ENNIS BUSINESS FORMS, INC.
                                     
                                     
                                  BYLAWS
                                     
                    As Amended Through October 15, 1997
                                     
                                     
                                 ARTICLE I
                                     
                                  OFFICES

     Section 1.     The principal office and the registered office shall be
in the City of Ennis, County of Ellis, State of Texas.

      Section  2.     The corporation may also have offices at  such  other
places  both  win and without the State of Texas as the board of  directors
may  from  time  to time determine or the business of the  corporation  may
require.


                                ARTICLE II
                                     
                         MEETINGS OF STOCKHOLDERS

      Section 1.     Meetings of stockholders may be held at such place and
time,  within  or  without the State of Texas, as shall be  stated  in  the
notice of the meeting or in a duly executed waiver of notice thereof.

     Section 2.     Annual meetings of the stockholders commencing with the
year  1976 shall be held on the third Thursday of June if it is not a legal
holiday,  and if a legal holiday then on the next secular day following  at
such  time and hour as may be named in the notice of the meeting  fixed  by
the  directors, at which time they shall elect by a majority vote, a  board
of  directors and transact such other business as may properly  be  brought
before the meeting.

      Section  3.     Written notice of the annual meeting shall  be  given
each stockholder entitled to vote thereat at least ten days before the date
of the meeting.

      Section  4.      The  officer or agent who has charge  of  the  stock
transfer books of the corporation shall prepare and make, at least ten days
before  every  meeting of stockholders, a complete list of the stockholders
entitled  to vote at said meeting, arranged in alphabetical order with  the
residence of and the number of voting shares held by each.  Such list shall
be  open  at the registered office of the Company for a period of ten  days
prior  to the meeting, to the examination of any stockholder, and shall  be
produced  and  kept at the time and place of the meeting during  the  whole
time  thereof, and subject to the inspection of any stockholder who may  be
present.

      Section 5.     Special meetings of the stockholders, for any purchase
or  purposes, unless otherwise prescribed by statute or by the articles  of
incorporation, may be called by the president and shall be  called  by  the
president or secretary at the request in writing by a majority of the board
of  directors, or at the request in writing of stockholders owning at least
one-tenth  in amount of the entire capital stock of the corporation  issued
and outstanding and entitled to vote.  Such request shall state the purpose
or purposes of the proposed meeting.

      Section  6.      Written notice of a special meeting of stockholders,
stating  the  time,  place and subject thereof,  shall  be  given  to  each
stockholder entitled to vote thereat, not less than ten nor more than fifty
days before the date fixed for the meeting.

       Section  7.      Business  transacted  at  any  special  meeting  of
stockholders shall be limited to the purposes stated in the notice.

      Section  8.      The  holders of a majority of the stock  issued  and
outstanding  and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for
the  transaction of business except as otherwise provided by statute or  by
the  articles  of  incorporation.  If, however, such quorum  shall  not  be
present or represented at the meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy,  shall
have  power to adjourn the meeting from time to time, without notice  other
than  announcement  at  the meeting, until a quorum  shall  be  present  or
represented.  At such adjourned meeting at which a quorum shall be  present
or  represented,  any  business may be transacted  which  might  have  been
transacted at the meeting as originally notified.

      Section 9.     When a quorum is present at any meeting, the voting of
the  holders  of  a  majority of the stock having voting power  present  in
person  or  represented by proxy shall decide any question  brought  before
such meeting, unless the question is one upon which by express provision of
the  statute  or  of  the articles of incorporation, a  different  vote  is
required, in which case such express provision shall govern and control the
decision of such question.

      Section  10.     Each  stockholder shall  at  every  meeting  of  the
stockholders be entitled to one vote in person or by proxy for  each  share
of  the capital stock having voting power held by such stockholder, but  no
proxy shall be voted on after eleven months from its date, unless the proxy
provides for a longer period, and, except where the transfer books  of  the
corporation have been closed or a date has been fixed as a record date  for
the  determination of its stockholders entitled to vote, no share of  stock
shall  be voted on at any election for directors which has been transferred
on  the  books  of the corporation within twenty days next  preceding  such
election of directors.

