EXHIBIT 10.1

                           AMENDMENT TO LOAN AGREEMENT


      THIS AMENDMENT TO LOAN AGREEMENT (this "AMENDMENT") is made and entered
into as of August 4, 1998 by and among CONSOLIDATED GRAPHICS, INC., a Texas
corporation (the "BORROWER"); each of the Lenders which is or may from time to
time become a party to the Loan Agreement (as defined below) (individually, a
"LENDER" and, collectively, the "LENDERS"), BANKONE, TEXAS, N.A., as Co-Agent,
COMERICA BANK-TEXAS, as Co-Agent, FIRST UNION NATIONAL BANK, as Co-Agent, and
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, a national banking association
(previously known as Texas Commerce Bank National Association), acting as agent
for the Lenders (in such capacity, together with its successors in such
capacity, the "AGENT").

                                    RECITALS

      A. The Borrower, the Lenders and the Agent executed and delivered that
certain Loan Agreement dated as of June 4, 1997. Said Loan Agreement, as
amended, supplemented and restated, is herein called the "LOAN AGREEMENT". Any
capitalized term used in this Amendment and not otherwise defined shall have the
meaning ascribed to it in the Loan Agreement.

      B.    The Borrower, the Lenders and the Agent desire to amend the Loan
Agreement in certain respects.

      NOW, THEREFORE, in consideration of the premises and the mutual
agreements, representations and warranties herein set forth, and further good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Lenders and the Agent do hereby agree as
follows:

      SECTION 1.  AMENDMENTS TO LOAN AGREEMENT.

      (a) The references to "$100,000,000" in the Loan Agreement (other than the
reference in SECTION 8.9(B)(III)) are hereby amended to read "$200,000,000." The
$200,000,000 Revolving Loan Commitment shall be allocated to the Lenders as set
forth opposite their respective signatures hereto.

      (b) The definition of "Revolving Loan Maturity Date" set forth in SECTION
1.1 of the Loan Agreement is hereby amended to read in its entirety as follows:

            REVOLVING LOAN MATURITY DATE means the maturity of the Notes, July
      31, 2001. Upon written request from Borrower at any time after January 31,
      2001 but prior to April 30, 2001 (and thereafter annually within the same
      three month period), Agent shall make request on the Lenders for approval
      to a one (1) year extension of the Revolving Loan Maturity Date; PROVIDED,
      HOWEVER, that no such extension shall be effective without the unanimous
      written

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      consent of the Lenders, which may be given or denied in their sole
      discretion, with or without cause.

      (c) A new SECTION 6.18 is hereby added to the Loan Agreement, such new
Section
reading  in its entirety as follows:

            6.18 YEAR 2000. Any reprogramming required to permit the proper
      functioning, in and following the year 2000, of the Borrower's and any of
      its Subsidiaries' (excluding Subsidiaries acquired on or after August 1,
      1998) (i) computer systems and (ii) equipment containing embedded
      microchips and the testing of all such systems and equipment will be
      completed by September 1, 1999. The cost to the Borrower and its
      Subsidiaries of such reprogramming and testing and of reasonably
      foreseeable consequences of year 2000 to the Borrower and its Subsidiaries
      (including, without limitation, reprogramming errors and failure of
      others' systems or equipment) will not result in an Event of Default or a
      Material Adverse Effect. The computer and/or accounting systems of the
      Borrower and its Subsidiaries are and, with ordinary course upgrading and
      maintenance, will continue for the term of this Agreement to be,
      sufficient to permit the Borrower and its Subsidiaries to conduct their
      business without Material Adverse Effect.

      (d) SECTION 7.8(E) of the Loan Agreement is hereby amended to read in its
entirety as follows:

            (e) if Borrower creates, incurs, suffers or permits any Indebtedness
      after the Effective Date in accordance with SECTION 8.1(VI) hereof, and
      such Indebtedness contains terms and conditions which are more restrictive
      upon Borrower than the terms and conditions provided herein, Borrower
      shall promptly provide a copy of the more restrictive terms and conditions
      to Agent and Lenders along with such other information as Agent may
      reasonably request in order to understand such restrictive terms and
      conditions.

