers whose compensation exceeded $100,000 for the most recent fiscal year.

(b) All amounts are for fiscal years ended February 28 or 29.

(c) Mr. Walters joined the Company in August 1997 as Vice President-Commercial
Printing Operations and served in that position until being named Vice Chairman
of the Board and Chief Executive Officer in November 1997. In June 1998, Mr.
Walters was elected Chairman of the Board and Chief Executive Officer, and in
July 1998 to the additional office of President.

(d) Mr. Erickson was reassigned to the position of Group Vice President - Sales
& Marketing of the Forms Solutions Group on June 2000.

(e) Mr. Overstreet was paid a "Transaction Complete Bonus" in conjunction with
the contract to acquire Northstar Computer Forms, Inc.

OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS

POTENTIAL REALIZABLE VALUE AT
NUMBER OF % OF TOTAL ASSUMED PRICE APPRECIATION
SECURITIES OPTIONS/SARS EXERCISE OR FOR OPTION TERM
UNDERLYING SARS GRANTED TO BASE PRICE ---------------
GRANTED (1) (2) FISCAL YEAR PER SHARE EXPIRATION 5% 10%
-------- ----------- --------- ---------- -- ---

Keith S. Walters 100,000 63.5% 7.06 04/20/10 $389,000 $959,000
Harve Cathey 15,000 9.5% 7.06 04/20/10 $58,000 $144,000
Ronald M. Graham 15,000 9.5% 7.06 04/20/10 $58,000 $144,000
Robert M. Halowec 15,000 9.5% 7.06 04/20/10 $58,000 $144,000

- -----------

(1) Total number of options granted to employees during fiscal 2001 was 157,500.

(2) Options become exercisable in increments of 25% per year (cumulative)
beginning April 21, 2001.

TABLE 3: AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
BY FISCAL YEAR-END OPTION/SAR VALUES

Number of
Securities Value of
underlying unexercised
unexercised in-the-money
options/SARs options/SARs
Shares at fiscal at fiscal
acquired year end year end
on Value ----------------------------- ----------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- -------- ----------- ------------- ----------- -------------

Keith S. Walters 35,000 285,000 $ 137,750
Robert M. Halowec 4,000 42,000 $ 20,662
Ronald M. Graham 4,000 42,000 $ 20,662
Harve Cathey 18,000 22,500 $ 20,662
Kenneth E. Overstreet 79,223 (1) $400,657 0 0 $ 0

(1) Pursuant to the terms of the agreement to acquire Northstar Computer Forms,
Inc. (NSCF), Mr. Overstreet's options with NSCF were converted into option to
purchase Company stock. Mr. Overstreet exercised these options in June 2000.

PENSION PLAN TABLE (1)

YEARS OF SERVICE
--------------------------------------------------------------------
REMUNERATION 15 20 25 30 35
- ------------ -- -- -- -- --

$125,000 $19,392 $25,856 $32,321 $38,785 $45,249
150,000 24,080 32,106 40,133 48,160 56,186
175,000 28,767 38,356 47,946 57,535 67,124
200,000 33,455 44,606 55,758 66,910 78,061

- -----------

(1) The Company has a noncontributory retirement plan that covers substantially
all of the employees of the Company and certain of its subsidiaries. The plan
provides for retirement benefits on a formula based on the average pay of the
highest five consecutive compensation years during active employment,
integration of certain Social Security benefits, length of service and a normal
retirement age of sixty-five. All forms of remuneration, including overtime,
shift differentials and bonuses, are covered by the plan. However, due to
restrictions imposed by the Revenue Reconciliation Act of 1993, effective March
1, 1997, the maximum annual compensation covered by the plan is limited to
$160,000. Future years' maximum can be increased for inflation. The tables above
sets forth approximate annual retirement benefits that would be received under
the plan, computed on the basis of the specified average annual earnings and
years of service. The table presents annual benefit amounts for remuneration
above the current $160,000 since (a) the $160,000 maximum can increase with
inflation and (b) prior to 1994 the maximum annual compensation limitation was
more than $160,000.

