EXHIBIT 3.3

RESTATED BY-LAWS    of    CONSOLIDATED GRAPHICS, INC.    As of November 2, 1998

ARTICLE I    SHAREHOLDERS

SECTION
1.Annual Meeting.    The annual meeting of shareholders for the purpose of electing directors and for the
transaction of any other business to come before such meeting shall be held on such date in each year and at such time as shall be designated by the Board of Directors and stated in the notice of the
meeting.

SECTION
2.Presiding Officer and Conduct of Meetings.    The Chairman of the Board of Directors shall preside at
all meetings of the shareholders and shall automatically serve as Chairman of such meetings. In the absence of the Chairman of the Board of Directors, or if the Directors neglect or fail to elect a
Chairman, then the Chief Executive Officer of the Corporation shall preside at the meetings of the shareholders and shall automatically be the Chairman of such meeting, unless and until a different
person is elected by a majority of the shares entitled to vote at such meeting.

The
Chairman of the meeting shall appoint at least two (2) persons to act as inspectors of election at the meeting.

At
the annual meeting of the shareholders, only such business shall be conducted as shall have been properly brought before the annual meeting. To be properly brought before the annual
meeting of shareholders, business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise
properly brought before the meeting by or at the direction of the Board of Directors, or (iii) otherwise properly brought before the meeting by a shareholder of the Corporation who is a
shareholder of record at the time of giving notice provided for in this Section 2 of Article I, who shall be entitled to vote at such meeting and who complies with the notice procedures
set forth in this Section 2 of Article I. For business to be properly brought before an annual meeting by a shareholder, the shareholder shall comply with all applicable requirements of
the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Section 2 of Article I.

SECTION
3.Special Meetings.    Special meetings of the shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the Chief Executive Officer, or by the Board of Directors, and shall be called by the Chief Executive Officer at the request of the holders of not less than
one-tenth (1/10th) of all the outstanding shares of the Corporation entitled to vote at the meeting.

SECTION
4.Place of Meeting.    The Board of Directors may designate any place, either within or without the State
of Texas, as the place of meeting for any annual or special meeting. If no designation is made, the place of meeting shall be the registered office of the Corporation in the State of Texas.

SECTION
5.Notice of Meeting.    Written or printed notice stating the place, day and hour of the meeting and the
purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail,
by or at the direction of the Chief Executive Officer or the Secretary, or the officer or persons calling the

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meeting,
to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder
at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid. Waiver by a shareholder in writing of notice of a shareholders' meeting, signed by him,
whether before or after the time of such meeting, shall be equivalent to the giving of such notice. Attendance by a shareholder, whether in person or by proxy, at a shareholders' meeting shall
constitute a waiver of notice of such meeting of which he has had no notice.

SECTION
6.Closing of Transfer Books and Fixing of Record Date.    For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty
(50) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for
at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may, by resolution, fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more than fifty (50) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the
date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof except where the determination has
been made through the closing of the stock transfer books and the stated period of closing has expired.

SECTION
7.Voting Lists.    The officer or agent having charge of the stock transfer books for shares of the
Corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, or any adjournment thereof, arranged in
alphabetical order, with the address and the number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of
the Corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and opened at the time and place of the meeting and
shall be subject to the inspection by any shareholder during the whole time of the meeting. The original stock transfer books shall beprima facieevidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders. Failure to comply with the requirements of this Section shall not
affect the validity of any action taken at such meeting.

SECTION
8.Quorum.    A majority of the outstanding shares of the Corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of shareholders and the vote of the holders of a majority of the shares entitled to vote and thus represented at a meeting at which a quorum
is present shall be the act of the shareholders' meeting, unless the vote of a greater number is required by law, the Articles of Incorporation or these By-Laws. If less than a majority of
the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which might have been transacted as originally notified. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

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SECTION
9.Proxies.    At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be
valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Each proxy shall be revocable unless expressly provided therein to be irrevocable, and
unless otherwise made irrevocable by law.

SECTION
10.Voting of Shares.    Each outstanding share entitled to vote shall be entitled to one (1) vote
upon each matter submitted to vote at a meeting of shareholders.

SECTION
11.Cumulative Voting.    There shall be no cumulative voting whatsoever permitted on any matter.

SECTION
12.Action by Shareholders without Meeting.    Any action required to be taken at a meeting of the
shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all
of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE II    BOARD OF DIRECTORS

SECTION
1.General Powers.    The business and affairs of the Corporation shall be managed by its Board of
Directors.

