CONSOLIDATED GRAPHICS INC /TX/
SC 13D/A, 1997-02-27
COMMERCIAL PRINTING
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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                            ______________________

                                 SCHEDULE 13D
                               (Amendment No. 1)  

                   Under the Securities Exchange Act of 1934

                          Consolidated Graphics, Inc.
                               (Name of Issuer)

                        Common Stock, Par Value $.01
                        (Title of Class of Securities)

                                  209341106
                               (CUSIP Number)

                            Peter A. Nussbaum, Esq.
                           Schulte Roth & Zabel LLP
                              900 Third Avenue
                           New York, New York 10022
                                (212) 756-2000
                 (Name, address and telephone number of person
               authorized to receive notices and communications)

                                February 26, 1997
            (Date of event which requires filing of this statement)

      If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box  [ ]. 

      Check the following box if a fee is being paid with the statement  [  ]. 
(A fee is not required only if the reporting person:  (1) has a previous
statement on file reporting beneficial ownership of more than five percent of 
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.)  (See Rule 13d-7.) 

      NOTE:  Six copies of this statement, including all exhibits, should be
filed with the Commission.  See Rule 13d-1(a) for other parties to whom copies
are to be sent.

*     The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.

      The information required in the remainder of this cover page shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange 
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see 
the Notes).<PAGE>


SCHEDULE 13D/A  
  
CUSIP No. 209341106                                         Page 2 of 14 Pages
                                                       
      1        NAME OF REPORTING PERSON  
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON      
                    VGH Partners, L.L.C.               
                 
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [x]  
               GROUP*                                        (b) [ ]  
                                                                   
      3        SEC USE ONLY  
                 
      4        SOURCE OF FUNDS*  
                    WC       OO
                 
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS      [ ]  
               IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  
                              
      6        CITIZENSHIP OR PLACE OF ORGANIZATION  
                    Delaware  
                 
  NUMBER OF     7   SOLE VOTING POWER  
   SHARES            0 
                      
BENEFICIALLY    8   SHARED VOTING POWER  
OWNED BY EACH        492,300
                9   SOLE DISPOSITIVE POWER  
  REPORTING          0 
   PERSON            
    WITH       10   SHARED DISPOSITIVE POWER  
                     492,300
                      
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
               REPORTING PERSON  
                    492,300
                 
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]  
               EXCLUDES CERTAIN SHARES*  
                 
                 
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW  
               (11)  
                    4.0%  
                 
     14        TYPE OF REPORTING PERSON*  
                    OO  
<PAGE


SCHEDULE 13D/A  
  
CUSIP No. 209341106                                         Page 3 of 14 Pages
                                                       
      1        NAME OF REPORTING PERSON  
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON       
                    Vinik Partners, L.P.                          
                 
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [x]  
               GROUP*                                        (b) [ ]  
                                                                   
      3        SEC USE ONLY  
                 
      4        SOURCE OF FUNDS*  
                    WC       OO
                 
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS      [ ]  
               IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  
                              
      6        CITIZENSHIP OR PLACE OF ORGANIZATION  
                    Delaware  
                 
  NUMBER OF     7   SOLE VOTING POWER  
   SHARES            0 
                      
BENEFICIALLY    8   SHARED VOTING POWER  
OWNED BY EACH        492,300
                9   SOLE DISPOSITIVE POWER  
  REPORTING          0 
   PERSON             
    WITH       10   SHARED DISPOSITIVE POWER  
                     492,300
                      
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
               REPORTING PERSON  
                     492,300
                 
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]  
               EXCLUDES CERTAIN SHARES*  
                 
                 
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW  
               (11)  
                    4.0%  
                 
     14        TYPE OF REPORTING PERSON*  
                    PN  
<PAGE>


SCHEDULE 13D/A  
  
CUSIP No. 209341106                                         Page 4 of 14 Pages
                                                       
      1        NAME OF REPORTING PERSON  
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON       
                    Vinik Asset Management, L.P.                          
                 
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [x]  
               GROUP*                                        (b) [ ]  
                                                                   
      3        SEC USE ONLY  
                 
      4        SOURCE OF FUNDS*  
                    OO  
                 
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS      [ ]  
               IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  
                              
