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 SEPTEMBER 30, 1998

                                       OR

      [ ]  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 October 31, 1998 was 14,009,155.
<PAGE>
                           CONSOLIDATED GRAPHICS, INC.
           FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998


                                      INDEX
                                                                            PAGE
Part I -- Financial Information

   Item 1 -- Financial Statements

      Consolidated Balance Sheets at September 30, 1998 and March 31, 1998..   1

      Consolidated Income Statements for the Three and Six Months Ended
        September 30, 1998 and 1997 ........................................   2

      Consolidated Statements of Cash Flows for the Six Months Ended
        September 30, 1998 and 1997 ........................................   3

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

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

Part II -- Other Information

   Item 1 -- Legal Proceedings .............................................  13

   Item 2 -- Changes in Securities and Use of Proceeds .....................  13

   Item 3 -- Defaults upon Senior Securities ...............................  13

   Item 4 -- Submission of Matters to a Vote of Security Holders ...........  13

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

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

Signatures .................................................................  15

                                       i
<PAGE>
                           CONSOLIDATED GRAPHICS, INC.
                           CONSOLIDATED BALANCE SHEETS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
                                                            SEPTEMBER 30,     MARCH 31,
                                                                 1998          1998
                                                             ------------   ------------
                         ASSETS                              (UNAUDITED)      (AUDITED)
<S>                                                          <C>            <C>         
CURRENT ASSETS:

    Cash and cash equivalents ............................   $      5,869   $      5,268
    Accounts receivable, net .............................         70,865         51,008
    Inventories ..........................................         21,127         13,074
    Prepaid expenses .....................................          2,662          2,129
                                                             ------------   ------------
        Total current assets .............................        100,523         71,479

PROPERTY AND EQUIPMENT, net ..............................        203,244        135,892

GOODWILL, net ............................................         71,421         28,157

OTHER ASSETS .............................................          3,150          2,117
                                                             ------------   ------------
                                                             $    378,338   $    237,645
                                                             ============   ============
          LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:

    Current portion of long-term debt ....................   $      2,875   $      2,438
    Accounts payable .....................................         20,928         22,276
    Accrued liabilities ..................................         29,758         18,863
    Income taxes payable .................................          1,558             33
                                                             ------------   ------------
        Total current liabilities ........................         55,119         43,610

LONG-TERM DEBT, net of current portion ...................        136,104         73,030

DEFFERRED INCOME TAXES ...................................         22,099         15,673

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

SHAREHOLDERS' EQUITY:
    Common stock, $.01 par value; 100,000,000 shares
authorized;
        13,994,155 and 12,959,932 issued and outstanding .            140            129
    Additional paid-in capital ...........................        105,297         59,658
    Retained earnings ....................................         59,579         45,545
                                                             ------------   ------------
        Total shareholders' equity .......................        165,016        105,332
                                                             ------------   ------------
                                                             $    378,338   $    237,645
                                                             ============   ============
</TABLE>
         See accompanying notes to consolidated financial statements.

                                       1
<PAGE>
                           CONSOLIDATED GRAPHICS, INC.
                         CONSOLIDATED INCOME STATEMENTS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)


                                        THREE MONTHS ENDED   SIX MONTHS ENDED
                                           SEPTEMBER 30,        SEPTEMBER 30,
                                        ------------------   -------------------
                                          1998      1997      1998        1997
                                        --------   -------   --------   --------
SALES ...............................   $103,270   $53,363   $188,370   $104,038

COST OF SALES .......................     70,869    36,485    128,883     71,230
                                        --------   -------   --------   --------
      Gross profit ..................     32,401    16,878     59,487     32,808

SELLING EXPENSES ....................     10,172     5,160     18,463     10,091

GENERAL AND ADMINISTRATIVE EXPENSES .      7,923     4,066     14,542      7,946
                                        --------   -------   --------   --------
      Operating income ..............     14,306     7,652     26,482     14,771

INTEREST EXPENSE ....................      2,002       754      3,473      1,648
                                        --------   -------   --------   --------
      Pretax income .................     12,304     6,898     23,009     13,123

INCOME TAXES ........................      4,800     2,623      8,975      4,988
                                        --------   -------   --------   --------
NET INCOME ..........................   $  7,504   $ 4,275   $ 14,034   $  8,135
                                        ========   =======   ========   ========
BASIC EARNINGS PER SHARE ............   $    .56   $   .34   $   1.06   $    .65
                                        ========   =======   ========   ========
DILUTED EARNINGS PER SHARE ..........   $    .54   $   .33   $   1.03   $    .63
                                        ========   =======   ========   ========

         See accompanying notes to consolidated financial statements.

