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, 2001

[ ] 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, 2001 was 13,070,395.

CONSOLIDATED GRAPHICS, INC.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001

INDEX
PAGE

Part I -- Financial Information

Item 1 -- Financial Statements

Consolidated Balance Sheets at June 30, 2001 and March 31, 2001........... 3

Consolidated Income Statements for the Three Months Ended
June 30, 2001 and 2000.................................................. 4

Consolidated Statements of Cash Flows for the Three Months Ended
June 30, 2001 and 2000.................................................. 5

Notes to Consolidated Financial Statements................................ 6

Item 2 -- Management's Discussion and Analysis of Financial Condition and
Results of Operations.............................................. 9

Item 3 -- Quantitative and Qualitative Disclosure About Market Risk.......... 13

Part II -- Other Information

Item 1 -- Legal Proceedings.................................................. 14

Item 2 -- Changes in Securities and Use of Proceeds.......................... 14

Item 3 -- Defaults upon Senior Securities.................................... 14

Item 4 -- Submission of Matters to a Vote of Security Holders................ 14

Item 5 -- Other Information.................................................. 14

Item 6 -- Exhibits and Reports on Form 8-K................................... 14

Signatures...................................................................... 16

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

JUNE 30, MARCH 31,
2001 2001
-------- --------
ASSETS (UNAUDITED) (AUDITED)

CURRENT ASSETS
Cash and cash equivalents ..................................... $ 6,116 $ 8,667
Accounts receivable, net ...................................... 117,710 116,095
Inventories ................................................... 32,049 31,536
Prepaid expenses .............................................. 5,236 4,605
Deferred income tax assets .................................... 4,378 4,023
-------- --------
Total current assets ..................................... 165,489 164,926
PROPERTY AND EQUIPMENT, net ........................................ 292,760 299,871
GOODWILL, net ...................................................... 201,714 203,030
OTHER ASSETS ....................................................... 6,837 6,840
-------- --------
$666,800 $674,667
======== ========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Current portion of long-term debt ............................ $ 16,189 $ 18,711
Accounts payable .............................................. 27,619 33,865
Accrued liabilities ........................................... 33,417 32,609
Income taxes payable .......................................... 3,073 253
-------- --------
Total current liabilities ................................ 80,298 85,438
LONG-TERM DEBT, net of current portion ............................. 237,666 246,729
DEFERRED INCOME TAX LIABILITIES .................................... 55,853 54,966
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Common stock, $.01 par value; 100,000,000 shares
authorized; 13,046,295 and 13,018,795 issued
and outstanding ............................................. 130 130
Additional paid-in capital .................................... 155,568 155,199
Retained earnings ............................................. 137,285 132,205
-------- --------
Total shareholders' equity ............................... 292,983 287,534
-------- --------
$666,800 $674,667
======== ========

See accompanying notes to consolidated financial statements.

CONSOLIDATED GRAPHICS, INC.
CONSOLIDATED INCOME STATEMENTS
(IN THOUSANDS)
(UNAUDITED)

THREE MONTHS ENDED
JUNE 30,
----------------------
2001 2000
-------- --------

SALES ........................................... $164,435 $173,486

COST OF SALES ................................... 120,603 124,058
-------- --------

Gross profit ............................... 43,832 49,428

SELLING EXPENSES ................................ 17,164 17,406

GENERAL AND ADMINISTRATIVE EXPENSES ............. 13,591 13,717
-------- --------

Operating income ........................... 13,077 18,305

INTEREST EXPENSE ................................ 4,610 4,911
-------- --------

Income before income taxes ................. 8,467 13,394

PROVISION FOR INCOME TAXES ...................... 3,387 5,358
-------- --------

NET INCOME ...................................... $ 5,080 $ 8,036
======== ========

BASIC EARNINGS PER SHARE ........................ $ .39 $ .59
======== ========

DILUTED EARNINGS PER SHARE ...................... $ .38 $ .59
======== ========

SHARES USED TO COMPUTE EARNINGS PER SHARE

Basic ...................................... 13,025 13,601
Diluted .................................... 13,258 13,610

See accompanying notes to consolidated financial statements.