The number of full years of continuous service in the plan as of
February 28, 2001 for Mr. Walters, Graham, Halowec and Cathey were 3, 2, 1
and 31, respectively. Mr. Overstreet is not covered by the plan.

AUDIT COMMITTEE REPORT

The Audit Committee is responsible for monitoring and assuring the
integrity of the Company's financial reporting process. It accomplishes this
function by assessing the internal accounting and auditing practices of the
Company, and the independent auditor's fulfillment of its role in the
financial reporting process. The Board of Directors adopted a written charter
for the Audit Committee in June 2000 further describing the role of the
Committee. A copy of the charter is included in this proxy statement as
Appendix A.

During the fiscal year ended in February 2001, the Audit Committee
reviewed interim quarterly financial statements with management and the
independent auditors. This review was conducted prior to filing of the
Company's 10-Q reports containing the respective interim quarterly financial
statements. In addition, the Committee reviewed and discussed the 2001
year-end audited financial statements with executive management, including
the Chief Financial Officer, and the independent auditors. This review took
place prior to publication of the audited financial statements in the 10-K
filing and annual report to shareholders. Each review was conducted with the
understanding that management is responsible for preparing the Company's
financial statements and the independent auditors are responsible for
reviewing the interim quarterly financial statements and auditing the annual
financial statements.

In further discharge of its responsibilities, the Audit Committee
met with the independent auditors, both in the presence of management and
privately. The Committee and independent auditors discussed those matters
described in Statement of Auditing Standards No. 61, "Communications with
Audit Committee." These discussions included review of the scope of the audit
performed with respect to the Company's financial statements.

The Audit Committee received the independent auditor's written
statement required by Independence Standards Board Standard No. 1,
"Independence Discussions with Audit Committees." This written statement
described any relationships between the independent auditors and the company
that may reasonably be thought to bear on independence. Following receipt of
this written statement and discussions of the matters described in it, the
Committee was satisfied as to the auditor's independence.

Based upon the foregoing, the Audit Committee recommended to Board
of Directors that audited financial statements be included in the Company's
annual report on form 10-K, for the fiscal year ended February 28, 2001.

AUDIT FEES

AUDIT FEES - The aggregate fees billed by the Company's independent auditors
for professional services rendered in connection with the audit of the
consolidated financial statements included in the Company's Annual Report on
Form 10-K for fiscal 2001, as well as for the review of the consolidated
financial statements included in the company's Quarterly Reports on Form 10-Q
for fiscal 2001, were $154,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES - The aggregate
fees billed by the Company's independent auditors for professional services
related to the design and implementation of financial information systems for
fiscal 2001 were $240,000.

ALL OTHER FEES - Fees totaling $147,000 billed by the Company's independent
auditors during fiscal 2001, other than as described above, related to the
following services:

o Tax consultation services $114,000
o Audits of employee benefit plans $33,000

The Audit Committee believes that the foregoing expenditures are compatible
with maintaining the auditor's independence.

The Audit Committee:
Robert L. Mitchell (Chairman)
Thomas R. Price
Ewell L. Tankersley

The foregoing Audit Committee Report shall not be deemed to be incorporated
by reference into any of Ennis Business Forms' previous or future filings
with the Securities and Exchange Commission except as otherwise explicitly
specified by Ennis Business Forms in any such filing.

FIVE-YEAR PERFORMANCE COMPARISON (1)

The graph below provides an indicator of cumulative total
shareholder returns for the Company compared with the S&P 500 Stock Index and
a Peer Group (2).