SECTION
2.Number, Tenure and Qualifications.    The number of directors of the Corporation shall be eleven
(11) but the number of directors may be increased or decreased (provided the decrease does not shorten the term of any incumbent director) from time to time by amendment of these
By-Laws or by resolution of the Board of Directors, but shall never be less than one (1). Each director shall hold office until the next annual meeting of shareholders and until his
successor shall have been elected and qualified. Directors need not be residents of the State of Texas, or shareholders of the Corporation.

SECTION
3.Chairman.    A majority of the Directors shall elect from its members a Chairman who shall preside at
all meetings of the Board of Directors. The Chairman shall hold this office until the next regular meeting of the Directors or until his successor shall have been elected and qualified. In the
absence of the Chairman, or if the Directors neglect or fail to elect a Chairman, then the Chief Executive Officer of the Corporation, if he is a member of the Board of Directors, shall automatically
serve as Chairman of the Board of Directors.

SECTION
4.Secretary.    The Secretary of the Board of Directors shall be the Secretary of the Corporation, and the
Secretary shall act as Secretary of the Directors' meetings and record the minutes of all such meetings. If the Secretary of the Corporation is not available, then the Chairman, or the Chief Executive
Officer, as the case may be, may appoint a person to serve as Secretary of the meeting, and such person shall not be required to be a member of the Board of Directors nor an officer of the
Corporation.

SECTION
5.Regular Meetings.    Regular meetings of the Board of Directors shall be held at such place or places
within or without the State of Texas, at such hour and on such day as may be fixed by resolution of the Board of Directors, without further notice of such meetings. The time or place of holding
regular meetings of the Board of Directors may be changed by the Chairman of the Board or the Chief Executive Officer by giving written notice thereof as provided in Section 7 of this
Article II.

SECTION
6.Special Meetings.    Special meetings of the Board of Directors may be called by or at the request of
the Chief Executive Officer or a majority of the Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without

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the
State of Texas, as the place for holding any special meeting of the Board of Directors called by them.

SECTION
7.Notice.    Notice of any special meetings shall be given at least two (2) days previously thereto
by a written notice delivered personally, mailed or sent by telecopy to each director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in
the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company.
If notice be given by telecopy, such notice shall be deemed to be delivered upon successful transmission of such notice, confirmed by telephone. Any director may waive notice of any meeting. The
attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting.

SECTION
8.Quorum.    A majority of the number of directors fixed by these By-Laws shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors, but if less
than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

SECTION
9.Manner of Acting.    The act of the majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.

SECTION
10.Vacancies.    Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of
a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of is his predecessor in office.
A directorship to be filled by reason of an increase in the number of directors may be filled by the Board of Directors for term of office continuing only until the next election of one or more
directors by the shareholders;provided thatthe Board of Directors may not fill more than two such directorships during the period between any two
successive annual meetings of shareholders.

A
vacancy shall be deemed to exist by reason of the death, resignation, failure or refusal to act by the person elected, upon the failure of shareholders to elect directors to fill the
unexpired term of directors removed in accordance with the provisions of these By-Laws, or upon an increase in the number of directors by amendment of these By-Laws.

SECTION
11.Removal.    The entire Board of Directors or any individual director may be removed from office without
assigning any cause, by a majority vote of the shareholders at any meeting at which a quorum of shareholders is present. In case the entire Board or any one (1) or more of the directors are so
removed, new directors may be elected at the same meeting for the unexpired term of the director or directors so removed. Failure to elect directors to fill the unexpired term of the directors so
removed shall be deemed to create a vacancy or vacancies in the Board of Directors.

SECTION
12.Compensation.    By resolution of the Board of Directors, the directors may be paid their expenses, if
any, of attendance at each 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.

SECTION
13.Presumption of Assent.    A director of the Corporation who is present at a meeting of the Board of
Directors in which action on any Corporation matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the

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Secretary
of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION
14.Interest of Directors in Contracts.    Any contract or other transaction between the Corporation and
one (1) or more of its directors, or between the Corporation and any firm of which one or more if its directors are members or employees, or in which they are interested, or between the
Corporation and any corporation or association of which one or more of its directors are shareholders, members, directors, officers, or employees, or in which they are interested, shall be valid for
all purposes, notwithstanding the presence of such director or directors at the meeting of the Board of Directors of the Corporation, which acts upon, or in reference to, such contract or transaction,
and notwithstanding his or their participation in such action, if the fact of such interest shall be disclosed or known to the Board of Directors and the Board of Directors shall, nevertheless,
authorize, approve and ratify such contract or transaction by a vote of a majority of the directors present, such interested director or directors to be counted in determining whether a quorum is
present, but not to be counted in calculating the majority of such quorum necessary to carry such vote. This section shall not be construed to invalidate any contract or other transaction which would
otherwise be valid under the common and statutory law applicable thereto.