      (e) SECTION 8.1 of the Loan Agreement is hereby amended to read in its
entirety as follows:

            8.1 BORROWED MONEY INDEBTEDNESS. Create, incur, suffer or permit to
      exist, or assume or guarantee, directly or indirectly, or become or remain
      liable with respect to any Borrowed Money Indebtedness, whether direct,
      indirect, absolute, contingent or otherwise, except the following:

            (i)   Indebtedness under this Agreement and the other Loan Documents
                  and Indebtedness secured by Liens permitted by SECTION 8.2
                  hereof;

            (ii)  the liabilities existing on the date of this Agreement and
                  disclosed in the financial statements delivered on or prior to
                  the Effective Date pursuant to SECTION 6.2 hereof and set
                  forth on SCHEDULE 8.1, and all renewals, extensions

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                  and replacements (but not increases other than increases of
                  the Indebtedness permitted under SECTION 8.2(IX) hereof, which
                  shall be subject to the maximum permitted outstanding amounts
                  set forth in SECTION 8.2(IX)) of any of the foregoing;

            (iii) the Interest Rate Risk Indebtedness;

            (iv)  current liabilities incurred in the ordinary course of
                  business;

            (v)   so long as no Event of Default has occurred which is
                  continuing (or would result as a result of the applicable
                  additional Indebtedness), pre-existing Indebtedness (excluding
                  any Indebtedness incurred at the instigation of Borrower in
                  contemplation of the acquisition of such Subsidiary or
                  business) of any Subsidiary or business acquired after June
                  30, 1998; provided, however, that such Indebtedness must be
                  discharged within five (5) days after the closing of such
                  acquisition and in any event prior to or concurrently with the
                  next borrowing hereunder after the closing of such
                  acquisition;

            (vi)  so long as no Event of Default has occurred which is
                  continuing (or would result as a result of the applicable
                  additional Indebtedness), other unsecured Indebtedness of
                  Borrower or its Subsidiaries;

      PROVIDED, HOWEVER, that the Indebtedness permitted under SECTION 8.1(vi)
      hereof shall be on terms and conditions no more restrictive upon Borrower
      than the terms and conditions provided for herein unless Borrower has
      provided prompt notice thereof in accordance with SECTION 7.8(E), and (A)
      such more restrictive terms and conditions have been incorporated into
      this Agreement by amendment, or (B) the Borrower shall have delivered and
      shall continue to deliver to the Agent and the Lenders a Compliance
      Certificate modified to incorporate such more restrictive covenants.

      (f) SECTION 8.2(IX) of the Loan Agreement is hereby amended to read in its
entirety as follows:

            (ix)  Liens disclosed to the Lenders in the financial statements
                  delivered on or prior to the Effective Date and set forth on
                  SCHEDULE 8.2 and other Liens created after the Effective Date;
                  PROVIDED, HOWEVER, that the aggregate book value of the
                  Property subject to the Liens permitted under this CLAUSE (IX)
                  shall not exceed 200% of the aggregate amount of the Borrowed
                  Money Indebtedness permitted to be secured by such Liens and
                  PROVIDED FURTHER, HOWEVER, that the aggregate Borrowed Money
                  Indebtedness secured by the Liens permitted under this CLAUSE
                  (IX) shall not exceed $30,000,000;

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      (g) SECTION 8.2(X) of the Loan Agreement is hereby amended to read in its
entirety as follows:

               (x)  pre-existing Liens securing pre-existing Borrowed Money
                    Indebtedness covering tangible Property (other than
                    Inventory, except for Liens on Inventory securing
                    Indebtedness permitted under SECTION 8.1(V) hereof which are
                    discharged within five (5) days after the closing of the
                    applicable acquisition) of Subsidiaries or businesses
                    acquired after December 31, 1996 (provided, however, that no
                    such Liens were created and no such Borrowed Money
                    Indebtedness was incurred at the instigation of Borrower in
                    contemplation of the acquisition of such Subsidiary or
                    business); and

      (h) SECTION 8.2(XI) of the Loan Agreement is hereby deleted in its
entirety and CLAUSE (XII) of SECTION 8.2 is hereby restyled as "CLAUSE (XI)".