[Graph]

2/29/96 2/28/97 2/28/98 2/28/99 2/29/00 2/28/01
- ------------------------------------------------------------------------------------------------------------------------

S&P 500 100 126.16 170.32 203.94 227.86 209.18
Ennis Business Forms, Inc. 100 103.43 106.31 94.81 84.71 106.29
Peer Group (New) 100 126.00 132.59 98.58 52.43 62.90
Peer Group (Old) 100 131.94 127.82 100.07 79.66 79.62

Assumes $100 invested on February 28, 1995 in Ennis Business Forms,
Inc. Common Stock, the S&P 500 Index and Peer Group common stock.

Total shareholder returns assume reinvestment of dividends.

- -----------

(1) The data to prepare this performance comparison was obtained from
Standard & Poor's Compustat Services, Inc.

(2) The Peer Group in the prior year consisted of the following publicly-held
business forms manufacturers: Moore Corporation Ltd., The Standard Register
Company, Wallace Computer Services, Inc., New England Business Services,
Inc., Mail-Well, Inc., The Reynolds & Reynolds Company and Ennis Business
Forms, Inc. American Business Products, Inc. was acquired in 1999 by
Mail-Well, Inc., which has been added to the Peer Group. Due to a change in
the business of Reynolds & Reynolds Company, they are being dropped from the
Peer Group going forward. Information is presented for both the "old" and
"new" Peer Group.

SELECTION OF AUDITORS (PROPOSAL 2)

The selection of independent auditors is to be ratified at the
meeting and it is intended that persons named in the accompanying form of
Proxy will vote for KPMG LLP, Certified Public Accountants, who have served
continuously as auditors of the Company since fiscal 1959. The members of the
Audit Committee of the Board of Directors, Messrs. Mitchell, Price and
Tankersley, join with the remaining members of the Board of Directors in
recommending the ratification of the selection of KPMG LLP as the Company's
independent auditors for the fiscal year ending February 28, 2002. Mr.
Tankersley was an Audit Partner with KPMG LLP until his retirement in 1985.
Representatives of the firm will be present at the Annual Meeting of
shareholders to answer questions and to make any statements they wish to make
regarding the Company's financial statements. Ratification of the selection
of auditors requires the affirmative vote of the holders of a majority of the
shares voting at the Annual Meeting.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers and directors and persons who own more than
10% of the registered class of the Company's equity securities to file
reports of ownership and changes in ownership with the Securities and
Exchange Commission (the "SEC"). Officers, directors and greater than 10%
beneficial owners are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file. Based solely on a review of the
copies of the forms furnished to the Company, the Company believes that
during the fiscal

year ended February 28, 2001, all Section 16(a) filing requirements
applicable to its officers and directors were made.

MISCELLANEOUS

Management is not aware of any other matters that may be presented
for action at the meeting. If any other matters should be presented at the
meeting for which a vote may properly be taken, then the enclosed form of
Proxy will be voted in such manner as the persons named in the Proxy shall in
their discretion determine.

The Company will upon written request furnish to any shareholder,
without charge, a copy of its Annual Report on Form 10-K for the fiscal year
ended February 28, 2001 filed with the Securities and Exchange Commission.
Such written request should be directed to Harve Cathey, Secretary, Ennis
Business Forms, Inc., 1510 N. Hampton, Suite 300, DeSoto, Texas 75115.

If you do not expect to attend the meeting, please date, sign and
return the Proxy at your earliest convenience. No postage is required for
mailing in the United States. A prompt return of your Proxy will be
appreciated, as it will save the expense of further mailing.

SHAREHOLDER PROPOSALS

In order for proposals of shareholders to be considered for
inclusion in the proxy statement and form of Proxy for the 2002 Annual
Meeting of Shareholders, the Secretary of the Company must receive such
proposals not less than 120 days in advance of May 21, 2002.

By Order of the Board of Directors

Harve Cathey
Secretary

DeSoto, Texas
May 21, 2001

Appendix A

CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS OF ENNIS BUSINESS FORMS, INC.

