CONSOLIDATED GRAPHICS INC /TX/
SC 13G, 1998-01-12
COMMERCIAL PRINTING
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                            (Amendment No. _______ )*

                           Consolidated Graphics, Inc.
                     --------------------------------------
                                (Name of Issuer)



                                  Common Stock
                     --------------------------------------
                         (Title of Class of Securities)



                                    20934110
                     --------------------------------------
                                 (CUSIP Number)


Check the following box if a fee is being paid with this statement. | |

     (A fee is not required only if the filing 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).

     *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 page.

     The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose 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>


CUSIP No.   20934110                                                   13G

- ---------------------------------------------------------------------------
1.    NAME OF REPORTING PERSON
      S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

      Pilgrim Baxter & Associates, Ltd.
      23-2797802

- ---------------------------------------------------------------------------
2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
                                                              (a) | |
                                                              (b) | |
- ---------------------------------------------------------------------------
3.   SEC USE ONLY


- ---------------------------------------------------------------------------
4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     PA
- ---------------------------------------------------------------------------
                          (5)    SOLE VOTING POWER
                                 1,231,200
                          -------------------------------------------------
  NUMBER OF SHARES        (6)    SHARED VOTING POWER
 BENEFICIALLY OWNED              1,289,600
     BY EACH              -------------------------------------------------
 REPORTING PERSON         (7)    SOLE DISPOSITVE POWER
       WITH                      1,289,600
                          -------------------------------------------------
                          (8)    SHARED DISPOSITIVE POWER

- ---------------------------------------------------------------------------

(9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,289,600
- ---------------------------------------------------------------------------
(10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN SHARES*


- ---------------------------------------------------------------------------


(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     10.06
- ---------------------------------------------------------------------------

12   TYPE OF REPORTING PERSON*

     ia
- ---------------------------------------------------------------------------

                      *SEE INSTRUCTION BEFORE FILLING OUT!

<PAGE>

                          INSTRUCTIONS FOR SCHEDULE 13G

Instructions for Cover Page

     (1) Names and Social Security Numbers of Reporting Persons-Furnish the full
legal name of each person for whom the report is filed-i.e., each person
required to sign the schedule itself-including each member of a group. Do not
include the name of a person required to be identified in the report but who is
not a reporting person. Reporting persons are also requested to furnish their
Social Security or l.R.S. identification numbers, although disclosure of such
numbers is voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING
WITH SCHEDULE 13G," below).

     (2) If any of the shares beneficially owned by a reporting person are held
as a member of a group and such membership is expressly affirmed, please check
row 2(a). If the membership in a group is disclaimed or the reporting person
describes a relationship with other persons but does not affirm the existence of
a group, please check row 2(b) [unless a joint filing pursuant to Rule 13d-1
(e)(1) in which case it may not be necessary to check row 2(b)] .

     (3) The third row is for SEC internal use; please leave blank.

     (4) Citizenship or Place of Organization-Furnish citizenship if the named
reporting person is a natural person. Otherwise, furnish place of organization.

     (5)-(9), (11) Aggregate Amount Beneficially Owned by Each Reporting Person,
Etc.-Rows (5) through (9) inclusive, and 
     (11) are to be completed in accordance with the provisions of Item 4 of
Schedule 13G. All percentages are to be rounded off to the nearest tenth (one
place after decimal point).

     (10) Check if the aggregate amount reported as beneficially owned in row
(9) does not include shares as to which beneficial ownership is disclaimed
pursuant to Rule 13d-4 [17 CFR 240.13d-4] under the Securities Exchange Act of
1934.