      Section 11.    Whenever the vote of stockholders at a meeting thereof
is  required  or  permitted to be taken in connection  with  any  corporate
action   by  any  provisions  of  the  statutes  or  of  the  articles   of
incorporation, the meeting and vote of stockholders may be dispensed  with,
if  all the stockholders who have been entitled to vote upon the action  if
such  meeting  were held shall consent in writing to such corporate  action
being  taken.  At all corporate meetings the manner of voting shall  be  by
ballot, by voice vote, or by a showing of hands, at the discretion  of  the
chairman of the meeting.
                                     
                                     
                                ARTICLE III
                                     
                                 DIRECTORS

      Section  1.      The number of directors which shall  constitute  the
whole  board shall be nine.  The directors shall be elected at  the  annual
meeting  of  the  stockholders, except as provided in  Section  2  of  this
Article, and each director elected shall hold office until his successor is
elected and qualified.  Directors need not be stockholders.

      Section  2.      Vacancies and newly created directorships  resulting
from  any  increase in the authorized number of directors by  amendment  of
these  by-laws may be filled by a majority of the directors then in office,
though  less  than a quorum, and the directors so chosen shall hold  office
until  the next annual election and until their successors are duly elected
and shall qualify, unless sooner displaced.

     Section 3.     The business of the corporation shall be managed by its
board  of  directors which may exercise all such powers of the  corporation
and  do  all such lawful acts and things as are not by statute  or  by  the
articles  of  incorporation or by these bylaws directed or required  to  be
exercised or done by the stockholders.


                    MEETINGS OF THE BOARD OF DIRECTORS

      Section  4.      The board of directors of the corporation  may  hold
meetings, both regular and special, either within or without the  State  of
Texas.

      Section  5.      The  first meeting of each newly  elected  board  of
directors  shall be held immediately following the meeting of  stockholders
at  which  such  directors were elected, or be fixed by  the  vote  of  the
stockholders at the annual meeting and no notice of such meeting  shall  be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present.  In the event such meeting  is
not held immediately following the annual meeting, or at the time and place
so  fixed  by  the stockholders, the meeting may be held at such  time  and
place  as shall be specified in a notice given as hereinafter provided  for
special meetings of the board of directors, or as shall be specified  in  a
written waiver signed by all of the directors.

      Section 6.     Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

      Section  7.      Special meetings of the board of  directors  may  be
called  by  the  chairman of the board or by the president,  and  shall  be
called  by  the  president or secretary upon the  written  request  of  two
directors.   Written notice of special meetings of the board  of  directors
shall be given to each director at least three days before the date of  the
meeting.

      Section  8.      At  all  meetings of the Board  a  majority  of  the
directors shall constitute a quorum for the transaction of business and the
act of a majority of the directors present at any meeting at which there is
a  quorum  shall  be the act of the board of directors, except  as  may  be
otherwise   specifically  provided  by  statute  or  by  the  articles   of
incorporation.   If  a quorum shall not be present at any  meeting  of  the
board  of directors, the directors present thereat may adjourn the  meeting
from  time to time, without notice other than announcement at the  meeting,
until a quorum shall be present.

                          COMMITTEE OF DIRECTORS

      Section 9.     The board of directors may, by resolution passed by  a
majority of the whole board, designate an executive committee to consist of
three  or more directors, any two of which, to the extent provided  in  the
resolution,  shall  have  and  may exercise the  powers  of  the  board  of
directors  in the management of the business and affairs of the corporation
and  may authorize the seal of the corporation to be affixed to all  papers
which may require it.

      Section  10.     The  committee shall keep regular minutes  of  their
proceedings and report the same to the board of directors when required.