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

THREE MONTHS ENDED
JUNE 30,
--------------------
2001 2000
-------- --------

OPERATING ACTIVITIES:
Net income ............................................................ $ 5,080 $ 8,036
Adjustments to reconcile net income to net cash provided
by operating activities --
Depreciation and amortization .................................... 10,260 9,177
Deferred income tax provision .................................... 532 1,031
Changes in assets and liabilities, net of effects of acquisitions-
Accounts receivable .......................................... (1,615) 1,251
Inventories .................................................. (513) (1,525)
Prepaid expenses ............................................. (631) (969)
Other assets ................................................. 3 (541)
Accounts payable and accrued liabilities ..................... (3,788) (435)
Income taxes payable ......................................... 2,852 4,063
-------- --------
Net cash provided by operating activities ................ 12,180 20,088
-------- --------

INVESTING ACTIVITIES:
Acquisitions of businesses ............................................ (1,476) (1,845)
Purchases of property and equipment ................................... (3,071) (5,090)
Proceeds from asset dispositions ...................................... 1,064 599
-------- --------
Net cash used in investing activities .................... (3,483) (6,336)
-------- --------

FINANCING ACTIVITIES:
Proceeds from bank credit facilities .................................. 1,854 67,446
Payments on bank credit facilities .................................... (11,313) (69,240)
Payments on long-term debt ............................................ (2,126) (1,208)
Payments to repurchase and retire common stock ........................ -- (6,678)
Proceeds from exercise of stock options and other ..................... 337 156
-------- --------
Net cash used in financing activities .................... (11,248) (9,524)
-------- --------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ........................ (2,551) 4,228
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ............................. 8,667 8,197
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ................................... $ 6,116 $ 12,425
======== ========

See accompanying notes to consolidated financial statements.

CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
(UNAUDITED)

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated financial statements include the
accounts of Consolidated Graphics, Inc. and subsidiaries (collectively with its
subsidiaries referred to as "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, 2001 are not necessarily
indicative of future operating results. Balance sheet information as of March
31, 2001 has been derived from the 2001 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 2001.

Basic earnings per share are calculated by dividing net income by the
weighted average number of common shares outstanding. Diluted earnings per share
reflect net income divided by the weighted average number of common shares and
dilutive stock options outstanding.

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. The following is a summary of total cash paid for interest and
income taxes (net of refunds).

THREE MONTHS ENDED
JUNE 30,
---------------------
2001 2000
CASH PAID FOR: ------- -------
Interest............................. $ 4,444 $ 4,583
Income taxes......................... 3 264

CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
(IN THOUSANDS)
(UNAUDITED)

2. LONG-TERM DEBT
The following is a summary of the Company's long-term debt as of:

JUNE 30, MARCH 31,
2001 2001
--------- ---------

Bank credit facilities ............... $ 173,719 $ 183,178
Term equipment notes ................. 73,782 75,665
Other ................................ 6,354 6,597
--------- ---------
253,855 265,440
Less current portion ................. (16,189) (18,711)
--------- ---------
$ 237,666 $ 246,729
========= =========

The Company entered into a five-year $225,000 senior secured credit
facility (the "Bank Credit Facility") with eleven banks in December 2000. The
Bank Credit Facility is composed of a $50,000 five-year term loan (the "Term
Loan"), of which $40,000 was outstanding at June 30, 2001, and a $175,000
five-year revolving credit line (the "Revolving Line"), of which $132,300 was
outstanding at June 30, 2001. The size of the Revolving Line may be increased by
$50,000 at a later date by adding additional lenders. The Term Loan requires
quarterly payments of $2,500 each through September 30, 2005.

Borrowings outstanding under the Bank Credit Facility are secured by
substantially all of the Company's assets other than real estate and certain
equipment subject to term equipment notes and other financing. Borrowings under
the Bank Credit Facility accrue interest, at the Company's option, at either (1)
the London Interbank Offered Rate (LIBOR) plus a margin of 1.25% to 2.25%, or
(2) an alternate base rate (based upon the greater of the agent bank's prime
lending rate or the Federal Funds effective rate plus .50%) plus a margin of up
to 1.00%. The Company is also required to pay a commitment fee on available but
unused amounts ranging from .275% to .375%. The interest rate margin and the
commitment fee are based upon the Company's ratio of Funded Debt to Pro Forma
Consolidated EBITDA, as defined, redetermined quarterly. On June 30, 2001
borrowings outstanding under the Term Loan and the Revolving Line accrued
interest at a weighted average rate of 6.36%.

