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<TITLE>Filed by Bowne Pure Compliance</TITLE>
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<P style="font-size: 14pt" align="center"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
<FONT
style="font-size: 12pt">Washington, D.C. 20549 </FONT></B>

<P style="font-size: 18pt" align="center"><B>FORM 8-K</B>

<P style="font-size: 12pt" align="center"><B>CURRENT REPORT<BR>
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934</B>

<P style="font-size: 10pt" align="center"><B>Date of Report (Date of earliest event reported): DECEMBER 29, 2008</B>


<P style="font-size: 24pt" align="center"><B>CONSOLIDATED GRAPHICS, INC.<BR>
</B><FONT style="font-size: 10pt">(Exact
name of registrant as specified in its charter) </FONT>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0" cellpadding="0" width="100%" border="0">

 <TR>
  <TD width="32%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="33%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="32%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>TEXAS</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>001-12631</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>76-0190827</B></TD>
 </TR>
 <TR valign="top">
  <TD>(State or other Jurisdiction of Incorporation)</TD>
  <TD>&nbsp;</TD>
  <TD>(Commission File Number)</TD>
  <TD>&nbsp;</TD>
  <TD>(IRS Employer Identification No.)</TD>
 </TR>

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  <TD width="49%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="49%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>5858 WESTHEIMER, SUITE 200<BR>
HOUSTON, TEXAS<BR>
</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>77057</B></TD>
 </TR>
 <TR valign="top">
  <TD>(Address of Principal Executive Offices)</TD>
  <TD>&nbsp;</TD>
  <TD>(Zip Code)</TD>
 </TR>

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<P style="font-size: 10pt" align="center">Registrant&#8217;s telephone number, including area code: <B>(713)
787-0977</B>
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 </TR>
 <TR>
  <TD style="border-bottom: #000000 1px solid" nowrap><B>&nbsp;</B></TD>
 </TR>
 <TR>
  <TD nowrap>(Former name or former address if changed since last report.)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="left">Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

<P style="font-size: 10pt" align="left"><FONT face="Wingdings">o</FONT> Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)<BR>
<BR>
<FONT face="Wingdings">o</FONT> Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR>
<BR>
<FONT face="Wingdings">o</FONT> Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))<BR>


<P>&nbsp;
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<P style="font-size: 10pt" align="justify"><B><I>ITEM 5.02 &#8212; DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS</I></B>

<P style="font-size: 10pt" align="justify">(c)&nbsp;<U>Amended and Restated Employment Agreements and Change in Control
Agreement</U>

<P style="font-size: 10pt; text-indent: 4%" align="justify">On December&nbsp;29, 2008, Consolidated Graphics, Inc. (the
&#8220;Company&#8221;) entered into an Amended and Restated Employment Agreement (the &#8220;Amended Davis Employment
Agreement&#8221;) with Joe R. Davis, our Chairman of the Board and Chief Executive Officer. The Amended Davis
Employment Agreement replaces and supersedes the employment agreement previously entered into by the Company and
Mr.&nbsp;Davis effective on May&nbsp;22, 2008 (the &#8220;May Employment Agreement&#8221;). The Amended Davis
Employment Agreement was entered into primarily to make certain amendments to the May Employment Agreement to comply
with Section&nbsp;409A of the Internal Revenue Code, as amended (the &#8220;Code&#8221;), and other ministerial
clarifications. In addition, pursuant to the Amended Davis Employment Agreement, the contractual restrictions
originally imposed by the terms of that certain employment agreement dated February&nbsp;13, 2006 between the Company
and Mr.&nbsp;Davis, on the ability of Mr.&nbsp;Davis to sell the underlying common stock issuable upon the exercise of
600,000 stock options, have been removed. Through December&nbsp;29, 240,000 of the 600,000 shares of common stock
underlying stock options were no longer restricted from sale. Other than the removal of such sales restrictions, the
terms of the Amended Davis Employment Agreement are substantially similar to the terms and provisions of the May
Employment Agreement as described in the Form 8-K filed by the Company with the Securities and Exchange Commission
(&#8220;SEC&#8221;) on May&nbsp;29, 2008, under the heading &#8220;Employment Agreement&#8221;, which description is
incorporated herein by reference, except that no new stock options were granted pursuant to such agreement. Such
description is qualified in its entirety by the actual terms of such agreement, a copy of which is filed herewith as
Exhibit&nbsp;10.1 and incorporated herein by reference. Please refer to the exhibit for a copy of the actual agreement.