                         COMPENSATION OF DIRECTORS

      Section 11.    The directors may be paid their expenses, if  any,  of
attendance  at  such meeting of the board of directors and may  be  paid  a
fixed  sum  for attendance at each meeting of the board of directors  or  a
stated  salary  as director.  No such payment shall preclude  any  director
from   serving  the  corporation  in  any  other  capacity  and   receiving
compensation  therefor.  Members of special or standing committees  may  be
allowed like compensation for attending committee meetings.


                                ARTICLE IV
                                     
                                  NOTICES

      Section  1.      Notice  to directors and stockholders  shall  be  in
writing and delivered personally or mailed to the directors or stockholders
at  their  addresses appearing on the books of the corporation.  Notice  by
mail shall be deemed to be given at the time when the same shall be mailed.
Notice to directors may also be given by telegram.

      Section 2.     Whenever any notice is required to be given under  the
provisions of the statutes or of the articles of incorporation or by  these
bylaws,  a  waiver  thereof in writing, signed by  the  person  or  persons
entitled  to said notice, whether before or after the time stated  therein,
shall be deemed equivalent thereto.


                                 ARTICLE V
                                     
                                 OFFICERS

     Section 1.  The officers of the corporation shall be a Chief Executive
Officer,  a  President,  one or more Vice Presidents,  a  Secretary  and  a
Treasurer.  The board of directors may also choose a Chairman of the  Board
(from among its members), one or more Vice-Chairmen of the Board (each also
from among its members), one or more Executive Vice Presidents, one or more
Assistant Secretaries and Assistant Treasurers and such other officers  and
agents as it shall deem necessary, each of whom shall hold office for  such
term,  and shall perform such duties and exercise such powers, as shall  be
prescribed  by  the  board of directors from time to  time.   Two  or  more
offices may be held by the same person except the offices of President  and
Secretary.

      Section  2.  The board of directors at its first meeting  after  each
annual  meeting of shareholders shall choose a Chief Executive  Officer,  a
President,  one or more Vice Presidents, a Secretary and a Treasurer.   The
Chief  Executive Officer shall be selected from among the Chairman  of  the
Board,  if  any, the Vice-Chairmen of the Board, if any, and the President.
A Chief Executive Officer who also serves as President need not be a member
of  the board of directors.  None of the Vice Presidents, the Secretary  or
the Treasurer need be a member of the board of directors.

     Section 3.  The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

      Section  4.  The officers of the corporation shall hold office  until
their  successors are chosen and qualify.  Any officer chosen,  elected  or
appointed  by  the board of directors may be removed at  any  time  by  the
affirmative  vote  of  a majority of the board of directors.   Any  vacancy
occurring  in any office of the corporation by death, resignation,  removal
or otherwise shall be filled by resolution of the board of directors.


                   THE CHAIRMAN OF THE BOARD

      Section 5.  The Chairman of the Board, if any, shall preside  at  all
meetings  of the shareholders and of the board of directors.  In  addition,
the Chairman of the Board shall perform such other duties and exercise such
other powers as are prescribed by the board of directors from time to time.
The  Chairman  of the Board shall be an ex-officio member of  all  standing
committees  of the board of directors.  In the absence of the  Chairman  of
the  Board, one of the Vice-Chairmen of the Board, or in the absence of the
Vice-Chairmen  of the Board, the Chief Executive Officer, may  perform  the
duties and exercise the powers of the Chairman of the Board.


                   VICE-CHAIRMEN OF THE BOARD

     Section 6.  The Vice-Chairmen of the Board, if any, shall perform such
duties and exercise such powers as are prescribed by the board of directors
from  time to time.  Each Vice-Chairman of the Board shall be an ex-officio
member  of  all  standing committees of the board  of  directors.   In  the
absence of the Vice-Chairmen of the Board, the Chief Executive Officer,  or
in  the  absence of the Chief Executive Officer, the President, may perform
the duties and exercise the powers of the Vice-Chairmen of the Board.