The proceeds of the Bank Credit Facility can be used to repay certain
indebtedness, finance certain acquisitions and provide for working capital and
general corporate purposes. Proceeds can also be used by the Company to
repurchase its common stock, subject to a limit of $25,000 and certain other
restrictions.

In addition, the Company entered into a one-year auxiliary revolving
credit facility (the "Auxiliary Bank Facility") with a commercial bank in
December 2000. This Auxiliary Bank Facility is unsecured and has a maximum
borrowing capacity of $5,000. At June 30, 2001, borrowings outstanding under the
Auxiliary Bank Facility totaled $1,419 and accrued interest at 5.73%.

CONSOLIDATED GRAPHICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
(IN THOUSANDS)
(UNAUDITED)

The term equipment notes consist primarily of term notes payable pursuant
to printing equipment purchase and financing agreements between the Company and
two printing equipment manufacturers. The agreements provide for fixed monthly
payments over periods of either five or ten years and are secured by the
purchased equipment. At June 30, 2001, outstanding borrowings under these
agreements totaled $70,724 and were subject to a weighted average interest rate
of 7.75%. The remaining balance of term equipment notes totaling $3,058
primarily consists of various secured debt obligations assumed by the Company in
connection with certain prior year acquisitions. The Company is not subject to
any significant financial covenants in connection with any of these equipment
notes; however, the Bank Credit Facility places certain limitations on the
amount of additional term note obligations the Company may incur in the future.

3. ACQUISITIONS

During the three months ended June 30, 2001, the Company paid cash of
$1,476 to satisfy certain liabilities of acquired businesses that existed at
March 31, 2001 or pursuant to earnout agreements entered into in connection with
certain prior year acquisitions.

4. RECENT ACCOUNTING PRONOUNCEMENTS

Statement of Financial Accounting Standards ("SFAS") No. 141, BUSINESS
COMBINATIONS, and SFAS No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS, were
issued in July 2001. SFAS No. 141 primarily requires that all acquisitions
initiated after June 30, 2001, be accounted for using the purchase method of
accounting. SFAS 142 primarily requires that companies discontinue amortizing
goodwill and perform annual impairment tests to determine if the remaining
balance of goodwill or other intangible assets should be reduced to their
estimated fair values. SFAS No. 142 also requires companies to separately report
more specifically identifiable intangible assets and amortize such assets over
their useful life, if determinable. SFAS No. 142 is effective for fiscal years
beginning after December 15, 2001. Our Company expects to adopt SFAS No. 142
during its fiscal 2003 first quarter, which ends June 30, 2002. Management is
currently reviewing the impact of the adoption of SFAS Nos. 141 and 142 on its
consolidated financial position and consolidated results of operations.

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

THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING INFORMATION. READERS ARE
CAUTIONED THAT SUCH INFORMATION INVOLVES KNOWN AND UNKNOWN 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 AND ACQUIRE 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 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 COMPANY
EXPRESSLY DISCLAIMS ANY DUTY TO PROVIDE UPDATES TO THESE FORWARD-LOOKING
STATEMENTS, ASSUMPTIONS OR OTHER FACTORS AFTER THE DATE OF THIS REPORT ON FORM
10-Q TO REFLECT THE OCCURRENCE OF EVENTS OR CIRCUMSTANCES OR CHANGES IN
EXPECTATIONS.

THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND PERFORMANCE OF THE
COMPANY SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED FINANCIAL STATEMENTS
INCLUDED HEREIN AND 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, 2001 AND OTHER
REPORTS FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION.
OPERATING RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 2001 ARE NOT NECESSARILY
INDICATIVE OF THE RESULTS TO BE EXPECTED FOR THE ENTIRE FISCAL YEAR ENDING MARCH
31, 2002 OR ANY PERIODS THEREAFTER.