      6        CITIZENSHIP OR PLACE OF ORGANIZATION  
                    Delaware  
                 
  NUMBER OF     7   SOLE VOTING POWER  
   SHARES            0 
                      
BENEFICIALLY    8   SHARED VOTING POWER  
OWNED BY EACH        689,400
                9   SOLE DISPOSITIVE POWER  
  REPORTING          0  
   PERSON             
    WITH       10   SHARED DISPOSITIVE POWER  
                     689,400
                      
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
               REPORTING PERSON  
                     689,400
                 
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]  
               EXCLUDES CERTAIN SHARES*  
                 
                 
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW  
               (11)  
                    5.5%  
                 
     14        TYPE OF REPORTING PERSON*  
                    PN  
<PAGE


SCHEDULE 13D/A  
  
CUSIP No. 209341106                                         Page 5 of 14 Pages
                                                       
      1        NAME OF REPORTING PERSON  
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON      
                    Jeffrey N. Vinik
                 
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [x]  
               GROUP*                                        (b) [ ]  
                                                                   
      3        SEC USE ONLY  
                 
      4        SOURCE OF FUNDS*  
                    AF       OO  
                 
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS      [ ]  
               IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  
                              
      6        CITIZENSHIP OR PLACE OF ORGANIZATION  
                    United States  
                 
  NUMBER OF     7   SOLE VOTING POWER  
   SHARES            0  
                      
BENEFICIALLY    8   SHARED VOTING POWER  
OWNED BY EACH        1,181,700
                9   SOLE DISPOSITIVE POWER  
  REPORTING          0  
   PERSON             
    WITH       10   SHARED DISPOSITIVE POWER  
                     1,181,700
                      
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
               REPORTING PERSON  
                    1,181,700
                 
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]  
               EXCLUDES CERTAIN SHARES*  
                 
                 
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW  
               (11)  
                    9.5%  
                 
     14        TYPE OF REPORTING PERSON*  
                    IN  
<PAGE


SCHEDULE 13D/A  
  
CUSIP No. 209341106                                         Page 6 of 14 Pages
                                                       
      1        NAME OF REPORTING PERSON  
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON      
                    Michael S. Gordon
                 
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [x]  
               GROUP*                                        (b) [ ]  
                                                                   
      3        SEC USE ONLY  
                 
      4        SOURCE OF FUNDS*  
                    AF       OO  
                 
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS      [ ]  
               IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  
                              
      6        CITIZENSHIP OR PLACE OF ORGANIZATION  
                    United States  
                 
  NUMBER OF     7   SOLE VOTING POWER  
   SHARES            0  
                      
BENEFICIALLY    8   SHARED VOTING POWER  
OWNED BY EACH        1,181,700
                9   SOLE DISPOSITIVE POWER  
  REPORTING          0  
   PERSON             
    WITH       10   SHARED DISPOSITIVE POWER  
                     1,181,700
                      
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
               REPORTING PERSON  
                    1,181,700
                 
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]  
               EXCLUDES CERTAIN SHARES*  
                 
                 
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW  
               (11)  
                    9.5%  
                 
     14        TYPE OF REPORTING PERSON*  
                    IN  
<PAGE


SCHEDULE 13D/A  
  
CUSIP No. 209341106                                         Page 7 of 14 Pages
                                                       
      1        NAME OF REPORTING PERSON  
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON      
                    Mark D. Hostetter
                 
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [x]  
               GROUP*                                        (b) [ ]  
                                                                   
      3        SEC USE ONLY  
                 
      4        SOURCE OF FUNDS*  
                    AF       OO  
                 
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS      [ ]  
               IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  
                              
      6        CITIZENSHIP OR PLACE OF ORGANIZATION  
                    United States  
                 
  NUMBER OF     7   SOLE VOTING POWER  
   SHARES            0  
                      
BENEFICIALLY    8   SHARED VOTING POWER  
OWNED BY EACH        1,181,700
                9   SOLE DISPOSITIVE POWER  
  REPORTING          0  
   PERSON             
    WITH       10   SHARED DISPOSITIVE POWER  
                     1,181,700
                      
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
               REPORTING PERSON  
                    1,181,700
                 
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]  
               EXCLUDES CERTAIN SHARES*  
                 
                 
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW  
               (11)  
                    9.5%  
                 
     14        TYPE OF REPORTING PERSON*  
                    IN  
<PAGE


SCHEDULE 13D/A  
  
CUSIP No. 209341106                                         Page 8 of 14 Pages
                                                       
      1        NAME OF REPORTING PERSON  
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON      
                    Vinik Asset Management, L.L.C.                  
                 