SECTION
15.Committees.    The Board of Directors may, by resolution or resolutions passed by a majority of the
whole Board of Directors, designate one or more members of the Board of Directors to constitute one or more committees of the Board, which shall in each case consist of such number of directors as the
Board of Director may determine. Each committee shall have and may exercise such powers in the management of the business and affairs of the Corporation as the Board of Directors may determine by
resolution and specify in the respective resolutions appointing them, subject to such restrictions as may be contained in the Articles of Incorporation or that may be imposed by law. Such committee or
committees shall have such name or names as may be determined from time to time by resolutions adopted by the Board of Directors. A majority of all the members of any such committee may fix its rules
of procedure, determine its actions and fix the time and place, whether within or without the State of Texas, of its meetings and specify what notice thereof, if any, shall be given, unless the Board
of Directors shall provide otherwise by resolution. The Board of Directors shall have power to change the membership of any such committee at any time, to fill vacancies therein and to disband any
such committee, either with or without cause, at any time. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

SECTION
16.Executive Committee.



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SECTION
17.Action by Directors without Meeting.    Any action required or permitted to be taken at a meeting of
the Board of Directors or any executive committee may be taken without a meeting if a consent in writing, setting forth the action so taken shall be signed by all the members of the Board of Directors
or executive committee, as the case may be. As permitted by Article 9.10C of the Texas Business Corporation Act, members of the Board of Directors, or members of any committee designated by
such Board, may participate and hold a meeting of the Board of Directors or any committee by means of conference telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in such meeting pursuant to a conference call or similar communications equipment shall constitute presence in person at such
meeting.

ARTICLE III    OFFICERS

SECTION
1.Number.    The officers of the Corporation shall be a Chief Executive Officer, a President, one
(1) or more Vice Presidents, (the number thereof to be determined by the Board of Directors), a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. Such other
officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two (2) or more offices may be held by the same person.

SECTION
2.Election and Term of Office.    The officers of the Corporation to be elected by the Board of Directors
shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until
his death or until he shall resign or shall have been removed in the manner hereinafter provided.

SECTION
3.Removal.    Any officer or agent elected or appointed by the Board of Directors may be removed by the
Board of Directors whenever in its judgment the best interest of the Corporation would be served thereby, but such removal shall be without the prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer shall not of itself create contract rights.

SECTION
4.Vacancies.    A vacancy in any office may be filled by the Board of Directors for the unexpired portion
of the term.

SECTION
5.Chief Executive Officer.    The Chief Executive Officer shall be subject to the control of the Board of
Directors, and shall in general supervise and control all business and affairs of the Corporation. He may sign, with the Secretary, Assistant Secretary, or any other proper officer of the

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Corporation
thereunto authorized by the Board of Directors, certificates for shares of the Corporation. He may agree upon and execute any deeds, mortgages, bonds, contracts, and other obligations in
the name of the Corporation. In general, he shall perform all duties incident to the office of Chief Executive Officer and such other duties as may be prescribed by the Board of Directors from time to
time.

SECTION
6.President.    In the absence of the Chief Executive Officer, or in the event of his death or inability
to act or refusal to act, the President shall perform the duties of the Chief Executive Officer and when so acting shall have all of the powers of and be subject to all of the restrictions upon the
Chief Executive Officer. In general, he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

SECTION
7.Vice Presidents.    In the absence of the Chief Executive Officer and the President, or in the event of
their death or inability or refusal to act, the Vice President or (in the event that there be more than one (1) Vice President) the Vice Presidents, in the order designated at the time of their
election, or, in the absence of any designation, then in the order of their election, shall perform the duties of the Chief Executive Officer, and when so acting shall have all of the powers of and be
subject to all of the restrictions upon the Chief Executive Officer. In general he shall perform such other duties as from time to time may be assigned to him by the Chief Executive Officer, the
President, or by the Board of Directors.

SECTION
8.Secretary.    The Secretary shall: (a) keep the minutes of the Shareholders' and the Board of
Directors' meetings in one (1) or more books provided for that purpose; (b) see that all notices be duly given in accordance with the provisions of these By-Laws or as
required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on
behalf of the Corporation under its seal is duly authorized; (d) shall have charge of the certificate books, transfer books and stock ledgers; (e) sign with the Chief Executive Officer
certificates for shares of the Corporation, and (f) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the
Chief Executive Officer or by the Board of Directors.

SECTION
9.Treasurer.    If required by the Board of Directors, the Treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or sureties as the Board of Directors may determine. He shall: (a) have charge and custody of and be responsible for all funds and
securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositories in the manner prescribed by the Board of Directors; and (b) in general,
perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Chief Executive Officer or by the Board of Directors.