OVERVIEW

Our Company is a leading national provider of commercial printing services
and is recognized as the largest sheet-fed and half-web commercial printing
company in the United States with 63 printing facilities in 25 states. We are
focused on adding value to our operating companies by providing the financial
and operational strengths, management support and technological advantages
associated with a national organization. All of our printing businesses
represent one reportable operating segment because, in general, they provide the
same type of services and exhibit similar economic characteristics.

The majority of our sales are derived from traditional printing services,
which include electronic prepress, printing, finishing, storage, and delivery of
high-quality, custom-designed products. Examples of such products include
multicolor product and capability brochures, shareholder communications,
catalogs, training manuals, point-of-purchase marketing materials and direct
mail pieces. We have a diverse customer base, including national and local
corporations, mutual fund companies, advertising agencies, graphic design firms,
catalog retailers and direct mail distributors.

Our printing operations capitalize on their advanced technological
capabilities and expertise in digital processes to provide a variety of
electronic products and services that are complementary to our traditional
printing services. Our electronic products and services are developed and
marketed to existing and potential customers through CGXmedia. Our two
proprietary, Internet-based software solutions include COIN (Custom Ordering
Interactive Network), our on-line print procurement and fulfillment software,
and OPAL (On-line Private Asset Library), our Web-based tool used by companies
to efficiently manage their valuable digital assets. CGXmedia also offers a
variety of additional electronic media solutions, such as CD-ROM development and
production, conversion of text in printed or digital form to eBook format,
electronic journal composition and variable data and on-demand printing for
short run, fast turnaround projects.

Our Company offers fulfillment services, whereby we assemble, package,
store and distribute promotional, educational and training documents on behalf
of our customers. We help customers manage their inventory of printed products
and related materials (such as binders and product samples), while also
providing "just-in-time" assembly and delivery of customized materials to end
users. Our convenient mailing services include a number of options for sorting,
packaging, inkjet labeling and shipping of large quantities of printed materials
to any number of distribution points.

Our printing operations maintain their own sales, estimating, customer
service, prepress, production, postpress and accounting departments. Our
corporate headquarters staff provides support to our printing operations in such
areas as human resources, purchasing and management information systems. We also
maintain centralized risk management, treasury, investor relations, tax and
consolidated financial reporting activities.

Most of the products we produce are generated by individual orders through
commissioned sales personnel and, in some cases, pursuant to long-term
contracts. To a large extent, continued engagement of our Company by our
customers for successive jobs depends upon the customer's satisfaction with the
quality of services provided. As such, we are unable to accurately predict, for
more than a few weeks in advance, the number, size and profitability of printing
jobs that we expect to produce.

Our Company's primary business strategy is to generate sales and profit
growth by capitalizing on our size, extensive range of capabilities and
nationwide coverage to:

o Increase our local market share,

o Invest in new technology and expand our capabilities,

o Aggressively pursue national account opportunities,

o Maximize the potential of CGXmedia to create additional revenue
sources and generate additional print demand.

We achieve operational improvements at our printing businesses by
leveraging our economies of scale with national purchasing agreements, sharing
best practices and benchmarking financial and operational data across our
network of 63 companies, and providing general business and managerial training
to recent college graduates through our successful Management Development
Program. We also continue to selectively pursue opportunities to acquire
profitable, well-managed printing companies that fit our general criteria.

RESULTS OF OPERATIONS

The following table sets forth the Company's historical income statements
for the periods indicated:

AS A PERCENTAGE
OF SALES
--------------------
THREE MONTHS THREE MONTHS
ENDED JUNE 30, ENDED JUNE 30,
--------------------- --------------------
2001 2000 2001 2000
------ ------ ------ ------
(in millions)

Sales ......................................... $164.4 $173.5 100.0% 100.0%
Cost of sales ................................. 120.6 124.1 73.3 71.5
------ ------ ------ ------
Gross profit ............................ 43.8 49.4 26.7 28.5
Selling expenses .............................. 17.1 17.4 10.4 10.0
General and administrative expenses ........... 13.6 13.7 8.3 7.9
------ ------ ------ ------
Operating income ........................ 13.1 18.3 8.0 10.6
Interest expense .............................. 4.6 4.9 2.8 2.9
------ ------ ------ ------
Income before income taxes .............. 8.5 13.4 5.2 7.7
Provision for income taxes .................... 3.4 5.4 2.1 3.1
------ ------ ------ ------
Net income .............................. $ 5.1 $ 8.0 3.1% 4.6%
====== ====== ====== ======