      (i) SECTION 8.3 of the Loan Agreement is hereby amended to read in its
entirety as follows:

            8.3 CONTINGENT LIABILITIES. Directly or indirectly guarantee the
      performance or payment of, or purchase or agree to purchase, or assume or
      contingently agree to become or be secondarily liable in respect of, any
      obligation or liability of any other Person (other than Subsidiaries)
      except for (a) the endorsement of checks or other negotiable instruments
      in the ordinary course of business; (b) obligations disclosed to Agent in
      the financial statements for the fiscal year ended March 31, 1998
      previously delivered pursuant to SECTION 7.2 hereof (but not increases of
      such obligations after March 31, 1998), (c) those liabilities permitted
      under SECTION 8.1 hereof; (d) earnouts incurred in connection with
      acquisitions, and (e) any such pre-existing liability of a Subsidiary of
      Borrower or a business which is acquired after the date hereof provided
      that (i) neither Borrower nor any Subsidiary of Borrower (other than such
      acquired Subsidiary or the Subsidiary of Borrower acquiring such business)
      shall be liable with respect to such liability, (ii) such liability was
      not incurred at the instigation of Borrower in contemplation of the
      acquisition of such Subsidiary or business and (iii) no Event of Default
      has occurred which is continuing (or would result as a result of the
      applicable acquisition).

      SECTION 2. RATIFICATION. Except as expressly amended by this Amendment,
the Loan Agreement and the other Loan Documents shall remain in full force and
effect. None of the rights, title and interests existing and to exist under the
Loan Agreement are hereby released, diminished or impaired, and the Borrower
hereby reaffirms all covenants, representations and warranties in the Loan
Agreement.

      SECTION 3. EXPENSES. The Borrower shall pay to the Agent all reasonable
fees and expenses of its respective legal counsel (pursuant to Section 11.3 of
the Loan Agreement) incurred in connection with the execution of this Amendment.

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      SECTION 4. CERTIFICATIONS. The Borrower hereby certifies that (a) no
material adverse change in the assets, liabilities, financial condition,
business or affairs of the Borrower has occurred since March 31, 1998, and (b)
no uncured Default or uncured Event of Default has occurred and is continuing or
will occur as a result of this Amendment.

      SECTION 5. MISCELLANEOUS. This Amendment (a) shall be binding upon and
inure to the benefit of the Borrower, the Lenders and the Agent and their
respective successors, assigns, receivers and trustees; (b) may be modified or
amended only by a writing signed by the required parties; (c) shall be governed
by and construed in accordance with the laws of the State of Texas and the
United States of America; (d) may be executed in several counterparts by the
parties hereto on separate counterparts, and each counterpart, when so executed
and delivered, shall constitute an original agreement, and all such separate
counterparts shall constitute but one and the same agreement and (e) together
with the other Loan Documents, embodies the entire agreement and understanding
between the parties with respect to the subject matter hereof and supersedes all
prior agreements, consents and understandings relating to such subject matter.
The headings herein shall be accorded no significance in interpreting this
Amendment.

               NOTICE PURSUANT TO TEX. BUS. & COMM. CODE SS.26.02

      THE LOAN AGREEMENT, AS AMENDED BY THIS AMENDMENT, AND ALL OTHER LOAN
DOCUMENTS EXECUTED BY ANY OF THE PARTIES PRIOR HERETO OR SUBSTANTIALLY
CONCURRENTLY HEREWITH CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


                  REMAINDER OF PAGE LEFT BLANK INTENTIONALLY


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      IN WITNESS WHEREOF, the Borrower, the Lenders and the Agent have caused
this Amendment to be signed by their respective duly authorized officers,
effective as of the date first above written.

                                    CONSOLIDATED GRAPHICS, INC,
                                    a Texas corporation


                                    By:/s/ JOE R. DAVIS
                                    Name:  Joe R. Davis
                                    Title: Chairman and Chief Executive Officer


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                                    CHASE BANK OF TEXAS,  NATIONAL
                                    ASSOCIATION, as Agent and as a Lender


                                    By:/s/ MARY C. ARNOLD
                                    Name:  Mary C. Arnold
                                    Title: Vice President


Revolving Loan Commitment:

$30,000,000

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                                    BANKONE, TEXAS, N.A.,
                                    as Co-Agent and as a Lender


                                    By:/s/ JOHN E. ELAM
                                    Name:  John E. Elam
                                    Title: Vice President

Revolving Loan Commitment:

$30,000,000

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                                    COMERICA BANK-TEXAS,
                                    as Co-Agent and as a Lender


                                    By:/s/ ERIC LUNDQUIST
                                    Name:  Eric Lundquist
                                    Title: Vice President

Revolving Loan Commitment:

$30,000,000

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                                    FIRST UNION NATIONAL BANK,
                                    as Co-Agent and as a Lender


                                    By:/s/ GEORGE WOOLSEY
                                    Name:  George Woolsey
                                    Title:_____________________________

Revolving Loan Commitment:

$30,000,000

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                                   CIBC, INC.