                                       2
<PAGE>
                           CONSOLIDATED GRAPHICS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                 SIX MONTHS ENDED
                                                                   SEPTEMBER 30,
                                                               ---------------------
                                                                 1998         1997
                                                               ---------    --------
<S>                                                            <C>          <C>     
OPERATING ACTIVITIES:
    Net income .............................................   $  14,034    $  8,135
    Adjustments to reconcile net income to net cash provided
      by operating activities --
       Depreciation and amortization .......................       8,498       4,460
       Deferred tax provision ..............................       1,505         946
       Changes in assets and liabilities, net of
          effects of acquisitions--
         Accounts receivable ...............................       2,529      (4,045)
         Inventories .......................................         369       3,162
         Prepaid expenses ..................................          71         257
         Other assets ......................................        (203)       (433)
         Accounts payable and accrued liabilities ..........      (4,998)      1,198
         Income taxes payable ..............................       1,747         101
                                                               ---------    --------
            Net cash provided by operating activities ......      23,552      13,781
                                                               ---------    --------
INVESTING ACTIVITIES:
    Acquisitions of businesses, net of cash acquired .......     (72,984)    (12,786)
    Purchases of property and equipment ....................     (10,720)     (4,599)
    Proceeds from disposition of assets ....................         185         869
                                                               ---------    --------
            Net cash used in investing activities ..........     (83,519)    (16,516)
                                                               ---------    --------

FINANCING ACTIVITIES:
    Proceeds from revolving credit agreement ...............     184,267      75,997
    Payments on revolving credit agreement .................    (122,949)    (72,019)
    Payments on long-term debt .............................      (1,473)     (2,119)
    Proceeds from exercise of stock options and other ......         723         676
                                                               ---------    --------
            Net cash provided by financing activities ......      60,568       2,535
                                                               ---------    --------

NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS ........         601        (200)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ...........       5,268       3,636
                                                               =========    ========

CASH AND CASH EQUIVALENTS AT END OF PERIOD .................   $   5,869    $  3,436
                                                               =========    ========
</TABLE>
         See accompanying notes to consolidated financial statements.

                                       3
<PAGE>
                           CONSOLIDATED GRAPHICS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                   (UNAUDITED)


1.  BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

      The accompanying unaudited consolidated financial statements include the
accounts of Consolidated Graphics, Inc. and its wholly owned subsidiaries (the
"Company"). All intercompany accounts and transactions have been eliminated.

      The accompanying unaudited consolidated financial 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 and six months ended September 30, 1998 are not
necessarily indicative of future operating results. Balance sheet information as
of March 31, 1998 has been derived from the 1998 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
1998.

      Basic earnings per share are calculated by dividing net income by the
weighted average number of common shares outstanding. For the three months ended
September 30, 1998 and 1997, the basic weighted average shares outstanding were
13,397,348 and 12,487,564. For the six months ended September 30, 1998 and 1997,
the basic weighted average shares outstanding were 13,226,510 and 12,473,828.
Diluted earnings per share reflect net income divided by the weighted average
number of common shares and dilutive stock options outstanding. For the three
months ended September 30, 1998 and 1997, the weighted average number of common
shares and dilutive stock options outstanding were 13,802,957 and 13,029,122.
For the six months ended September 30, 1998 and 1997, the weighted average
number of common shares and dilutive stock options outstanding were 13,637,272
and 12,962,959.

      The consolidated statements of cash flows provide information about the
sources and uses of cash and exclude the effects of non-cash transactions.
Significant non-cash transactions primarily include the issuance of common stock
and the issuance or assumption of debt in connection with the acquisition of
certain printing businesses (see Note 3. Acquisitions). Additionally, equipment
capital expenditures financed by the Company, totaling $3,613 for the six months
ended September 30, 1998, and the effect of an accrual totaling $2,300 as of
September 30, 1997, related to the purchase of a printing press, are not
reflected in the accompanying consolidated statements of cash flows. The
following is a summary of cash paid for interest and income taxes (net of
refunds).