QUARTER ENDED JUNE 30, 2001 COMPARED WITH QUARTER ENDED JUNE 30, 2000

Sales decreased 5.2% to $164.4 million for the quarter ended June 30,
2001, from $173.5 million for the same period last year. This decline is due
primarily to a reduction in pricing necessary for our operating companies to
maintain or increase market share in the midst of the current economic slowdown
that began in the fourth quarter of 2000, coupled with management's decision to
exit a portion of our business at one operation and combine three
under-performing operations into nearby facilities during the quarter ended
March 31, 2001.

Gross profit decreased 11.3% to $43.8 million for the quarter ended June
30, 2001, from $49.4 million for the same period last year. Gross profit as a
percentage of sales decreased to 26.7% during the quarter from 28.5% for the
same period a year ago. This decrease resulted from pricing pressures due to the
general economic slowdown noted above, coupled with higher depreciation on our
prior year investments in additional capital equipment.

Selling expenses decreased 1.4% to $17.1 million for the quarter ended
June 30, 2001, from $17.4 million for the same period last year, primarily due
to the decreased sales levels noted above. Selling expenses as a percentage of
sales increased to 10.4% during the quarter, as compared to 10.0% in the same
period last year. This increase is due to higher marketing and training costs
attributable to our pursuit of national accounts and our electronic media
initiatives as we continue to develop and market our electronic products and
services available through CGXmedia.

General and administrative expenses decreased 1.0% to $13.6 million for
the quarter ended June 30, 2001, from $13.7 million for the same period last
year. General and administrative expenses as a percentage of sales increased to
8.3% during the quarter, as compared to 7.9% in the same period last year. This
percentage increase reflects the impact of the sales decline discussed above,
while overhead and administrative costs remained constant to maintain our
current level of operations.

Interest expense decreased to $4.6 million for the quarter ended June 30,
2001, from $4.9 million for the same period last year, primarily due to lower
borrowings outstanding and lower interest rates paid under our bank credit
facilities.

Effective income tax rates remained constant at 40% for the three months
ended June 30, 2001 as compared to the same period last year.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2001, we had cash and cash equivalents of $6.2 million,
working capital of $85.2 million and total debt outstanding of $253.9 million.
Our cash requirements are financed through internally generated funds and, as
necessary, borrowings under our bank credit facilities. We generated cash flow
from operations (net income plus depreciation, amortization and deferred income
tax provision) of $15.9 million for the three months ended June 30, 2001, which
exceeded our cash requirements for the period. During the three months ended
June 30, 2001, we utilized cash for capital expenditures totaling $3.1 million
and reduced the balance outstanding on our bank credit facilities by $9.5
million.

INVESTING ACTIVITIES

Pursuant to earnout agreements entered into in connection with certain
acquisitions, we paid $1.2 million during the three months ended June 30, 2001
and, as of that date, we were contingently obligated at certain times and under
certain circumstances through fiscal 2005 to issue up to 231,176 shares of our
common stock and to make additional cash payments of up to $15.4 million for all
periods in the aggregate.

We intend to continue pursuing acquisition opportunities at prices we
believe are reasonable based upon market conditions and at returns relative to
alternative opportunities to invest our available capital. There can be no
assurance that we will be able to acquire additional businesses at prices and on
terms acceptable to us in the future. In addition, there can be no assurances
that we will be able to establish, maintain or increase the profitability of any
acquired business.

We expect to fund future acquisitions through cash flow from operations,
borrowings under our revolving credit facilities or the issuance of our common
stock. To the extent we seek to fund a significant portion of the consideration
for future acquisitions with cash, we may seek to increase the amount of our
bank credit facilities or obtain alternative sources of financing, although
there can be no assurance that we will be able to do so.

We also expect to continue making capital expenditures using cash flow
from operations, supplemented as necessary by borrowings under our bank credit
facilities or the issuance of term notes.