SECTION
10.Assistant Secretaries and Assistant Treasurers.    The Assistant Secretaries and Assistant Treasurers,
in general, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the Chief Executive Officer or the Board of Directors. The Assistant
Secretaries and Assistant Treasurers shall exercise the powers of the Secretary or of the Treasurer, respectively, during that officer's absence or inability to act.

SECTION
11.Salaries.    The salaries of the officers shall be fixed from time to time by the Board of Directors
and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation. In the absence of action taken by the Board of Directors to fix the
salary of any officer during the prior twelve (12) month period, the Chief Executive Officer shall have sole discretionary authority to fix such salary of any officer.

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ARTICLE IV    INDEMNITY; INSURANCE

SECTION
1.Indemnification.    Each person who at any time shall serve, or shall have served, as a director,
officer, employee or agent of the Corporation, or any person who, while a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a director,
officer, partner, venturer, proprietor, trustee, administrator, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship,
trust, employee benefit plan or other enterprise (each such person referred to herein as an "Indemnitee"), shall be entitled to indemnification as and to the fullest extent permitted by
Article 2.02-1 of the TBCA. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which those to be indemnified may be entitled as a matter of
law or under any agreement, other provision of these By-Laws, vote of shareholders or directors, or other arrangement. The Corporation may enter into indemnification agreements with its
executive officers or directors that contractually provide to them the benefits of the provisions of this Article IV and include related provisions meant to facilitate the Indemnitees' receipt
of such benefits and such other indemnification protections as may be deemed appropriate.

SECTION
2.Advancement or Reimbursement of Expenses.    The rights of Indemnitee provided under the preceding
section shall include, but not be limited to, the right to be indemnified and to have expenses
advanced in all proceedings to the fullest extent permitted by Article 2.02-1 of the TBCA. In the event that an Indemnitee is not wholly successful, on the merits or otherwise, in a
proceeding but is successful, on the merits or otherwise, as to any claim in such proceeding, the Corporation shall indemnify Indemnitee against all expenses actually and reasonably incurred by
Indemnitee or on Indemnitee's behalf relating to each claim. The termination of a claim in a proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such
claim. In addition, to the extent an Indemnitee is, by reason of his corporate status, a witness or otherwise participates in any proceeding at a time when he is not named a defendant or respondent in
the proceeding, he shall be indemnified against all expenses actually and reasonably incurred by him or on his behalf in connection therewith. The Corporation shall pay all reasonable expenses
incurred by or on behalf of Indemnitee in connection with any proceeding or claim, whether brought by the Corporation or otherwise, in advance of any determination respecting entitlement to
indemnification pursuant to this Article IV within ten days after the receipt by the Corporation of a written request from Indemnitee reasonably evidencing such expenses and requesting such
payment or payments from time to time, whether prior to or after final disposition of such proceeding or claim; provided that the Indemnitee affirms his good faith belief that he has met the standard
of conduct necessary for indemnification under this Article IV and undertakes and agrees in writing that he will reimburse and repay the Corporation for any expenses so advanced to the extent
that it shall ultimately be determined by a court, in a final adjudication from which there is no further right of appeal, that Indemnitee is not entitled to be indemnified against such expenses.

SECTION
3.Determination of Request.    Upon written request to the Corporation by an Indemnitee for
indemnification pursuant to these By-Laws, a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be made in accordance with
Article 2.02-1 of the TBCA;provided, however,that notwithstanding the foregoing, if a Change in Control shall have occurred, such
determination shall be made by Independent Counsel selected by Indemnitee, unless Indemnitee shall request that such determination be made in accordance with Article 2.02-1F
(1) or (2). The Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred in connection with any such determination. If a Change in Control shall have
occurred, Indemnitee shall be presumed (except as otherwise expressly provided in this Article IV) to be entitled to indemnification under this Article IV upon submission of a request to
the Corporation for indemnification, and thereafter the Corporation shall have the burden of proof in overcoming that

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presumption
in reaching a determination contrary to that presumption. The presumption shall be used by Independent Counsel, or such other person or persons determining entitlement to indemnification,
as a basis for a determination of entitlement to indemnification unless the Corporation provides information sufficient to overcome such presumption by clear and convincing evidence or the
investigation, review and analysis of Independent Counsel or such other person or persons convinces him or them by clear and convincing evidence that the presumption should not apply.

SECTION
4.Effect of Certain Proceedings.    The termination of any proceeding or of any claim in a proceeding by
judgment, order, settlement or conviction, or upon a plea ofnolo contendereor its equivalent, shall not (except as otherwise expressly provided in
this Article) by itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee's conduct was not in good faith and in a manner that Indemnitee reasonably
believed in the case of conduct in Indemnitee's
official capacity, that was not in the best interests of the Corporation or, in all other cases, that was not opposed to the best interests of the Corporation or, with respect to any criminal
proceeding, that Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful and Indemnitee shall be deemed to have been found liable in respect of any claim only after
Indemnitee shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom.