     (12) Types of Reporting Person-Please classify each "reporting person"
according to the following breakdown (see Item 3 of Schedule 13G) and place the
appropriate symbol on the form:

Category                                                           Symbol
Broker-Dealer                                                        BD
Bank                                                                 BK
Insurance Company                                                    IC
Investment Company                                                   IV
Investment Adviser                                                   IA
Employee Benefit Plan, Pension Fund,
or Endowment Fund                                                    EP
Parent Holding Company                                               HC
Corporation                                                          CO
Partnership                                                          PN
Individual                                                           IN
Other                                                                OO

Notes:

     Attach as many copies of the second part of the cover page as are needed,
one reporting person per page. Filing persons may, in order to avoid unnecessary
duplication, answer items on the schedules (Schedule 13D, 13G or 14D-1) by
appropriate cross references to an item or items on the cover page(s). This
approach may only be used where the cover page item or items provide all the
disclosure required by the schedule item. Moreover, such a use of a cover page
item will result in the item becoming a part of the schedule and accordingly
being considered as "filed" for purposes of Section 18 of the Securities
Exchange Act or otherwise subject to the liabilities of that section of the Act.
Reporting persons may comply with their cover page filing requirements by filing
either completed copies of the blank forms available from the Commission,
printed or typed facsimiles, or computer printed facsimiles, provided the
documents filed have identical formats to the forms prescribed in the
Commission's regulations and meet existing Securities Exchange Act rules as to
such matters as clarity and size (Securities Exchange Act Rule 12b-12).

<PAGE>

              SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G

     Under Sections 13(d), 13(9), and 23 of the Securities Exchange Act of 1934
and the rules and regulations thereunder, the Commission is authorized to
solicit the information required to be supplied by this schedule by certain
security holders of certain issuers. Disclosure of the information specified in
this schedule is mandatory, except for Social Security or l.R.S. identification
numbers, disclosure of which is voluntary. The information will be used for the
primary purpose of determining and disclosing the holdings of certain beneficial
owners of certain equity securities. This statement will be made a matter of
public record. Therefore, any information given will be available for inspection
by any member of the public. Because of the public nature of the information,
the Commission can utilize it for a variety of purposes, including referral to
other governmental authorities or securities self-regulatory organizations for
investigatory purposes or in connection with litigation involving the Federal
securities laws or other civil, criminal or regulatory statutes or provisions,
Social Security or l.R.S. identification numbers, if furnished, will assist the
Commission in identifying security holders and, therefore, in prompt processing
statements of beneficial ownership of securities. Failure to disclose the
information requested by this schedule, except for Social Security or l.R.S.
identification numbers, may result in civil or criminal action against the
persons involved for violation of the Federal securities laws and rules
promulgated thereunder.

                              GENERAL INSTRUCTIONS

     A. Statements containing the information required by this schedule shall be
filed not later than February 14 following the calendar year covered by the
statement or within the time specified in Rule 13d-1 (b)(2), if applicable.

     B. Information contained in a form which is required to be filed by rules
under section 13(f)(15 U.S.C. 78m(f)) for the same calendar year as that covered
by a statement on this schedule may be incorporated by reference in response to
any of the items of this schedule. If such information is incorporated by
reference in this schedule, copies of the relevant pages of such form shall be
filed as an exhibit to this schedule.

     C. The item numbers and captions of the items shall be included but the
text of the items is to be omitted. The answers to the items shall be so
prepared as to indicate clearly the coverage of the items without referring to
the text of the items. Answer every item. If an item is inapplicable or the
answer is in the negative, so state.

Item 1.   (a) Name of Issuer                  Consolidated Graphics, Inc.

          (b) Address of Issuer's Principal Executive Offices

              2210 W. Dallas St.Houston, TX 77019

Item 2.   (a) Name of Person Filing           Pilgrim Baxter & Associates, Ltd.