FINANCING ACTIVITIES

The Company entered into a five-year $225.0 million senior secured credit
facility (the "Bank Credit Facility") with eleven banks in December 2000. The
Bank Credit Facility is composed of a $50.0 million five-year term loan (the
"Term Loan"), of which $40.0 million was outstanding at June 30, 2001, and a
$175.0 million five-year revolving credit line (the "Revolving Line"), of which
$132.3 million was outstanding at June 30, 2001. The size of the Revolving Line
may be increased by $50.0 million at a later date by adding additional lenders.
The Term Loan requires quarterly payments of $2.5 million each through September
30, 2005.

Borrowings outstanding under the Bank Credit Facility are secured by
substantially all of our assets other than our real estate and certain equipment
subject to term equipment notes and other financing. Borrowings under the Bank
Credit Facility accrue interest, at our option, at either (1) the London
Interbank Offered Rate (LIBOR) plus a margin of 1.25% to 2.25%, or (2) an
alternate base rate (based upon the greater of the agent bank's prime lending
rate or the Federal Funds effective rate plus .50%) plus a margin of 0% to
1.00%. We are also required to pay a commitment fee on available but unused
amounts ranging from .275% to .375%. The interest rate margin and the commitment
fee are based upon our ratio of Funded Debt to Pro Forma Consolidated EBITDA, as
defined, redetermined quarterly. On June 30, 2001, borrowings outstanding under
the Term Loan and the Revolving Line accrued interest at a weighted average rate
of 6.36%.

In addition, we entered into a one-year auxiliary revolving credit
facility (the "Auxiliary Bank Facility") with a commercial bank in December
2000. This Auxiliary Bank Facility is unsecured and has a maximum borrowing
capacity of $5.0 million. At June 30, 2001, borrowings outstanding under the
Auxiliary Bank Facility totaled $1.4 million and accrued interest at 5.73%.

Our Company is subject to certain covenants and restrictions and we must
meet certain financial tests pursuant to and as defined in the Credit Agreement.
We were in compliance with these covenants and financial tests at June 30, 2001.

We also have agreements with two printing equipment manufacturers,
pursuant to which we receive certain volume purchase incentives and long-term
financing options with respect to the purchase of printing presses and other
equipment. Under these agreements, we were obligated on term notes totaling
$70.7 million and subject to a weighted average interest rate of 7.75% as of
June 30, 2001. The agreements provide for fixed monthly payments over periods of
either five or ten years and are secured by the purchased equipment. Our Company
is not subject to any significant financial covenants in connection with any of
these equipment notes; however, our Bank Credit Facility places certain
limitations on the amount of additional term note obligations we may incur in
the future.

RECENT ACCOUNTING PRONOUNCEMENTS

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. We do not hold or utilize
derivative financial instruments which could expose our Company to significant
market risk. However, we are exposed to market risk for changes in interest
rates related primarily to our bank credit facilities. As of June 30, 2001,
there were no material changes in our market risk or the estimated fair value of
our short-term and long-term debt obligations as reported in our Annual Report
on Form 10-K for the fiscal year ended March 31, 2001.

CONSOLIDATED GRAPHICS, INC.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

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
(Consolidated Graphics, Inc. Form 10-Q (June 30, 1999) SEC File No.
0-24068, Exhibit 3.4).

*3.5 Amendments to the By-Laws of the Company on December 15, 1999
(Consolidated Graphics, Inc. Form 8-K (December 15, 1999) SEC File No.
0-24068, Exhibit 3.2).

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

*4.2 Rights Agreement dated as of December 15, 1999 between Consolidated
Graphics, Inc and American Stock Transfer and Trust Company, as Rights
Agent, which includes as Exhibit A the Certificate of Designations of
Series A Preferred Stock, as Exhibit B the form of Rights Certificate
and as Exhibit C the form of summary of Rights to Purchase Shares
(Consolidated Graphics, Inc Form 8-K (December 15, 1999) SEC File No.
0-24068, Exhibit 4.1).

* Incorporated by reference

(B) REPORTS ON FORM 8-K:

1) Form 8-K, filed April 25, 2001 in connection with the press release
announcing the Company's fiscal 2001 fourth quarter results.

2) Form 8-K, filed July 25, 2001 in connection with the press release
announcing the Company's fiscal 2002 first quarter results.

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 14, 2001 By: /s/ WAYNE M. ROSE
--------------------------------
Wayne M. Rose
Executive Vice President,
Chief Financial Officer
and Secretary