                  THE CHIEF EXECUTIVE OFFICER

      Section 7.  The Chief Executive Officer shall perform such duties and
exercise such powers as are prescribed by the board of directors from  time
to  time.   As  provided in Section 2 above of this  Article  V,  only  the
Chairman of the Board, the Vice-Chairmen of the Board and the President are
eligible  to  serve  as the Chief Executive Officer.  The  Chief  Executive
Officer  with the Chairman of the Board and the Vice-Chairmen of the  Board
shall  be  an ex-officio member of all standing committees of the board  of
directors.   In  the  Chief Executive Officer's absence the  President  may
perform the duties and exercise the powers of the Chief Executive Officer.


                         THE PRESIDENT

      Section 8.  The President shall perform such duties and exercise such
powers  as  are  prescribed by the board of directors from  time  to  time.
Unless otherwise determined by the board of directors, the President  shall
have  the  power and authority to execute and deliver bonds, mortgages  and
other  contracts  of  the  corporation  in  the  ordinary  course  of   the
corporation's  business and also to execute and deliver on  behalf  of  the
corporation  any  and  all  other documents  authorized  by  the  board  of
directors.  Unless otherwise determined by the board of directors,  one  of
the  Vice  Presidents shall, in the absence of the President,  perform  the
duties and exercise the powers of the President.  The President need not be
a  member of the board of directors; however, if he is a director he  shall
be  an  ex-officio  member  of  all standing committees  of  the  board  of
directors.


                        VICE PRESIDENTS

      Section 9.  The various Vice Presidents shall perform such duties and
exercise such powers as the board of directors shall prescribe from time to
time.


                       THE SECRETARY AND
                     ASSISTANT SECRETARIES

      Section 10.  The Secretary shall attend all meetings of the board  of
directors  and  all meetings of shareholders and record all proceedings  of
such  meetings  in a book to be kept for that purpose. The Secretary  shall
also  perform  like duties for the standing committees of the  corporation,
when  required.  The Secretary shall give, or cause to be given, notice  of
all  meetings  of  the shareholders and special meetings of  the  board  of
directors,  and  shall perform such other duties, and shall  exercise  such
other  powers, as may be prescribed by the board of directors from time  to
time.  The Secretary shall keep in safe custody the seal of the corporation
and,  when  authorized by the board of directors, affix  the  same  to  any
instrument requiring it and, when so affixed, it shall be attested  by  the
signature  of  the  Secretary or by the signature of the  Treasurer  or  an
Assistant Secretary, which signature may be facsimile.

      Section  11.   The  Assistant  Secretaries  in  the  order  of  their
seniority, unless otherwise determined by the board of directors, shall, in
the absence or disability of the Secretary, perform the duties and exercise
the  powers of the Secretary.  The Assistant Secretaries shall also perform
such  other duties and exercise such other powers as the board of directors
may prescribe from time to time.


                       THE TREASURER AND
                      ASSISTANT TREASURERS

      Section  12.   The Treasurer shall have the custody of the  corporate
funds  and securities and shall keep full and accurate accounts of receipts
and  disbursements  in books belonging to the corporation.   The  Treasurer
shall deposit all moneys and other valuable effects in the name and to  the
credit of the corporation in such depositories as may be designated by  the
board of directors.

     Section 13.  The Treasurer shall disburse the funds of the corporation
as  may  be  ordered by the board of directors, taking proper vouchers  for
such  disbursements, and shall render to the board of directors, or to such
officers  as  they require, an account of all the Treasurer's  transactions
and  of  the  financial condition of the corporation.  The Treasurer  shall
also  perform such other duties and exercise such other powers as the board
of directors may prescribe from time to time.

      Section  14.   If required by the board of directors,  the  Treasurer
shall  give the corporation a bond (which shall be renewed every six years)
in  such  sum and with such surety or sureties as shall be satisfactory  to
the board of directors for the faithful performance of the duties of office
and  for  the  restoration of the corporation, in case of  the  Treasurer's
death,  resignation,  retirement or removal  from  office,  of  all  books,
papers,  vouchers,  money  and  other property  of  whatever  kind  in  the
Treasurer's  possession or under the Treasurer's control belonging  to  the
corporation.

