**EXHIBIT 31.1**

 

**CERTIFICATION**

 

I, Joe R. Davis, certifythat:

 

1. I have reviewed thisannual report on Form 10-K 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 ActRules 13a-15(e) and 15d-15(e)) and internal control over financialreporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:

 

a) Designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;

 

b) Designed such internalcontrol over financial reporting, or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation offinancial statement for external purposes in accordance with generally acceptedaccounting principles;

 

c) Evaluated the effectiveness of the registrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in theregistrant’s internal control over financial reporting (as defined in ExchangeAct Rules 13a-15(f) and 15d-15(f)) that occurred during the registrant’smost recent fiscal quarter (the registrant’s fourth fiscal quarter in the caseof an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’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) All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

 

b) Any fraud, whether ornot material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 

 
|   | Date:                                                                                                        |  June 10, 2005 |   | /s/ Joe R. Davis |   |
|--------|--------------------------------------------------------------------------------------------------------------|---------------------|--------|------------------|--------|
|   | Joe R. Davis  Chairman of the Board of Directors and  Chief Executive Officer  (Principal Executive Officer) |

 

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