I. Audit Committee Purpose

The Audit Committee is appointed by the Board of Directors to
assist the Board in fulfilling its oversight responsibilities.
The Audit Committee's primary duties and responsibilities are
to:

o Monitor the integrity of the Company's financial reporting
process and systems of internal controls regarding finance,
accounting and legal compliance.

o Monitor the independence and performance of the Company's
independent auditors and internal auditing activities.

o Provide an avenue of communication among the independent
auditors, management, the internal auditor and the Board of
Directors.

o Encourage adherence to, and continuous improvement of, the
Company's policies, procedures, and practices at all levels.

The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has direct
access to the independent auditors as well as anyone in the
organization. The Audit Committee has the authority (after advising the
Board to do so) to retain, at the Company's expense, special legal,
accounting, or other consultants or experts it deems necessary in the
performance of its duties.

II. Audit Committee Composition and Meetings

Audit committee members shall meet the requirements of the New
York Stock Exchange. The Audit Committee shall be comprised of
three or more directors as determined by the Board each of
whom shall be independent nonexecutive directors, free from
any relationship that would interfere with the exercise of his
or her independent judgment. All members of the Committee
shall have a basic understanding of finance and accounting and
be able to read and understand fundamental financial
statements, and at least one member of the Committee shall
have accounting or related financial management expertise.

Audit Committee members shall be appointed by the Board on
recommendation of the Executive Committee. If an audit
committee Chair is not designated or present, the members of
the Committee may designate a Chair by majority vote of the
Committee membership.

The Committee shall meet at least three times annually, or
more frequently as circumstances dictate. The Audit Committee
Chair shall prepare and/or approve an agenda in advance of
each meeting. The Committee should meet privately in executive
session at least annually with management, the independent
auditors, and as a committee to discuss any matters that the
Committee or each of these groups believe should be discussed.
In addition, the Committee, or at least its Chair, should
communicate with management and the independent auditors

quarterly to review the Company's financial statements and
significant findings based up on the auditors limited review
procedures.

III. Audit Committee Responsibilities and Duties.

REVIEW PROCEDURES

1. Review and reassess the adequacy of the Charter at least
annually. Submit the charter to the Board of Directors for
approval and have the document published at least every three
years in accordance with SEC regulations.

2. Review the Company's annual audited financial statements prior
to filing or distribution. Review should include discussion
with management and independent auditors of significant issues
regarding accounting principles, practices, and judgments.

3. In consultation with management, the independent auditors, and
by review of internal audit activities consider the integrity
of the Company's financial reporting processes and controls.
Discuss significant financial risk exposures and the steps
management has taken to monitor, control, and report such
exposures. Review significant findings prepared by the
independent auditors together with management's responses.

4. Review with financial management and the independent auditors
the company's quarterly financial results prior to the release
of earnings and the company's quarterly financial statements
prior to filing or distribution. Discuss any significant
changes to the Company's accounting principles and any items
required to be communicated by the independent auditors in
accordance with SAS 61. The Chair of the Committee or his
designate may represent the entire Audit Committee or his
designate for purposes of this review.

INDEPENDENT AUDITORS

5. The independent auditors are ultimately accountable to the
Audit Committee and the Board of Directors. The Audit
Committee shall review the independence and performance of the
auditors and annually recommend to the Board of Directors the
appointment of the independent auditors or approve any
discharge of auditors when circumstances warrant.

6. Approve the fees and other significant compensation to be paid
to the independent auditors.

7. On an annual basis, the Committee should review and discuss
with the independent auditors all significant relationships
they have with the Company that could impair the auditors'
independence.

8. Review the independent auditors audit plan - discuss scope,
staffing, locations, reliance upon management, and internal
audit and general audit approach.

9. Prior to releasing the year-end earnings, discuss the results
of the audit with the independent auditors. Discuss certain
matters required to be communicated to audit committees in
accordance with AICPA SAS 61.

A-2

10. Consider the independent auditors' judgments about the quality
and appropriateness of the Company's accounting principles as
applied in its financial reporting.