     Section 15.  The Assistant Treasurers in the order of their seniority,
unless  otherwise  determined  by the board of  directors,  shall,  in  the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer.  The Assistant Treasurers shall perform such other
duties  and  exercise  such  other powers as the  board  of  directors  may
prescribe from time to time.


                                ARTICLE VI
                                     
                           CERTIFICATES OF STOCK

      Section  1.      Every  holder of stock in the corporation  shall  be
entitled  to  have  a  certificate, signed  by,  or  in  the  name  of  the
corporation  by,  the president or vice president and the treasurer  or  an
assistant  treasurer,  or the secretary or an assistant  secretary  of  the
corporation,  certifying  the  number  of  shares  owned  by  him  in   the
corporation.  If the corporation shall be authorized to issue more than one
class  of stock, the designations, preferences and relative, participating,
optional  or  other  special rights of each class and  the  qualifications,
limitations  or  restrictions of such preferences and/or  rights  shall  be
referred  to  in the certificate in accordance with the provisions  of  the
Texas Business Corporation Act.

      Section 2.     Where a certificate is signed by a transfer agent or a
registrar,  the signature of any such president, vice president, treasurer,
assistant treasurer, secretary or assistant secretary may be facsimile.  In
case  any officer or officers who have signed, or whose facsimile signature
or signatures have been used on, any such certificate or certificates shall
cease to be such officer or officers of the corporation, whether because of
death,  resignation or otherwise, before such certificate  or  certificates
have  been  delivered by the corporation, such certificate or  certificates
may  nevertheless be adopted by the corporation and be issued and delivered
as though the person or persons who signed such certificate or certificates
or  whose facsimile signature or signatures have been used thereon had  not
ceased to be such officer or officers of the corporation.

                             LOST CERTIFICATES

      Section 3.     The board of directors may direct a new certificate or
certificates  to  be  issued  in place of any certificate  or  certificates
theretofore  issued  by  the  corporation alleged  to  have  been  lost  or
destroyed,  upon  the making of an affidavit of that  fact  by  the  person
claiming  the  certificate  of  stock  to  be  lost  or  destroyed.    When
authorizing such issue of a new certificate or certificates, the  board  of
directors  may,  in  its  discretion and as a condition  precedent  to  the
issuance  thereof, require the owner of such lost or destroyed  certificate
or certificates, or his legal representative, to advertise the same in such
manner  as it shall require and/or to give the corporation a bond  in  such
sum  as  it  may  direct as indemnity against any claim that  may  be  made
against  the  corporation with respect to the certificate alleged  to  have
been lost or destroyed.


                                     
                            TRANSFERS OF STOCK

     Section 4.     Upon surrender to the corporation or the transfer agent
of the corporation of a certificate for shares duly endorsed or accompanied
by  proper evidence of succession , assignment or authority to transfer, it
shall  be the duty of the corporation to issue a new certificate and record
the transaction upon its books.

                         CLOSING OF TRANSFER BOOKS

      Section  5.      The board of directors may close the stock  transfer
books of the corporation for a period not exceeding fifty nor less than ten
days  preceding  the date of any meeting of stockholders or  the  date  for
payment of any dividend or the date for the allotment of rights or the date
when  any change or conversion or exchange of capital stock shall  go  into
effect  or  for  a  period of not exceeding fifty days in  connection  with
obtaining the consent of stockholders for any purpose.  In lieu of  closing
the  stock transfer books as aforesaid, the board of directors may  fix  in
advance  a  date, not exceeding fifty nor less than ten days preceding  the
date  of  any meeting of stockholders, or the date for the payment  of  any
dividend,  or  the date for the allotment of rights, or the date  when  any
change or conversion or exchange of capital stock shall go into effect,  or
a  date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and  to  vote  at,
any  such  meeting,  and any adjournment thereof, or  entitled  to  receive
payment  of  any such dividend, or to any such allotment of rights,  or  to
exercise  the rights in respect of any such change, conversion or  exchange
of  capital  stock,  or  to  give  such consent,  and  in  such  case  such
stockholders and only such stockholders as shall be entitled to such notice
of, and to vote at, such meeting and any adjournment thereof, or to receive
payment  of  such dividend, or to receive such allotment of rights,  or  to
exercise  such  rights,  or  to give such consent,  as  the  case  may  be,
notwithstanding  any transfer of any stock on the books of the  corporation
after any such record date fixed as aforesaid.