<P style="font-size: 10pt; text-indent: 4%" align="justify">On December&nbsp;29, 2008, the Company also entered into an
Amended and Restated Employment Agreement and an Amended and Restated Change in Control Agreement (the &#8220;Amended
Biro Agreements&#8221;) with Jon C. Biro, our Executive Vice President and Chief Financial and Accounting Officer. The
Amended Biro Agreements replace and supersede the employment agreement and change in control agreement previously
entered into by the Company and Mr.&nbsp;Biro effective on January&nbsp;14, 2008 (the &#8220;January
Agreements&#8221;). The Amended Biro Agreements were entered into primarily to make certain amendments to the January
Agreements to comply with Section&nbsp;409A of the Code, and other ministerial clarifications. The terms of the Amended
Biro Agreements are substantially similar to the terms and provisions of the January Agreements as described in the
Form 8-K filed by the Company with the SEC on January&nbsp;18, 2008, which description in incorporated herein by
reference, except that no new stock options were granted pursuant to the Amended and Restated Employment Agreement.
Such description is qualified in its entirety by the actual terms of such agreements, copies of which are filed
herewith as Exhibits 10.2 and 10.3 and incorporated herein by reference. Please refer to the exhibits for a copy of the
actual agreements.

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<P style="font-size: 10pt" align="justify"><B><I>ITEM &#8212; 9.01 FINANCIAL STATEMENTS AND EXHIBITS</I></B>

<P style="font-size: 10pt; text-indent: 2%" align="justify">(c)&nbsp;EXHIBITS

<P style="font-size: 10pt; text-indent: 2%" align="justify">The following exhibit is filed herewith:

<P>
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 <TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%" width="4%">&nbsp;</TD>
  <TD nowrap align="left" width="3%">10.1</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>
<DIV style="text-align: justify">Amended and Restated Employment Agreement, executed on December&nbsp;29, 2008, but
effective as of May&nbsp;22, 2008, between Joe R. Davis and the Company.</DIV>
</TD>
 </TR>

</TABLE>


<P>
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 <TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%" width="4%">&nbsp;</TD>
  <TD nowrap align="left" width="3%">10.2</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>
<DIV style="text-align: justify">Amended and Restated Employment Agreement, executed on December&nbsp;29, 2008, but
effective as of January&nbsp;14, 2008, between Jon C. Biro and the Company.</DIV>
</TD>
 </TR>

</TABLE>


<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">

 <TR style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000" valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%" width="4%">&nbsp;</TD>
  <TD nowrap align="left" width="3%">10.3</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>
<DIV style="text-align: justify">Amended and Restated Change in Control Agreement, executed on December&nbsp;29, 2008,
but effective as of January&nbsp;14, 2008, between Jon C. Biro and the Company.</DIV>
</TD>
 </TR>

</TABLE>


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<P style="font-size: 10pt" align="center">SIGNATURE

<P style="font-size: 10pt" align="center"><B>PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,<BR>
THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY<BR>
THE UNDERSIGNED HEREUNTO DULY AUTHORIZED.</B>

<P style="font-size: 10pt; margin-left: 56%" align="justify">CONSOLIDATED GRAPHICS, INC. <BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Registrant)

<P style="font-size: 10pt; margin-left: 56%" align="justify">By: <U>/s/ Jon C. Biro
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Jon C. Biro<BR>
Executive Vice President and Chief Financial<BR>and Accounting Officer<BR>


<P style="font-size: 10pt" align="justify">Date: December&nbsp;30, 2008

<P style="font-size: 10pt" align="center">

<P style="display: none; font-size: 10pt" align="center">4
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<P style="font-size: 10pt" align="justify">Exhibit&nbsp;Index
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%" border="0">
<!-- Begin Table Head -->

 <TR valign="bottom">
  <TD width="8%">&nbsp;</TD>
  <TD width="5%">&nbsp;</TD>
  <TD width="87%">&nbsp;</TD>
 </TR>
 <TR style="font-size: 10pt" valign="bottom">
  <TD style="border-bottom: #000000 1px solid" nowrap align="left">Exhibit <BR>Number</TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid" nowrap align="center">Description</TD>
 </TR>
<!-- End Table Head -->
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 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">10.1 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Amended and Restated Employment Agreement, executed on December&nbsp;29, 2008, but
effective as of May&nbsp;22, 2008, between Joe R. Davis and the Company.</TD>
 </TR>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">10.2 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Amended and Restated Employment Agreement, executed on December&nbsp;29, 2008, but
effective as of January&nbsp;14, 2008, between Jon C. Biro and the Company.</TD>
 </TR>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">10.3 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Amended and Restated Change in Control Agreement, executed on December&nbsp;29, 2008,
but effective as of January&nbsp;14, 1008, between Jon C. Biro and the Company.</TD>
 </TR>
<!-- End Table Body -->