                                    By:/s/ KATHERINE BASS
                                    Name:  Katherine Bass
                                    Title: Executive Director
                                           CIBC Oppenheimer Corp., AS AGENT


Revolving Loan Commitment:

$15,000,000

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                                    BANK OF TOKYO-MITSUBISHI, LTD.


                                    By:/s/ JOHN W. MCGHEE
                                    Name:  John W. McGhee
                                    Title: Vice President and Manager

Revolving Loan Commitment:

$15,000,000

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                                    NATIONSBANK, N.A.


                                    By:/s/ WILLIAM T. GRIFFIN
                                    Name:  William T. Griffin
                                    Title: Vice President


Revolving Loan Commitment:

$20,000,000

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                                    SUNTRUST BANK, ATLANTA


                                    By:/s/ STEVEN J. NEWBY
                                    Name:  Steven J. Newby
                                    Title: Corporate Banking Officer


                                    By:/s/ JOHN A. FIELDS, JR.
                                    Name:  John A. Fields, Jr.
                                    Title: Vice President


Revolving Loan Commitment:

$15,000,000

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                                    CREDIT LYONNAIS NEW YORK BRANCH


                                    By:/s/ ROBERT IVOSEVICH
                                    Name:  Robert Ivosevich
                                    Title: Senior Vice President


Revolving Loan Commitment:

$15,000,000

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      The undersigned hereby join in this Amendment to evidence their consent to
execution by Borrower of this Amendment, to confirm that each Loan Document now
or previously executed by the undersigned applies and shall continue to apply to
the Loan Agreement, as amended hereby, to acknowledge that without such consent
and confirmation, Lenders would not execute this Amendment and to join in the
notice pursuant to Tex. Bus. & Comm. Code ss.26.02 set forth above.


                                    CONSOLIDATED GRAPHICS, INC.,
                                    a Texas corporation,

                                    PRECISION LITHO, INC.,
                                    a Texas corporation,

                                    CHAS. P. YOUNG COMPANY,
                                    a Texas corporation,

                                    THE JARVIS PRESS, INC.,
                                    a Texas corporation,

                                    CONSOLIDATED GRAPHICS PROPERTIES II,
                                    INC., a Texas corporation,

                                    GARNER PUBLISHING COMPANY,
                                    an Iowa corporation,

                                    EMERALD CITY GRAPHICS, INC.,
                                    a Washington corporation,

                                    WESTERN LITHOGRAPH COMPANY,
                                    a Texas corporation,

                                    FREDERIC PRINTING COMPANY,
                                    a Colorado corporation,

                                    DIRECT COLOR, INC.,
                                    a California corporation,

                                    GULF PRINTING COMPANY,
                                    a Texas corporation,

                                    CLEARVISIONS, INC.,
                                    a Texas corporation,


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                                    BRIDGETOWN PRINTING CO.,
                                    a Texas corporation,

                                    TEWELL WARREN PRINTING COMPANY,
                                    a Texas corporation,

                                    CONSOLIDATED EAGLE PRESS, INC.,
                                    a Texas corporation,

                                    HERITAGE GRAPHICS, INC.,
                                    a Texas corporation,

                                    TUCKER PRINTERS, INC.,
                                    a Texas corporation,

                                    GEYER PRINTING COMPANY, INC.,
                                    a Pennsylvania corporation,

                                    THE JOHN C. OTTO COMPANY, INC.,
                                    a Massachusetts corporation,

                                    COURIER PRINTING COMPANY,
                                    a Tennessee corporation


                                    By:/s/ JOE R. DAVIS
                                    Name:  Joe R. Davis
                                    Title: Chairman and Chief Executive Officer

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