                                     SIX MONTHS ENDED
                                      SEPTEMBER 30,
                                     -----------------
CASH PAID FOR:                        1998      1997
                                     -------   -------
    Interest.....................    $2,893    $1,494
    Taxes .......................    $3,923    $4,110

                                       4
<PAGE>
                           CONSOLIDATED GRAPHICS, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED 
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                   (UNAUDITED)

2.  LONG-TERM DEBT

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

                                             
                                            
                                                     SEPTEMBER 30,     MARCH 31,
                                                        1998             1998
                                                     ------------      --------
Revolving credit agreement .....................     $    116,200      $ 54,881
Term equipment notes ...........................           16,675        12,997
Other ..........................................            6,104         7,590
                                                     ------------      --------
                                                          138,979        75,468
Less current portion ...........................           (2,875)       (2,438)
                                                     ============      ========
                                                     $    136,104      $ 73,030
                                                     ============      ========

      In August 1998, the Company's existing revolving credit agreement (the
"Credit Agreement") with a six-member banking group was increased to $200
million and its maturity date was extended until July 31, 2001. Borrowings
outstanding under the Credit Agreement are unsecured and accrue interest at a
variable rate (an average of 6.27% per annum as of September 30, 1998). The
Company is also required to pay a commitment fee on available but unused amounts
under the Credit Agreement ranging from .10% to .35% per annum.

3.    ACQUISITIONS

      The Company completed the following acquisitions during the six months
ended September 30, 1998:

   COMPANY                            PRIMARY MARKET                    DATE
--------------------               --------------------------    ---------------
Tursack, Inc.                      Philadelphia, Pennsylvania         April 1998
Image Systems                      Milwaukee, Wisconsin                 May 1998
Printing, Inc.                     Wichita, Kansas                     June 1998
Graphic Communications             San Diego, California               June 1998
Wetzel Brothers                    Milwaukee, Wisconsin                June 1998
Paragraphics                       San Francisco, California           July 1998
Pride Printers                     Boston, Massachusetts               July 1998
Lincoln Printing                   Fort Wayne, Indiana               August 1998
Ironwood Litho                     Phoenix, Arizona                  August 1998
Rush Press/Arts & Crafts Press     San Diego, California          September 1998
Printing Corporation of America    Baltimore, Maryland           September  1998

      To complete the aforementioned acquisitions, in the aggregate, the Company
paid cash of $69,817 and issued 934,854 shares of its common stock valued at
$44,592.

     Subsequent to September 30, 1998, the Company completed the acquisition of
three printing businesses, and, as of November 13, 1998, had signed non-binding
letters of intent and one definitive agreement to acquire five additional
printing businesses.

                                       5
<PAGE>
                           CONSOLIDATED GRAPHICS, INC.
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS


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

GENERAL

      Consolidated Graphics, Inc. (the "Company"), headquartered in Houston,
Texas, is one of the fastest growing commercial printing companies in the United
States. As a leading printing industry consolidator and the largest sheetfed
commercial printer in the United States, the Company has expanded its operations
to include 45 printing companies nationwide as of November 13, 1998. Each
printing business has an established operating history (ranging from 11-120
years), experienced management, solid customer relationships and a reputation
for providing quality products and service to its customers. The Company's
printing businesses sell to a broadly diversified customer base, including many
major corporations.

      The Company's sales are derived from the production and sale of customized
printed materials by its printing businesses. All of the printing businesses
provide general commercial printing services relating to the production of
annual reports, training manuals, product and capability brochures, direct mail
pieces, catalogs and other promotional material, all of which tend to be
recurring in nature. Each printing business has its own sales, estimating,
customer service, prepress, production, postpress and accounting departments.
The Company's headquarters provides its printing businesses with certain
administrative services, such as purchasing and human resources support, and
maintains centralized risk management, treasury, investor relations and
consolidated financial reporting activities.

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

      The Company's consolidated financial results in a given period may be
affected by the timing and magnitude of acquisitions. The Company's consolidated
operating income margins in the periods following a significant acquisition (or
series of acquisitions) may be lower than historically reported margins
depending upon the timing and extent to which acquired businesses are able to
adapt to and implement the Company's management practices.