SECTION
5.Expenses of Enforcement of Article.    In the event that Indemnitee, pursuant to this Article IV,
seeks a judicial adjudication to enforce Indemnitee's rights under, or to recover damages for breach of, rights created under or pursuant to this Article IV, Indemnitee shall be entitled to
recover from the Corporation, and shall be indemnified by the Corporation against, any and all expenses actually and reasonably incurred by Indemnitee in such judicial adjudication but only if
Indemnitee prevails therein. If it shall be determined in said judicial adjudication that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses sought,
the expenses incurred by Indemnitee in connection with such judicial adjudication shall be reasonably prorated in good faith by counsel for Indemnitee. Notwithstanding the foregoing, if a Change in
Control shall have occurred, Indemnitee shall be entitled to indemnification under this Section 5 regardless of whether Indemnitee ultimately prevails in such judicial adjudication.

SECTION
6.Insurance Arrangements.    The Corporation may procure or maintain insurance or other similar
arrangements, at its expense, to protect itself and any Indemnitee against any expense, liability or loss asserted against or incurred by such person, incurred by Indemnitee in such a capacity or
arising out of Indemnitee's status as such a person, whether or not the Corporation would have the power to indemnify such person against such expense or liability. In considering the cost and
availability of such insurance, the Corporation (through the exercise of the business judgment of its directors and officers), from time to time, may purchase insurance which provides for any and all
of (i) deductibles, (ii) limits on payments required to be made by the insurer or (iii) coverage which may not be as comprehensive as that previously included in such insurance
purchased by the Corporation, if any. The purchase of insurance with deductibles, limits on payments and coverage exclusions will be deemed to be in the best interest of the Corporation but may not be
in the best interest of certain of the persons covered thereby. This Section 6 is authorized by Section 2.02-1(R) of the TBCA as in effect on the date hereof, and further is
intended to establish an arrangement of self-insurance pursuant to that section.

SECTION
7.Severability.    If any provision or provisions of this Article IV shall be held to be invalid,
illegal or unenforceable for any reason whatsoever, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby; and, to the fullest
extent possible, the provisions of this Article IV shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

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SECTION
8.Definitions.    The following terms are used herein as follows:

"Change
in Control" means a change in control of the Corporation occurring after the date of adoption of these By-Laws of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), whether or not the Corporation is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to
have occurred if at any time after the date of adoption of these By-Laws (i) any "person" (as such term is used in Sections 3(a)(9), 13(d) and 14(d) of the Exchange Act), other than
Joe R. Davis, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), of securities of the Corporation representing 30% or more of the combined
voting power of the Corporation's then outstanding securities without the prior approval of at least two-thirds of the members of the Board of Directors in office immediately prior to such
person attaining such percentage interest; (ii) the Corporation is a party to a merger, consolidation, share exchange, sale of assets or other reorganization, or a proxy contest, as a
consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter or
(iii) during any 15-month period, individuals who at the beginning of such period constituted the Board of Directors (including for this purpose any new director whose election or
nomination for election by the Corporation's shareholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such
period) cease for any reason to constitute at least a majority of the Board of Directors; notwithstanding the foregoing, no Change in Control shall be deemed to have occurred as a result of the
initial public offering of the Corporation's Common Stock.

"Corporate
Status" means the status of a person who is or was a director, officer, partner, employee, agent or fiduciary of the Corporation or of any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Corporation.

"Disinterested
Director" means a director of the Corporation who is not a named defendant or respondent to the proceeding or subject to a claim in respect of which indemnification is
sought by Indemnitee.

"Independent
Counsel" means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither contemporaneously is, nor in the five years theretofore
has been, retained to represent: (a) the Corporation or Indemnitee in any matter material to either such party, (b) any other party to the proceeding giving rise to a claim for
indemnification hereunder or (c) the beneficial owner, directly or indirectly, of securities of the Corporation representing 30% or more of the combined voting power of the Corporation's then
outstanding voting securities. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing,
would have a conflict of interest in representing either the Corporation or Indemnitee in an action to determine Indemnitee's rights to indemnification under these By-Laws.

ARTICLE V    CERTIFICATES AND SHAREHOLDERS

SECTION
1.Certificates.    Certificates in the form determined by the Board of Directors shall be delivered
representing all shares to which shareholders are entitled. Certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. Each certificate shall
state on its face the holder's name, the number and class of shares, the par value of shares or a statement that such shares are without par value, and such other matters as may be required by law. It
shall be signed by the Chief Executive Officer and Secretary and such other officer or officers as the

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Board
of Directors shall designate, and may be sealed with the seal of the Corporation or a facsimile thereof. If a certificate is countersigned by a transfer agent or an assistant transfer agent or
registered by a registrar (either of which is other than the Corporation or an employee of the Corporation), the signature of any officer may be facsimile.