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [x]  
               GROUP*                                        (b) [ ]  
                                                                   
      3        SEC USE ONLY  
                 
      4        SOURCE OF FUNDS*  
                    OO  
                 
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS      [ ]  
               IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  
                              
      6        CITIZENSHIP OR PLACE OF ORGANIZATION  
                    Delaware  
                 
  NUMBER OF     7   SOLE VOTING POWER  
   SHARES            0 
                      
BENEFICIALLY    8   SHARED VOTING POWER  
OWNED BY EACH        689,400
                9   SOLE DISPOSITIVE POWER  
  REPORTING          0 
   PERSON             
    WITH       10   SHARED DISPOSITIVE POWER  
                     689,400
                      
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH  
               REPORTING PERSON  
                     689,400
                 
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]  
               EXCLUDES CERTAIN SHARES*  
                 
                 
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW  
               (11)  
                    5.5%  
                 
     14        TYPE OF REPORTING PERSON*  
                    OO  
<PAGE



13D/A                                                       Page 9 of 14 Pages

      This Amendment No. 1 amends the statement on Schedule 13D which was 
filed on February 20, 1997 by the undersigned (the "Schedule 13D") with 
respect to the common stock, $.01 par value per share (the "Common Stock"), 
issued by Consolidated Graphics, Inc., a Texas corporation (the "Company"). 
Capitalized terms used herein and not otherwise defined in this Amendment have 
the meanings set forth in the Schedule 13D.

      Except as specifically provided herein, this Amendment does not modify 
any of the information previously reported on Schedule 13D.

                       *           *           *                          

Item 3 is hereby supplemented as follows:

ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. 

      The net investment cost (including commissions, if any) of the shares of
Common Stock purchased by Vinik Partners, Vinik Overseas and the Discretionary 
Account since the filing of Schedule 13D is $2,338,775.39, $3,104,300.24 and 
$184,390.57, respectively.

                       *           *           *  

The following paragraph of Item 5 is hereby amended and restated as follows:

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER. 

      (a)   The approximate aggregate percentage of shares of Common Stock
reported beneficially owned by each person herein is based on 12,439,730 
shares outstanding, which is the total number of shares of Common Stock 
outstanding as of January 31, 1997, as reflected in the Company's quarterly 
report on Form 10-Q filed with the Securities and Exchange Commission (the 
"Commission") for the fiscal quarter ended December 31, 1996 (which is the 
most recent Form 10-Q on file).

      As of the close of business on February 26, 1997:

            (i)   Vinik Partners owns beneficially 492,300 shares of Common
Stock, constituting approximately 4.0% of the shares outstanding.
            (ii)  VAM LP owns directly no shares of Common Stock.  By
reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934,
as amended (the "Act"), VAM LP may be deemed to own beneficially 650,500
shares (constituting approximately 5.2% of the shares outstanding) held by
Vinik Overseas, and 38,900 shares of Common Stock (constituting approximately 
0.3% of the shares outstanding) held by the Discretionary Account, which, when
aggregated, total 689,400 shares of Common Stock, constituting approximately 
5.5% of the shares outstanding.