                                       6
<PAGE>
RESULTS OF OPERATIONS

      The following tables set forth the Company's historical income statements
for the periods indicated:
<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED        SIX MONTHS
                                                 SEPTEMBER 30,        ENDED SEPTEMBER 30,
                                            ---------------------   ---------------------
                                              1998       1997         1998         1997
                                            ---------   ---------   ---------   ---------
                                                 (in millions)          (in millions)
<S>                                         <C>         <C>         <C>         <C>      
Sales ...................................   $   103.3   $    53.4   $   188.4   $   104.0
Cost of sales ...........................        70.9        36.5       128.9        71.2
                                            ---------   ---------   ---------   ---------
     Gross profit .......................        32.4        16.9        59.5        32.8
Selling expenses ........................        10.2         5.2        18.5        10.1
General and administrative expenses .....         7.9         4.1        14.5         7.9
                                            ---------   ---------   ---------   ---------
     Operating income ...................        14.3         7.6        26.5        14.8
Interest expense ........................         2.0          .7         3.5         1.7
                                            ---------   ---------   ---------   ---------
     Pretax income ......................        12.3         6.9        23.0        13.1
Income taxes ............................         4.8         2.6         9.0         5.0
                                            =========   =========   =========   =========
     Net income .........................   $     7.5   $     4.3   $    14.0   $     8.1
                                            =========   =========   =========   =========
</TABLE>
      The following tables set forth the components of income expressed as a
percentage of sales for the periods indicated:

<TABLE>
<CAPTION>
                                        THREE MONTHS ENDED          SIX MONTHS
                                            SEPTEMBER 30,        ENDED SEPTEMBER 30,
                                      ----------------------    ----------------------
                                         1998         1997         1998         1997
                                      ---------    ---------    ---------    ---------
<S>                                       <C>          <C>          <C>          <C>   
Sales .............................       100.0%       100.0%       100.0%       100.0%
Cost of sales .....................        68.6         68.4         68.4         68.5
                                      ---------    ---------    ---------    ---------
     Gross profit .................        31.4         31.6         31.6         31.5
Selling expenses ..................         9.8          9.7          9.8          9.7
General and administrative expenses         7.7          7.6          7.7          7.6
                                      ---------    ---------    ---------    ---------
     Operating income .............        13.9         14.3         14.1         14.2
Interest expense ..................         2.0          1.4          1.8          1.6
                                      ---------    ---------    ---------    ---------
     Pretax income ................        11.9         12.9         12.3         12.6
Income taxes ......................         4.6          4.9          4.8          4.8
                                      =========    =========    =========    =========
     Net income ...................         7.3%         8.0%         7.5%         7.8%
                                      =========    =========    =========    =========
</TABLE>
      Acquisitions in fiscal 1998 and 1999 are the primary causes of the
increases in revenues and expenses since September 30, 1997. Each of the
Company's acquisitions in fiscal 1998 and 1999 have been accounted for under the
purchase method of accounting; accordingly, the Company's consolidated income
statements reflect revenues and expenses of acquired businesses only for
post-acquisition periods.

                                       7
<PAGE>
      The following table sets forth the Company's 1998 and 1999 acquisitions
(collectively the "1998/99 Acquired Businesses") and indicates the period in
which each business was acquired.

      FISCAL 1998 ACQUISITIONS:
          Tucker Printers............................... April 1997
          The Etheridge Company......................... July 1997
          Georges and Shapiro........................... August 1997
          Austin Printing............................... September 1997
          Geyer Printing................................ October 1997
          Superior Color Graphics....................... October 1997
          The Otto Companies............................ October 1997
          Walnut Circle Press........................... November 1997
          Columbia Color................................ January 1998
          StorterChilds Printing........................ January 1998
          Heath Printers................................ January 1998
          Fittje Bros. Printing......................... February 1998
          Courier Printing.............................. March 1998

      FISCAL 1999 ACQUISITIONS:
          Tursack, Inc...................................April 1998
          Image Systems..................................May 1998
          Printing, Inc..................................June 1998
          Graphic Communications.........................June 1998
          Wetzel Brothers................................June 1998
          Paragraphics...................................July 1998
          Pride Printers.................................July 1998
          Lincoln Printing...............................August 1998
          Ironwood Litho.................................August 1998
          Rush Press/Arts & Crafts Press.................September 1998
          Printing Corporation of America................September 1998

      For more information regarding the fiscal 1998 acquisitions, refer to
"Notes to Consolidated Financial Statements" included in the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 1998. For more
information regarding the fiscal 1999 acquisitions, refer to the accompanying
"Notes to Consolidated Financial Statements" included elsewhere herein.