SECTION
2.Issuance.    Shares (both treasury and authorized but unissued) may be issued for such consideration
(not less than par value) and to such persons as the Board of Directors may determine from time to time. Shares may not be issued until the full amount of the consideration, fixed as provided by law,
has been paid.

SECTION
3.Payment for Shares.



SECTION
4.Subscriptions.    Unless otherwise provided in the subscription agreement, subscriptions for shares,
whether made before or after organization of the Corporation, shall be paid in full at such time or in such installments and at such times as shall be determined by the Board of Directors. Any call
made by the Board of Directors for payment on subscriptions shall be uniform as to all shares of the same series. In case of default in the payment on any installment or call when payment is due, the
Corporation may proceed to collect the amount due in the same manner as any debt due the Corporation.

SECTION
5.Lost, Stolen or Destroyed Certificates.    The Corporation shall issue a new certificate in place of any
certificate for shares previously issued if the registered owner of the certificate:



When
a certificate has been lost, apparently destroyed or wrongfully taken, and the holder of record fails to notify the Corporation within a reasonable time after he has notice of it, and the
Corporation registers a transfer of the shares represented by the certificate before receiving such notification, the holder of record is precluded from making any claim against the Corporation for
the transfer or for a new certificate.

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SECTION
6.Registration of Transfer.    The Corporation shall register the transfer of a new certificate for shares
presented to it for transfer if:



SECTION
7.Registered Owner.    Prior to due presentment for registration of transfer of a certificate for shares,
the Corporation may treat the registered owner as the person exclusively entitled to vote, to receive notices and otherwise to exercise all the rights and powers of a shareholder.

SECTION
8.Pre-Emptive Rights.    No shareholder or other person shall have any pre-emptive
right whatsoever.

ARTICLE VI    MISCELLANEOUS PROVISIONS

SECTION
1.Offices.    Until the Board of Directors otherwise determines, the registered office of the Corporation
required by the TBCA to be maintained in the State of Texas, shall be the principal place of business of the Corporation, but such registered office may be changed from time to time by the Board of
Directors in the manner provided by law and need not be identical to the principal business of the Corporation.

SECTION
2.Notice and Waiver of Notice.    Whenever any notice whatever is required to be given under the
provisions of these By-Laws, said notice shall be deemed to be sufficient if given by
depositing the same in a post office box in a sealed postpaid wrapper addressed to the person entitled thereto at his post office address, as it appears on the books of the Corporation, and such
notice shall be deemed to have been given on the day of such mailing. A waiver of notice, signed by the person or persons entitled to said notice, whether before or after the time stated therein,
shall be deemed equivalent thereto.

SECTION
3.Securities of Other Corporations.    The Chief Executive Officer of the Corporation shall have power and
authority to transfer, endorse for transfer, vote, consent or take any other action with respect to any securities of another issuer which may be held or owned by the Corporation and to make, execute
and deliver any waiver, proxy or consent with respect to any such securities.

SECTION
4.Procedure.    Meetings of shareholders and of the Board of Directors shall be conducted in an orderly
procedure as shall be determined by the presiding officer at such meetings. The presiding officer shall make all rulings and decisions on any motion or question to come before such meetings and his
ruling shall be final and decisive.

SECTION
5.Fiscal Year.    The fiscal year of the Corporation shall be fixed by resolution of the Board of
Directors.

SECTION
6.Relation to Articles of Incorporation.    These By-Laws are subject to, and governed by, the
Articles of Incorporation.

ARTICLE VII    AMENDMENTS

These
By-Laws may be altered, amended or repealed, and new By-Laws may be adopted, by the Directors, subject to repeal or change by action of the shareholders.

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AMENDMENT TO THE RESTATED BY-LAWS    OF    CONSOLIDATED GRAPHICS, INC.    As of June 23, 1999

Pursuant to a Unanimous Consent of Directors in Lieu of Special Meeting of the Board of Directors of Consolidated Graphics, Inc. (the "Corporation") dated
June 23, 1999, it was RESOLVED that Article II, Section 2 of the Restated By-Laws of the Corporation, dated as of November 2, 1998, be amended to read as
follows:

SECTION
2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of the Corporation shall be seven (7) but the number of directors may be increased or decreased (provided the
decrease does not shorten the term of any incumbent director) from time to time by amendment of these By-laws or by resolution of the Board of Directors, but shall never be less than one
(1). Each director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified. Directors need not be residents of the State of Texas,
or shareholders of the Corporation.