INTERNAL AUDIT ACTIVITIES AND LEGAL COMPLIANCE

11. Review the budget, plan, changes in plan, activities,
organizational structure, and qualifications of the internal
audit function, as needed.

12. Review significant reports prepared resulting from internal
audit activities together with management's response and
follow-up to these reports.

13. On at least an annual basis, review with the Company's
counsel, any legal matters that could have a significant
impact on the organization's financial statements, the
Company's compliance with applicable laws and regulations, and
inquiries received from regulators or governmental agencies.

OTHER AUDIT COMMITTEE RESPONSIBILITIES

14. Annually prepare a report to shareholders as required by the
Securities and Exchange Commission. The report should be
included in the Company's annual proxy statement.

15. Perform any other activities consistent with this Charter, the
Company's by-laws, and governing law, as the Committee or the
Board deems necessary or appropriate.

16. Establish, review, and update periodically a Code of Ethical
conduct and ensure that management has established a system to
enforce this code.

17. Annually review policies and procedures as well as audit
results associated with directors and officers expense
accounts and perquisites. Annually review a summary of
director and officers' related party transactions and
potential conflicts of interest.

18. Maintain minutes of meetings and periodically report to the
Board of Directors on significant results of the foregoing
activities.

A-3

PROXY PROXY

ENNIS BUSINESS FORMS, INC.

This Proxy is Solicited on Behalf of the Board of Directors

The undersigned hereby appoints Keith S. Walters, Robert M. Halowec and
Harve Cathey, or any one or more of them, as Proxies, each with the power to
appoint his substitute, and hereby authorizes them to represent and to vote,
as designated on the reverse side, all the shares of common stock of Ennis
Business Forms, Inc. held of record by the undersigned at the close of
business on April 16, 2001 at the Annual Meeting of Shareholders to be held
June 21, 2001 or any adjournment thereof.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.

(CONTINUED AND TO BE SIGNED AND DATED ON THE OTHER SIDE)

- --------------------------------------------------------------------------------

ENNIS BUSINESS FORMS, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. /X/

1. ELECTION OF DIRECTORS FOR TERM
ENDING IN 2004 -- For All
NOMINEES: 01-Harold W. Hartley, For Withhold (Except Nominees(s) 2. Proposal to approve the
02-Kenneth G. Pritchett and All All written below) selection of KPMG LLP as For Against Abstain
03-James C. Taylor. / / / / / / independent auditors for / / / / / /
the fiscal year ending
February 28, 2002.
- -----------------------------------------
3. In their discretion, the
Proxies are authorized to For Against Abstain
vote upon such other / / / / / /
business as may properly
come before the meeting.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2 AND IN THE
PROXIES' DISCRETION ON MATTERS ARISING UNDER 3.
THIS PROXY CONFERS DISCRETIONARY AUTHORITY UPON
THE PROXIES TO CUMULATE VOTES FOR THE ELECTION
OF THE NOMINEES FOR WHICH PROXY AUTHORITY IS
GIVEN IF (a) CUMULATIVE VOTING IS THEN IN EFFECT,
(b) ADDITIONAL PERSONS ARE NOMINATED AND (c) SUCH
PROXIES DETERMINE THAT SUCH ACTION IS NECESSARY
TO ELECT AS MANY OF MANAGEMENT'S NOMINEES AS
POSSIBLE.

Please sign exactly as name appears at left.
When shares are held by joint tenants, both
should sign. When signing as attorney, executor,
administrator, trustee or guardian, etc., please
give full title as such. If a corporation,
please sign in full corporate name by President
or other authorized officer. If a partnership,
please sign in partnership name by authorized
person.

Dated: ________________________________, 2001

Signature _______________________________________

Signature if held jointly _______________________

- -----------------------------------------------------------------------------------------------------------------------------------

-- PLEASE FOLD AND DETACH HERE AND READ THE REVERSE SIDE --

YOUR VOTE IS IMPORTANT!

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.