                          REGISTERED STOCKHOLDERS

      Section  6.      The corporation shall be entitled to  recognize  the
exclusive right of a person registered on its books as the owner of  shares
to  receive  dividends, and to vote as such owner, and to hold  liable  for
calls  and  assessments a person registered on its books as  the  owner  of
shares, and shall not be bound to recognize any equitable or other claim to
or  interest  in  such  share or shares on the part of  any  other  person,
whether  or  not it shall have express or other notice thereof,  except  as
otherwise provided by the laws of Texas.



                            RIGHT TO INSPECTION

      Section 7.     Any person who shall have been a shareholder of record
for  at least six months immediately preceding his demand, or who shall  be
the  holder of record of at least five per cent (5%) of all the outstanding
shares of the corporation, upon written demand stating the purpose thereof,
shall have the right to examine, in person or by agent or attorney, at  any
reasonable time or times during business hours, for any proper purpose, the
corporation's  books  and  records  of  account,  minutes  and  records  of
shareholders, and shall be entitled to make extracts therefrom.


                       STOCK OPTIONS AND AGREEMENTS

      Section  8.      Any stockholder of this corporation may  enter  into
agreements  giving to any other stockholder or stockholders  or  any  third
party  an option to purchase any of his stock in the corporation; and  such
shares  of  stock  shall  thereupon  be  subject  to  such  agreement   and
transferable  only  upon proof of compliance therewith; provided,  however,
that  a  copy of such agreement be filed with the corporation and reference
thereto placed upon the certificates representing said shares of stock.


                                ARTICLE VII
                                     
                            GENERAL PROVISIONS
                                     
                                 DIVIDENDS

      Section  1.      Dividends upon the capital stock of the corporation,
subject to the provisions of the articles of incorporation, if any, may  be
declared  by  the  board of directors at any regular  or  special  meeting,
pursuant to law.  Dividends may be paid in cash, in property, or in  shares
of  the  capital  stock,  subject  to the provisions  of  the  articles  of
incorporation.

      Section 2.     Before payment of any dividend, there may be set aside
out  of  any funds of the corporation available for dividends such  sum  or
sums  as  the  directors from time to time, in their  absolute  discretion,
think  proper  as  a  reserve  or reserves to meet  contingencies,  or  for
equalizing dividends, or for repairing or maintaining any property  of  the
corporation,  or  for  such  other purpose as  the  directors  shall  think
conducive to the interest of the corporation, and the directors may  modify
or abolish any such reserve in the manner in which it was created.

                             ANNUAL STATEMENT

      Section  3.      The board of directors shall present at each  annual
meeting,  and  when called for by vote of the stockholders at  any  special
meeting of the stockholders, a full and clear statement of the business and
condition of the corporation.





                                  CHECKS

      Section  4.      All  checks or demands for money and  notes  of  the
corporation  shall  be  signed by such officer or officers  or  such  other
person  or  persons  as  the  board of directors  may  from  time  to  time
designate.

                                FISCAL YEAR

     Section 5.     The corporation shall do business on a fiscal year
basis, from March 1 to February 28 each year.


                                   SEAL

     Section 6.     The corporate seal shall have inscribed thereon the
name of the corporation and the words "Corporate Seal".  The seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.


                               ARTICLE VIII
                                     
                                AMENDMENTS

      Section 1.     These bylaws may be altered or repealed at any regular
meeting  of the stockholders or of the board of directors or at any special
meeting  of the stockholders or of the board of directors if note  of  such
alteration or repeal be contained in the notice of such meeting.