                                       8
<PAGE>
THREE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED WITH THREE MONTHS ENDED SEPTEMBER
30, 1997.

      Sales increased 94% to $103.3 million for the three months ended September
30, 1998, from $53.4 million for the three months ended September 30, 1997. This
increase is due to the addition of the 1998/99 Acquired Businesses and internal
growth at the Company's other businesses. The internal growth resulted primarily
from the Company's ongoing capital investments in new equipment and technology,
which has added production capacity at certain locations, and in some cases,
expanded the range of services available to meet customer needs.

      Gross profit increased 92% to $32.4 million for the three months ended
September 30, 1998, from $16.9 million for the three months ended September 30,
1997, primarily due to the addition of the 1998/99 Acquired Businesses. Gross
profit margins at recently acquired businesses tend to be lower than the
Company's historical average, then improve as they begin to take full advantage
of the Company's operating strategies and national purchasing programs.
Consequently, gross profit as a percentage of sales decreased to 31.4% in the
current quarter from 31.6% in the corresponding period of the prior year because
a larger percentage of revenues during the period were attributed to companies
owned less than one year.

      Selling expenses increased 97% to $10.2 million for the three months ended
September 30, 1998, from $5.2 million for the three months ended September 30,
1997, due to the increased sales levels as discussed above. Selling expenses as
a percentage of sales increased slightly to 9.8% in the current quarter from
9.7% in the corresponding period of the prior year.

      General and administrative expenses increased 95% to $7.9 million for the
three months ended September 30, 1998, from $4.1 million for the three months
ended September 30, 1997. This increase is due to the addition of the 1998/99
Acquired Businesses and, to a lesser extent, an increase in headquarters
staffing in order to maintain a high level of service to the Company's acquired
businesses. General and administrative expenses as a percentage of sales
increased slightly to 7.7% in the current quarter as compared to 7.6% a year
ago.

      Interest expense increased to $2.0 million for the three months ended
September 30, 1998, from $.7 million for the three months ended September 30,
1997, primarily due to a net increase in borrowings under the Company's
revolving credit facility to finance the cash portions of the purchase price of
the 1998/99 Acquired Businesses.

      Effective income tax rates reflect an increase to 39% in the current
quarter from 38% a year ago, reflecting a combination of factors, including the
Company's growth by acquisition in states with proportionately higher income tax
rates, the effect of nondeductible goodwill incurred in connection with certain
acquisitions and an increase in the Company's effective marginal federal income
tax rate.

SIX MONTHS ENDED  SEPTEMBER 30, 1998 COMPARED WITH SIX MONTHS ENDED  SEPTEMBER
30, 1997

      Sales increased 81% to $188.4 million for the six months ended September
30, 1998, from $104.0 million for the six months ended September 30, 1997. This
increase is due to the addition of the 1998/99 Acquired Businesses, coupled with
internal growth at the Company's other businesses.

      Gross profit increased 81% to $59.5 million for the six months ended
September 30, 1998, from $32.8 million for the six months ended September 30,
1997, primarily due to the addition of the 1998/99 Acquired Businesses. Gross
profit as a percentage of sales increased slightly to 31.6% in the current year
as compared to 31.5% in the prior year, due to operating efficiencies from
investments in equipment and technology at existing businesses, along with
further cost savings generated by the Company's increased purchasing power,
offset partially by lower average gross profit margins at newly acquired
businesses.

      Selling expenses increased 83% to $18.5 million for the six months ended
September 30, 1998, from $10.1 million for the six months ended September 30,
1997, due to the increased sales levels as discussed above. Selling expenses as
a percentage of sales increased slightly to 9.8% in the current year from 9.7%
in the prior year.

                                       9
<PAGE>
     General and administrative expenses increased 83% to $14.5 million for the
six months ended September 30, 1998, from $7.9 million for the six months ended
September 30, 1997. This increase is due to the addition of the 1998/99 Acquired
Businesses and an increase in corporate staffing as discussed above. General and
administrative expenses as a percentage of sales increased slightly to 7.7% in
the current year from 7.6% in the prior year.

      Interest expense increased to $3.5 million for the six months ended
September 30, 1998, from $1.7 million for the six months ended September 30,
1997, primarily due to a net increase in borrowings under the Company's
revolving credit facility to finance the cash portions of the purchase price of
the 1998/99 Acquired Businesses.