<PAGE>



                                                           Page 10 of 14 Pages


            (iii)  Messrs. Vinik, Gordon and Hostetter each directly owns no 
shares of Common Stock.  By reason of the provisions of Rule 13d-3 of the Act, 
each may be deemed to beneficially own the 492,300 shares beneficially owned 
by Vinik Partners, the 650,500 shares beneficially owned by Vinik Overseas, 
and the 38,900 shares beneficially owned by the Discretionary Account.  Such 
shares total 1,181,700 shares of Common Stock, constituting approximately 9.5% 
of the shares outstanding.
            (iv)  VGH owns directly no shares of Common Stock.  By reason 
of the provisions of Rule 13d-3 of the Act, VGH may be deemed to own 
beneficially the 492,300 shares beneficially owned by Vinik Partners, 
constituting approximately 4.0% of the shares outstanding.
            (v)  VAM LLC owns directly no shares of Common Stock.  By reasons 
of the provisions of Rule 13d-3 of the Act, VAM LLC may be deemed to own the
650,500 shares beneficially owned by Vinik Overseas and the 38,900 shares 
beneficially owned by the Discretionary Account.  When the shares beneficially 
owned by Vinik Overseas and the Discretionary Account are aggregated they 
total 689,400 shares of Common Stock, constituting approximately 5.5% of the 
shares outstanding.
            (vi)  In the aggregate, the Reporting Persons beneficially
own a total of 1,181,700 shares of Common Stock, constituting approximately
9.5% of the shares outstanding. 

                       *           *            *                          

The following paragraph of Item 5 is hereby supplemented as follows:

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER. 

      (c)   The trading dates, number of shares of Common Stock purchased or 
sold and price per share for all transactions in the Common Stock since those 
reported in Schedule 13D until February 26, 1997 by Vinik Partners and by VAM 
LP, on behalf of Vinik Overseas and the Discretionary Account, are set forth 
in Schedules A, B and C.  


<PAGE>


                                                           Page 11 of 14 Pages

                                    SIGNATURES

      After reasonable inquiry and to the best of our knowledge and belief, 
the undersigned certify that the information set forth in this statement is 
true, complete and correct.

DATED:  February 27, 1997           /s/ Jeffrey N. Vinik,
                                    JEFFREY N. VINIK, individually
                                    and as senior managing member of
                                    VGH Partners, L.L.C., on behalf
                                    of VINIK PARTNERS, L.P.

                                    /s/ Jeffrey N. Vinik
                                    Jeffrey N. Vinik, as senior managing
                                    member of Vinik Asset Management, L.L.C.,
                                    on behalf of VINIK ASSET MANAGEMENT, L.P.

                                    /s/ Jeffrey N. Vinik
                                    Jeffrey N. Vinik, as senior managing
                                    member of VGH PARTNERS, L.L.C. and
                                    VINIK ASSET MANAGEMENT, L.L.C.

                                    /s/ Michael S. Gordon, individually
                                    MICHAEL S. GORDON

                                    /s/ Mark D. Hostetter, individually
                                    MARK D. HOSTETTER


<PAGE>



                                                           Page 12 of 14 Pages


                                  Schedule A

                             Vinik Partners, L.P.

                       Transactions in the Common Stock

                                                      Price Per Share   
Date of                 Number of                     (including 
Transaction             Shares Purchased/(Sold)       Commissions, if any)
__________________________________________________________________________

02/20/97                 6,200                        $30.9183
02/21/97                16,700                        $28.9141
02/24/97                 4,200                        $28.5413
02/25/97                22,800                        $27.4145
02/26/97                33,800                        $27.1980

<PAGE>






                                                           Page 13 of 14 Pages

                                   Schedule B

                            Vinik Asset Management, L.P.
                                  on behalf of
                             Vinik Overseas Fund, Ltd.

                       Transactions in the Common Stock

                                                      Price Per Share
Date of                 Number of                     (including 
Transaction             Shares Purchased/(Sold)       Commissions, if any)
__________________________________________________________________________

02/20/97                 8,300                        $30.9183
02/21/97                22,000                        $28.9141
02/24/97                 5,500                        $28.5413
02/25/97                30,400                        $27.4145
02/26/97                44,900                        $27.1980



<PAGE>



                                                           Page 14 of 14 Pages


                                  Schedule C

                            Vinik Asset Management, L.P.
                                on behalf of the
                              Discretionary Account

                       Transactions in the Common Stock

                                                      Price Per Share
Date of                 Number of                     (including 
Transaction             Shares Purchased/(Sold)       Commissions, if any)
__________________________________________________________________________

02/20/97                   500                        $30.9183
02/21/97                 1,300                        $28.9141
02/24/97                   300                        $28.5413
02/25/97                 1,800                        $27.4145
02/26/97                 2,700                        $27.1980







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