                                ARTICLE IX
                                     
           INDEMNIFICATION OF DIRECTORS, OFFICERS, AND EMPLOYEES

      Section 1.     The corporation shall indemnify any person who was  or
is  a  party or is threatened to be made a party to any threatened, pending
or   completed  action,  suit  or  proceeding,  whether  civil,   criminal,
administrative or investigative by reason of the fact that  he  is  or  was
serving  as a Director or Officer of the corporation or serving as such  at
the  request  of  the  corporation  as a director  or  officer  of  another
corporation in which it owns shares of capital stock or of which  it  is  a
creditor, against all expenses including attorneys' fees, judgments,  fines
and  other  amounts actually and reasonably incurred by him  in  connection
with such action, suit or proceeding; provided, that he acted in good faith
and  in a manner he reasonably believed to be in or not opposed to the  bet
interests  of the corporation and, with respect to any criminal  action  or
proceeding,  had no reasonable cause to believe his conduct  was  unlawful;
and  further provided that here shall be no indemnification in  respect  of
any claim, issue or matter as to which such person shall have been adjudged
to be liable for negligence or misconduct in the performance of his duty to
the  corporation unless and only to the extent that a court in  which  such
action  or suit was brought shall determine upon application that,  despite
the  adjudication of liability but in view of all the circumstances of  the
case,  such person is fairly and reasonably entitled to indemnify for  such
expenses  which  such  court shall deem proper.   The  termination  of  any
action, suit or proceeding by settlement or its equivalent not amounting to
a  judgment  thereof  shall not, of itself, create a presumption  that  the
person  did  not  act  in good faith and in a manner  which  he  reasonably
believed  to be in or not opposed to the best interests of the corporation,
and,  with  respect  to any criminal action or proceeding,  had  reasonable
cause to believe that his conduct was unlawful.

      Section 2.     Any indemnification under the provisions hereof  shall
be  made by the corporation only as authorized in the specific case upon  a
determination that indemnification of he director or officer is  proper  in
the circumstances because he has met the applicable standard of conduct  of
good faith set forth in Section 1. above.  Such determination shall be made
(1)  by  the board of directors of Ennis Business Forms, Inc. by a majority
vote  of  a  quorum  consisting of directors who wee not  parties  to  such
action, suit or proceeding, or (2) if such a quorum is not

obtainable,  or, even if obtainable a quorum of disinterested directors  so
directs, by independent legal counsel in a written opinion, or (3)  by  the
stockholders.

      Section  3.      Expenses incurred in defending a civil  or  criminal
action, suit or proceeding may be paid by the corporation in advance of the
final  disposition of such action, suit or proceeding as authorized by  the
board of directors, in the specific case upon receipt of an undertaking  by
or  on  behalf  of the director, officer, employee or agent to  repay  such
amount unless it shall ultimately be determined that he is entitled  to  be
indemnified by the corporation as authorized in this Article.

      Section 4.     The indemnification provided for in this Article shall
not  be deemed exclusive of any other rights to which those indemnified may
be  entitled,  under  any  by-law,  agreement,  vote  of  stockholders,  or
otherwise.

      Section 5.     In addition to the power of indemnification set  forth
above,  the board of directors is authorized, on behalf of the corporation,
to purchase and maintain insurance on behalf of any person who is or was  a
director,  officer, employee, or agent of the corporation,  or  is  or  was
serving at the request of the corporation as a director, officer, employee,
or  agent  of  another corporation, partnership, joint venture,  trust,  or
other enterprise against any liability asserted against him and incurred by
him  in  any such capacity or arising out of his status as such; and  where
such insurance has been purchased and maintained by the corporation but the
liability  incurred exceeds the applicable limits of coverage thereof,  the
corporation may reimburse such persons the difference between the liability
incurred   and  the  insurance  proceeds  received;  provided,   that   the
indemnification provisions above have been complied with.