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AMENDMENTS TO THE BYLAWS    OF    CONSOLIDATED GRAPHICS, INC.    December 15, 1999

By resolution dated December 15, 1999, the Board of Directors of Consolidated Graphics, Inc. (the "Corporation") adopted the following Bylaw
amendments:

The
following provision is added to the end of Article I, Section 1 of the Corporation's existing Bylaws:



Article II,
Section 11 of the Corporation's existing Bylaws is deleted in its entirety and is replaced by the following provision:



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Pursuant
to the authority granted in the Bylaws as amended, the following directors are appointed to the classes indicated:

Class

Expiration
of Term

DirectorClass I

2000

Larry J. Alexander
Brady F. CarruthClass II

2001

Clarence C. Comer
Gary L. ForbesClass III

2002

James H. Limmer
Hugh N. West
Joe R. Davis


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AMENDMENT TO THE BYLAWS    OF    CONSOLIDATED GRAPHICS, INC.    December 2, 2002

By resolution dated December 2, 2002, the Board of Directors of Consolidated Graphics, Inc. (the "Corporation") adopted the following Bylaw
amendment:

1.     Article II,
Section 2 of the Corporation's existing Bylaws is deleted in its entirety and is replaced with the following provision:



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AMENDMENTS TO THE RESTATED BY-LAWS    OF    CONSOLIDATED GRAPHICS, INC.    May 25, 2004

Effective May 25, 2004, the Board of Directors of Consolidated Graphics, Inc. (the "Corporation") adopted the following amendments to its Restated
By-Laws:

1.     Article I,
Section 1 of the Corporation's Restated By-Laws is deleted in its entirety and is replaced with the following provision:

SECTION
1. ANNUAL MEETING. The annual meeting of shareholders for the purpose of electing directors and for the transaction of any other business to properly come before such meeting
shall be held on such date in each year and at such time as shall be designated by the Board of Directors and stated in the notice (or any supplement thereto) of the meeting.

2.     Article I,
Section 2 of the Corporation's Restated By-Laws is deleted in its entirety and is replaced with the following provision:

SECTION
2. PRESIDING OFFICER AND CONDUCT OF MEETINGS.

(a)   The
Chairman of the Board of Directors shall preside at all meetings of the shareholders and shall automatically serve as Chairman of such meetings. In the absence of
the Chairman of the Board of Directors, or if the Directors neglect or fail to elect a Chairman, then the Chief Executive Officer of the Corporation shall preside at the meetings of the shareholders
and shall automatically be the Chairman of such meeting, unless and until a different person is elected by a majority of the shares entitled to vote at such meeting.

(b)   The
Chairman of the meeting shall appoint at least two (2) persons to act as inspectors of election at the meeting.

(c)   Subject
to the following, annual and special meetings of shareholders generally shall follow accepted rules of practice and procedure for the orderly conduct of
shareholder meetings:



(d)   At
the annual meeting of the shareholders, only such business shall be conducted as shall have been properly brought before the annual meeting. Nominations of
individuals for election to the Board of Directors must be made in accordance with the procedures set forth in Section 13 hereof. To be properly brought before the annual meeting of
shareholders, business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) brought before the meeting
by or at the direction of the Board of Directors pursuant to resolution duly adopted with respect thereto, or (iii) otherwise properly brought before the meeting by a shareholder of the
Corporation who is a shareholder of record at the time of giving notice provided for in this Section 2 of Article I, who shall be entitled to vote at such meeting and who complies with
the notice procedures set forth in this Section 2 of Article I. The Chairman of the annual meeting shall, if the facts warrant, determine and declare to the meeting that the business was
not properly brought

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before
the meeting in accordance with the provisions of this Section 2 of Article I, and if he should so determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.

(e)   For
business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the
Corporation and must otherwise have complied with the requirements set forth in these Bylaws with respect to such notice. To be timely, a shareholder's notice must be delivered to or mailed and
received at the principal executive offices of the Corporation not less than 90 nor more than 120 days before the anniversary date of the immediately preceding annual meeting of shareholders of
the Corporation, provided, however, if the date of the meeting has changed more than thirty (30) days from the prior year, then notice must be delivered or mailed and received by such other
date as may be set forth by the Corporation. A shareholder's notice to the Secretary shall set forth as to each matter the shareholder proposes to bring before the annual meeting: (i) a brief
description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the
Corporation's stock transfer books, of the shareholder proposing such business, (iii) the class and number of shares of voting stock of the Corporation that are beneficially owned by the
shareholder; (iv) a representation that the shareholder intends to appear in person or by proxy at the meeting to bring the proposed business before the annual meeting, (v) a description
of any material interest of the shareholder in such business and (vi) the text of any proposal, along with a statement in support of such proposal, that the shareholder wishes to bring to the
attention of the Board of Directors. A shareholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and the rules and regulations
thereunder with respect to the matters set forth in this Section 2 of Article I, including the time periods set forth thereunder for shareholder proposals requested to be included in the
Corporation's proxy statement to shareholders.