      Effective income tax rates reflect an increase to 39% in the current year
from 38% in the prior year, due to the same combination of factors discussed
above.

LIQUIDITY AND CAPITAL RESOURCES

      The Company's primary uses of cash are for capital expenditures,
acquisitions and payments on long-term debt incurred to finance certain
equipment purchases or assumed in connection with certain acquisitions. Cash
utilized for capital expenditures, which relate primarily to the purchases of
new equipment, was $10.7 million for the six months ended September 30, 1998.
Cash utilized to complete acquisitions totaled $73.0 million for the six months
ended September 30, 1998. Payments on long-term debt totaled $1.5 million for
the six months ended September 30, 1998.

      The Company financed its capital requirements through internally generated
funds and borrowings under its revolving credit facility (see below). Cash flow
generated from operations (net income plus depreciation, amortization, and
deferred tax provision) was $24.0 million for the six months ended September 30,
1998. Net incremental borrowings under the revolving credit facility were $61.3
million and debt incurred directly to finance equipment purchases was $3.6
million for the six months ended September 30, 1998.

      In August 1998, the Company's existing revolving credit agreement (the
"Credit Agreement") with a six-member banking group was increased to $200
million and its maturity date was extended to July 31, 2001. Borrowings
outstanding under the Credit Agreement, which totaled $116.2 million at
September 30, 1998, are unsecured and accrue interest at a variable rate (an
average of 6.27% per annum as of September 30, 1998). The Company is also
required to pay a commitment fee on available but unused amounts under the
Credit Agreement ranging from .10% to .35% per annum.

      The Company is subject to certain covenants and restrictions and must meet
certain financial tests pursuant to and as defined in the Credit Agreement. The
Company believes that these restrictions do not adversely affect its acquisition
or operating strategies, and that it was in compliance with such financial tests
and other covenants at September 30, 1998.

      In 1996 the Company entered into an arrangement with Komori America
Corporation (the "Komori Agreement"), pursuant to which the Company may, but is
not obligated to, purchase up to $50 million of printing presses over its term.
The Komori Agreement provides certain volume purchase incentives and long-term
financing options. As of September 30, 1998, the Company was obligated on term
notes related to the Komori Agreement totaling $14.9 million. These term notes
provide for fixed monthly principal and interest payments through 2008 at an
average interest rate of 7.70%, and are secured by the purchased presses. The
Company is not subject to any significant financial covenants or restrictions in
connection with these obligations.

      The Company's remaining debt obligations generally consist of mortgages,
capital leases, promissory notes, an industrial revenue bond and two $5 million
auxiliary revolving credit agreements, some of which contain financial covenants
and restrictions. The most significant of these place certain restrictions on
future borrowings and acquisitions above specified levels. The Company believes
these restrictions do not adversely affect its acquisition and operating
strategies.

                                       10
<PAGE>
      In May 1998, the Company agreed to purchase 12 new printing presses for an
aggregate of $19 million, net of trade-in allowances, pursuant to the Komori
Agreement. The Company expects to make additional equipment capital expenditures
in fiscal 1999 using cash flow from operations and borrowings under the Credit
Agreement.

      During the six months ended September 30, 1998, the Company acquired
eleven printing businesses. To complete these acquisitions, in the aggregate,
the Company issued 934,854 shares of its common stock and paid cash of $69.8
million. Subsequent to September 30, 1998, the Company completed the acquisition
of three printing businesses, and, as of November 13, 1998, had signed
non-binding letters of intent and one definitive agreement to acquire five
additional printing businesses.

      The Company intends to continue to actively pursue acquisition
opportunities, utilizing cash flow from operations, borrowings under the Credit
Agreement or the issuance of its common stock to complete acquisitions. There
can be no assurance that the Company will be able to acquire additional
businesses on acceptable terms in the future. In addition, there can be no
assurance that the Company will be able to establish, maintain or increase the
profitability of an acquired business.

