**EXHIBIT 31.2**

 

**CERTIFICATION**

 

I, G. ChristopherColville, certify that:

 

1. I have reviewed this quarterlyreport on Form 10-Q of Consolidated Graphics, Inc.;

 

2. Based on my knowledge,this report does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3. Based on my knowledge,the financial statements, and other financial information included in thisreport, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, theperiods presented in this report;

 

4. The registrant’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant andhave:

 

a)Designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

b)Designed such internal control over financial reporting, or caused suchinternal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

 

c)Evaluated the effectiveness of the registrant’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and

 

d)Disclosed in this report any change in the registrant’s internal control overfinancial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) that occurred during the registrant’s most recent fiscal quarter(the registrant’s fourth fiscal quarter in the case of an annual report) thathas materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

 

5. The registrant’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the registrant’s auditors and theaudit committee of registrant’s board of directors (or persons performing theequivalent functions):

 

a) Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

b) Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the registrant’s internal control over financialreporting. 

 

 
| Date:  |  July 27,  2005                     |   | /s/ G.  Christopher Colville |   |
|--------|-----------------------------------------------|--------|------------------------------|--------|
|   | G. Christopher  Colville                      |
|   | Executive Vice  President,                    |
|   | Chief Financial  and Accounting               |
|   | Officer and  Secretary                        |
|   | (Principal  Financial and Accounting Officer) |

 

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