          (b) Address of Principal Business Office or, if none, Residence

              825 Duportail Road, Wayne, PA 19087

          (c) Citizenship                     PA

          (d) Title of Class of Securities    Common Stock

          (e) CUSIP Number                    20934110

<PAGE>


Item 3.   If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
          check whether the person filing is a:

          (a) | | Broker or Dealer registered under Section 15 of the Act

          (b) | | Bank as defined in section 3(a)(6) of the Act

          (c) | | Insurance Company as defined in section 3(a)(19) of the act

          (d) | | Investment Company registered under section 8 of the
                  Investment Company Act

          (e) |X| Investment Adviser registered under section 203 of the
                  Investment Advisers Act of 1940

          (f) | | Employee Benefit Plan, Pension Fund which is subject to the
                  provisions of the Employee Retirement Income Security Act of
                  1974 or Endowment Fund; see 240.13d-1(b)(1)(ii)(F)

          (g) | | Parent Holding Company, in accordance with 240.13d-1(b)(ii)(G)
                  (Note: See Item 7)

          (h) | | Group, in accordance with 240.13d-1(b)(1)(ii)(H)

Item 4.   Ownership

          If the percent of the class owned, as of December 31 of the year
          covered by the statement, or as of the last day of any month described
          in Rule 13d-1 (b)(2), if applicable, exceeds five percent, provide the
          following information as of that date and identify those shares which
          there is a right to acquire. (a) Amount Beneficially Owned 1,289,600
          (b) Percent of Class 10.22

          (c) Number of shares as to which such person has:

              (i)   sole power to vote or to direct the vote          1,231,200
              (ii)  shared power to vote or to direct the vote        1,289,600
              (iii) sole power to dispose or to direct the
                    disposition of                                    1,289,600
              (iv)  shared power to dispose or to direct the 
                    disposition of

Instruction: For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(1).

Item 5.   Ownership of Five Percent or Less of a Class

          If this statement is being filed to report the fact that as of the
          date hereof the reporting person has ceased to be the beneficial owner
          of more than five percent of the class of securities, check the
          following.

Instruction: Dissolution of a group requires a response to this item.

<PAGE>

Item 6.  Ownership of More than Five Percent on Behalf of Another Person If
         any other person is known to have the right to receive or the power to
         direct the receipt of dividends from, or the proceeds from the sale of,
         such securities, a statement to that effect should be included in
         response to this item and, if such interest relates to more than five
         percent of the class, such person should be identified. A listing of
         the shareholders of an investment company registered under the
         Investment Company Act of 1940 or the beneficiaries of employee benefit
         plan, pension fund or endowment fund is not required.

Item 7.  Identification and Classification of the Subsidiary Which Acquired
         the Security Being Reported on By theParent Holding Company If a parent
         holding company has filed this schedule, pursuant to Rule
         13d-1(b)(ii)(G), so indicate under Item 3(9) and attach an exhibit
         stating the identity and the Item 3 classification of the relevant
         subsidiary. If a parent holding company has filed this schedule
         pursuant to Rule 13d-1(c), attach an exhibit stating the identification
         of the relevant subsidiary.

Item 8.  Identification and Classification of Members of the Group If a group
         has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so indicate
         under Item 3(h) and attach an exhibit stating the identity and Item 3
         classification of each member of the group. If a group has filed this
         schedule pursuant to Rule 13d-1(c), attach an exhibit stating the
         identity of each member of the group.

Item 9.  Notice of Dissolution of Group Notice of dissolution of a group may
         be furnished as an exhibit stating the date of the dissolution and that
         all further filings with respect to transactions in the security
         reported on will be filed, if required, by members of the group, in
         their individual capacity. See Item 5.

Item 10. Certification The following certification shall be included if the
         statement is filed pursuant to Rule 13d-1(b): By signing below I
         certify that, to the best of my knowledge and belief, the securities
         referred to above were acquired in the ordinary course of business and
         were not acquired for the purpose of and do not have the effect of
         changing or influencing the control of the issuer of such securities
         and were not acquired in connection with or as a participant in any
         transaction having such purposes or effect.

<PAGE>

                                    SIGNATURE

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


Date        1/10/98
            -----------------------------------

Signature   /s/ Amy Yuter
            -----------------------------------

Name/Title  Amy Yuter, Chief Compliance Officer
            -----------------------------------


The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)


<PAGE>


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