</TABLE>
</DIV>

<P style="font-size: 10pt" align="center">

<P style="display: none; font-size: 10pt" align="center">5
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Filed by Bowne Pure Compliance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): DECEMBER 29, 2008
CONSOLIDATED GRAPHICS, INC.
(Exact
name of registrant as specified in its charter)
TEXAS
001-12631
76-0190827
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
5858 WESTHEIMER, SUITE 200
HOUSTON, TEXAS
77057
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code:
(713)
787-0977
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 5.02 — DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(c)
Amended and Restated Employment Agreements and Change in Control
Agreement
On December 29, 2008, Consolidated Graphics, Inc. (the
"Company") entered into an Amended and Restated Employment Agreement (the "Amended Davis Employment
Agreement") with Joe R. Davis, our Chairman of the Board and Chief Executive Officer. The Amended Davis
Employment Agreement replaces and supersedes the employment agreement previously entered into by the Company and
Mr. Davis effective on May 22, 2008 (the "May Employment Agreement"). The Amended Davis
Employment Agreement was entered into primarily to make certain amendments to the May Employment Agreement to comply
with Section 409A of the Internal Revenue Code, as amended (the "Code"), and other ministerial
clarifications. In addition, pursuant to the Amended Davis Employment Agreement, the contractual restrictions
originally imposed by the terms of that certain employment agreement dated February 13, 2006 between the Company
and Mr. Davis, on the ability of Mr. Davis to sell the underlying common stock issuable upon the exercise of
600,000 stock options, have been removed. Through December 29, 240,000 of the 600,000 shares of common stock
underlying stock options were no longer restricted from sale. Other than the removal of such sales restrictions, the
terms of the Amended Davis Employment Agreement are substantially similar to the terms and provisions of the May
Employment Agreement as described in the Form 8-K filed by the Company with the Securities and Exchange Commission
("SEC") on May 29, 2008, under the heading "Employment Agreement", which description is
incorporated herein by reference, except that no new stock options were granted pursuant to such agreement. Such
description is qualified in its entirety by the actual terms of such agreement, a copy of which is filed herewith as
Exhibit 10.1 and incorporated herein by reference. Please refer to the exhibit for a copy of the actual agreement.
On December 29, 2008, the Company also entered into an
Amended and Restated Employment Agreement and an Amended and Restated Change in Control Agreement (the "Amended
Biro Agreements") with Jon C. Biro, our Executive Vice President and Chief Financial and Accounting Officer. The
Amended Biro Agreements replace and supersede the employment agreement and change in control agreement previously
entered into by the Company and Mr. Biro effective on January 14, 2008 (the "January
Agreements"). The Amended Biro Agreements were entered into primarily to make certain amendments to the January
Agreements to comply with Section 409A of the Code, and other ministerial clarifications. The terms of the Amended
Biro Agreements are substantially similar to the terms and provisions of the January Agreements as described in the
Form 8-K filed by the Company with the SEC on January 18, 2008, which description in incorporated herein by
reference, except that no new stock options were granted pursuant to the Amended and Restated Employment Agreement.
Such description is qualified in its entirety by the actual terms of such agreements, copies of which are filed
herewith as Exhibits 10.2 and 10.3 and incorporated herein by reference. Please refer to the exhibits for a copy of the
actual agreements.
ITEM — 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
The following exhibit is filed herewith:
10.1
Amended and Restated Employment Agreement, executed on December 29, 2008, but
effective as of May 22, 2008, between Joe R. Davis and the Company.
10.2
Amended and Restated Employment Agreement, executed on December 29, 2008, but
effective as of January 14, 2008, between Jon C. Biro and the Company.
10.3
Amended and Restated Change in Control Agreement, executed on December 29, 2008,
but effective as of January 14, 2008, between Jon C. Biro and the Company.
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED HEREUNTO DULY AUTHORIZED.
CONSOLIDATED GRAPHICS, INC.
(Registrant)
By:
/s/ Jon C. Biro
Jon C. Biro
Executive Vice President and Chief Financial
and Accounting Officer
Date: December 30, 2008
Exhibit Index
Exhibit
Number
Description
10.1
Amended and Restated Employment Agreement, executed on December 29, 2008, but
effective as of May 22, 2008, between Joe R. Davis and the Company.
10.2
Amended and Restated Employment Agreement, executed on December 29, 2008, but
effective as of January 14, 2008, between Jon C. Biro and the Company.
10.3
Amended and Restated Change in Control Agreement, executed on December 29, 2008,
but effective as of January 14, 1008, between Jon C. Biro and the Company.