YEAR 2000 COMPLIANCE

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

      The Company has reviewed and is continuing to review its business risks
associated with the Year 2000 issue. The Company believes that substantially all
of its equipment used in its printing operations, including its pre-press and
press equipment and its equipment used to finish and deliver its products, will
not be materially affected by the Year 2000 issue. Certain of the Company's
management information systems and associated computer equipment are not
currently Year 2000 compliant. The majority of these management information
systems are maintained by third-party vendors and employ software that is
specifically designed for the printing industry. Substantially all of these
vendors have recently released software versions that are Year 2000 compliant.
The Company is scheduling upgrades of its hardware and software to implement the
Year 2000 compliant versions and presently anticipates that substantially all
such systems will be Year 2000 compliant as early as Summer 1999, but in any
event no later than December 31, 1999. While the upgrades may be implemented at
an accelerated pace as a result of the Year 2000 issue, the cost of implementing
these software upgrades is not expected to be materially in excess of the
Company's recurring investment in management information systems.

      In addition, the Company is in the process of assessing its exposure to
business disruptions as a result of the Year 2000 issues of its suppliers and
customers. Like many manufacturing companies, the operation of the Company's
businesses is dependent upon the operation of many other businesses, the
disruption of any one or even a number of which as a result of the Year 2000
issue would not have a material effect on the business of the Company. However,
should a significant number of such businesses suffer disruptions as a result of
the Year 2000 issue, the Company's operations could be adversely affected.

      The Company has communicated with many of its suppliers to assess each
supplier's Year 2000 readiness. Based on responses received to date, and because
there are many suppliers of paper, ink and other materials used in printing
operations, the Company does not believe that it is materially dependent on any
one supplier and that it will be able to obtain materials to continue its
operations without significant disruption after the Year 2000.

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

                                       11
<PAGE>
      As part of its ongoing review of the Year 2000 issue, the Company
evaluates and addresses Year 2000 issues for its planned acquisitions and
implements appropriate remedial action following completion of such
acquisitions.

RECENT ACCOUNTING PRONOUNCEMENTS

      During the first quarter of fiscal 1999, the Company was required to adopt
Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income", which requires that all changes in the Company's equity
during the reporting period, including all net income and charges directly to
equity that are excluded from net income, be presented in the Company's
consolidated financial statements. SFAS No. 130 does not have a material effect
on the Company's consolidated financial position or consolidated results of
operations.

                                       12
<PAGE>
                           CONSOLIDATED GRAPHICS, INC.

                          PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

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

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

      During the six months ended September 30, 1998, the Company issued 934,854
shares of its common stock valued at approximately $44.6 million in connection
with the acquisition of certain printing businesses and also issued 13,334
shares pursuant to an earnout agreement entered into in connection with a prior
year acquisition. The issuance of such common stock was exempt from registration
pursuant to Section 4(2) of the Securities Act of 1933 as a transaction by the
issuer not involving a public offering.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

      None

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

      On July 29, 1998, the Company held its Annual Meeting of Shareholders. The
following items were submitted to a vote of shareholders through the
solicitation of proxies:

(a)   Election of Directors
      The following persons were elected to serve on the Board of Directors
      until the 1999 annual meeting of shareholders or until their successors
      have been duly elected and qualified. The Directors received the votes set
      forth opposite their respective names:

                      NAME                      FOR      AGAINST  ABSTENTIONS
                      ----                      ---      -------  -----------
      Joe R. Davis.........................  12,272,204   63,486       0
      Larry J. Alexander...................  12,272,204   63,486       0
      Brady F. Carruth.....................  12,272,204   63,486       0
      Clarence C. Comer....................  12,272,204   63,486       0
      Gary L. Forbes.......................  12,272,204   63,486       0
      W. D. Hawkins........................  12,272,204   63,486       0
      James H. Limmer......................  12,272,204   63,486       0
      Thomas E. Smith......................  12,272,204   63,486       0
      Hugh N. West.........................  12,272,204   63,486       0
                                                      
(b)   The shareholders of the Company were requested to approve an amendment to
      the Company's Restated Articles of Incorporation to increase the number of
      authorized shares of common stock from 20,000,000 to 100,000,000. Such
      amendment was approved by the shareholders, who voted 10,199,174 in favor
      and 2,131,110 against, with 5,406 who abstained or withheld authority to
      vote.

(c)   The  shareholders  of the Company were  requested to approve the Second
      Amendment to the Consolidated  Graphics,  Inc. Long-Term  Incentive Plan
      (the  "Incentive  Plan") and the related  reservation  of an  additional
      1,500,000  shares of the  Company's  common  stock to be  available  for
      issuance as provided for under the Incentive  Plan.  Such  amendment was
      approved  by  the  shareholders,   who  voted  7,942,725  in  favor  and
      2,764,190  against,  with 1,628,775 who abstained or withheld  authority
      to vote.