(f)    Notwithstanding
any other provision of these Bylaws, the Corporation shall be under no obligation to include any shareholder proposal in its proxy statement or otherwise
present any such proposal to shareholders at a meeting of shareholders if the Board of Directors reasonably believes that the proponents thereof have not complied with the applicable requirements of
the Exchange Act, and the rules and regulations promulgated thereunder; and the Corporation shall not be required to include in its proxy statement to shareholders any shareholder proposal not
required to be included in its proxy statement to shareholders in accordance with the Exchange Act and such rules or regulations; provided, however, that nothing in this Section 2 or in
Section 13 of Article II shall be deemed to affect the rights of shareholders to request inclusion of proposals in the Corporation's proxy statement pursuant to
Rule 14a-8 under the Exchange Act.

3.     The
Corporation's Restated By-Laws shall be amended by adding Section 13 to the end of Article I, which shall read as follows:

SECTION
13. NOMINATIONS FOR ELECTION AS A DIRECTOR.

(a)   Only
persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible for election as, and to serve as, directors. Nominations of
persons for election to the Board of Directors of the Corporation may be made at a meeting of shareholders (a) by or at the direction of the Board of Directors pursuant to resolution duly
adopted with respect thereto or (b) by any shareholder of the Corporation who is a shareholder of record at the time of giving of notice provided for in this Section 13 of
Article I, who shall be entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this Section 13 of Article I. The
Chairman of the meeting of shareholders shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by these

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Bylaws,
and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

(b)   To
be properly made by a shareholder, a nomination of a person for election to the Board of Directors shall be made pursuant to timely notice in writing to the Secretary
of the Corporation. To be timely, notice of a nomination made by a shareholder shall be delivered or mailed and received at the principal executive offices of the Corporation (i) with respect
to an election to be held at the annual meeting of the shareholders of the Corporation, not less than 90 nor more than 120 days prior to the anniversary date of the immediately preceding annual
meeting of shareholders of the Corporation, provided, however, that if the date of the meeting has changed more than thirty (30) days from the prior year, then notice must be delivered or
mailed and received by such other date as may be set forth by the Corporation, and (ii) with respect to an election to be held at a special meeting of shareholders of the Corporation for the
election of directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed to shareholders of the
Corporation as provided in Section 5 of Article I or public disclosure of the date of the special meeting was made, whichever first occurs.

(c)   Such
shareholder notice to the Secretary shall set forth (i) the name(s) of the nominee(s) and the address and principal occupation or employment of each,
(ii) a description of all arrangements or understandings between the shareholder and each nominee and any person or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder, (iii) the written consent of each nominee to serve if so elected and (iv) any other information relating to such person that is required to
be disclosed in a proxy statement soliciting proxies for election of directors, or is otherwise required pursuant to Regulation 14A under the Exchange Act. The shareholder notice shall also
provide (i) the name and address, as they appear on the Corporation's stock transfer books, of such shareholder and (ii) the class and number of shares of voting stock of the Corporation
which are beneficially owned by such shareholder. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of
the Corporation that information required to be set forth in a shareholder's notice of nomination which pertains to the nominee. No person nominated by a shareholder shall be eligible to serve as a
director of the Corporation (i) who would not be eligible to serve under the listing requirements of the exchange or exchanges on which the Corporation's shares are traded at the time of such
person's nomination and (ii) unless nominated in accordance with the procedures set forth in this Section 13 of Article I. Notwithstanding the foregoing provisions of this
Section 13 of Article I, a shareholder shall also comply with all applicable requirements of the Exchange Act, and the rules and regulations thereunder with respect to the matters set
forth in this Section 13 of Article I, including the time periods set forth thereunder for shareholder proposals requested to be included in the Corporation's proxy statement to
shareholders.

(d)   Notwithstanding
any other provision of these Bylaws, the Corporation shall be under no obligation to include any director nominee(s) proposed by a shareholder in its
proxy statement or otherwise present any such director nominee(s) proposal to shareholders at a meeting of shareholders if the Board of Directors reasonably believes that the proponents thereof have
not complied with the applicable requirements of the Exchange Act, and the rules and regulations promulgated thereunder; and the Corporation shall not be required to include in its proxy statement to
shareholders any director nominee(s) proposed by a shareholder not required to be included in its proxy statement to shareholders in accordance with the Exchange Act and such rules or regulations;
provided, however, that nothing in this Section 2 or in Section 13 of Article II shall be deemed to affect the rights of shareholders to propose director nominees for inclusion in
the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

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