                                       13
<PAGE>
ITEM 5.  OTHER INFORMATION.

      The Company filed on October 30, 1998, a Registration Statement on Form
S-4 in connection with its contemplated acquisition of Automated Graphic
Systems, Inc. The Registration Statement registers $16 million of common stock
of the Company to be issued upon completion of this acquisition. The Company has
also filed several other registration statements, of which all but one have been
declared effective, pursuant to which shares of common stock of the Company that
were issued as restricted securities in connection with certain acquisitions may
be resold.

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

(A)   EXHIBITS

  3.2  Restated By-Laws of Consolidated Graphics, Inc. dated as of November 2,
       1998.

*10.1  First Amendment to the Revolving Credit Agreement among the Company and
       Chase Bank of Texas as Agent and Bank One of Texas, N.A. as Co-Agent,
       dated August 4, 1998 (Consolidated Graphics, Inc. Form 10-Q (June 30,
       1998) SEC File No. 0-24068, Exhibit 10.1).

*10.2  Second Amendment to Consolidated Graphics, Inc. Long-Term Incentive Plan,
       as amended (reflecting an increase in the number of shares of Common
       Stock authorized to be issued thereunder from 1,935,000 (as a result of a
       2 for 1 split to 3,435,000) (Consolidated Graphics, Inc. Registration
       Statement on Form S-8 (Reg. No. 333-66019, Exhibit 4.3).

 27    Edgar financial data schedules.
--------------
  *    Incorporated by reference

(B)   REPORTS ON FORM 8-K:

1) Form 8-K, filed July 2, 1998 in connection with the press release announcing
   the signing of a letter of intent to acquire Automated Graphic Systems, Inc.

2) Form 8-K, filed July 9, 1998 in connection with the press releases announcing
   the completion of the acquisition of Paragraphics, Inc. and the signing of a
   letter of intent to acquire Rush Press and Arts & Crafts Press.

3) Form 8-K, filed July 21, 1998 in connection with the press release announcing
   the completion of the acquisition of Pride Printers, Inc.

4) Form 8-K, filed July 29, 1998 in connection with the press release announcing
   the Company's fiscal 1999 first quarter results and the increase of the
   Company's revolving credit facility to $200 million.

5) Form 8-K, filed August 5, 1998 in connection with the press release
   announcing the signing of a letter of intent to acquire four commercial
   printing companies.

6) Form 8-K, filed August 17, 1998 in connection with the press release
   announcing the signing of a letter of intent to acquire Metropolitan Printing
   Service, Inc.

7) Form 8-K, filed August 26, 1998 in connection with the press releases
   announcing the completion of the acquisitions of Lincoln Printing Corporation
   and Ironwood Lithographers, Inc.

8) Form 8-K, filed September 2, 1998 in connection with the filing of a shelf
   registration statement on Form S-4.

9) Form 8-K, filed September 21, 1998 in connection with the press release
   announcing the completion of the acquisition of Rush Press and Arts & Crafts
   Press.

10)Form 8-K, filed September 28, 1998 in connection with the press releases
   announcing the signing of a letter of intent to acquire The Graphics Group
   and the completion of the acquisition of Printing Corporation of America.

11)Form 8-K, filed October 8, 1998 in connection with the press release
   announcing the signing of a letter of intent to acquire Mount Vernon Printing
   Company.

12)Form 8-K, filed October 13, 1998 in connection with the amendment of Article
   II, Section 16, subsection (m) of the By-laws of the Company.

13)Form 8-K, filed October 23, 1998 in connection with the press release
   announcing the signing of a letter of intent to acquire Maxwell Graphics
   Arts.

14)Form 8-K, filed October 28, 1998 in connection with the press release
   announcing the Company's fiscal 1999 second quarter results.

15)Form 8-K, filed November 4, 1998 in connection with the press release
   announcing the completion of the acquisition of Metropolitan Printing.

                                       14
<PAGE>
                                   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:   November 16, 1998          By: /s/ G. CHRISTOPHER COLVILLE
                                      -----------------------------
                                          G. Christopher Colville
                                          Executive Vice President -
                                          Mergers and Acquisitions,
                                          Chief Financial and 
                                          Accounting Officer


                                       15