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<SEC-DOCUMENT>0000033002-04-000045.txt : 20041124
<SEC-HEADER>0000033002-04-000045.hdr.sgml : 20041124
<ACCEPTANCE-DATETIME>20041124140650
ACCESSION NUMBER:		0000033002-04-000045
CONFORMED SUBMISSION TYPE:	S-3
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20041124
DATE AS OF CHANGE:		20041124

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ENNIS, INC.
		CENTRAL INDEX KEY:			0000033002
		STANDARD INDUSTRIAL CLASSIFICATION:	MANIFOLD BUSINESS FORMS [2761]
		IRS NUMBER:				750256410
		STATE OF INCORPORATION:			TX
		FISCAL YEAR END:			0228

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-120752
		FILM NUMBER:		041166548

	BUSINESS ADDRESS:	
		STREET 1:		2441 PRESIDENTIAL PARKWAY
		CITY:			MIDLOTHIAN
		STATE:			TX
		ZIP:			76065
		BUSINESS PHONE:		9727759801

	MAIL ADDRESS:	
		STREET 1:		2441 PRESIDENTIAL PARKWAY
		CITY:			MIDLOTHIAN
		STATE:			TX
		ZIP:			76065

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ENNIS BUSINESS FORMS INC
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ENNIS TAG & SALESBOOK CO
		DATE OF NAME CHANGE:	19700805
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>s3main.txt
<DESCRIPTION>S-3
<TEXT>

As filed with the Securities
and Exchange Commission
on November 24, 2004          Registration No. 333-
                                                   ------------

===============================================================

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                      --------------------

                            Form S-3

                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933

                           Ennis, Inc.
     (Exact name of registrant as specified in its charter)

       Texas                  2761               75-0256410
  (State or other      (Primary Standard      (I.R.S. Employer
    jurisdiction           Industrial       Identification No.)
of incorporation or   Classification Code
   organization)            Number)

    2441 Presidential Pkwy.              Keith S. Walters
    Midlothian, Texas 76065        Chairman, CEO and President
        (972) 775-9801                     Ennis, Inc.
 (Address, including zip code,       2441 Presidential Pkwy.
and telephone number, including      Midlothian, Texas 76065
   area code of registrant's              (972) 775-9801
 principal executive offices)     (Name, address, including zip
                                   code, and telephone number,
                                  including area code, of agent
                                           for service)
                         ---------------

                         With copies to:

                     Norman R. Miller, Esq.
                     Paul C. Cancilla, Esq.
                   Kirkpatrick & Lockhart LLP
               2828 N. Harwood Street, Suite 1800
                    Dallas, Texas 75201-6966
                         (214) 939-4900

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

     Approximate date of commencement of the proposed sale to the
public:   At such time or times after the effective date of  this
registration   statement  as  the  selling   shareholders   shall
determine.

     If  the  only securities being registered on this  Form  are
being  offered  pursuant  to dividend  or  interest  reinvestment
plans, please check the following box:  [ ]

<PAGE>

     If  any of the securities being registered on this Form  are
to  be offered on a delayed or continuous basis pursuant to  Rule
415,  other  than  securities offered  only  in  connection  with
dividend  or  interest  reinvestment  plans,  please  check   the
following box:  [X]

     If  this  Form is filed to registered additional  securities
for an offering pursuant to Rule 462(b) under the Securities Act,
please  check  the  following box and  list  the  Securities  Act
registration   statement   number  of   the   earlier   effective
registration statement for the same offering:  [ ]

     If this Form is a post-effective amendment filed pursuant to
Rule  462(c) under the Securities Act, please check the following
box and list the Securities Act registration statement number  of
the   earlier  effective  registration  statement  for  the  same
offering.  [ ]

     If  delivery  of  the  prospectus is  expected  to  be  made
pursuant to Rule 434, please check the following box:  [ ]

================================================================



                 CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                     Proposed    Proposed
                           Amount     Maximum    Maximum
 Title of each Class of     to be    Offering   Aggregate      Amount
    Securities to be     Registered    Price     Offering        of
       Registered                       Per     Price (3)   Registration
                                       Share                    Fee
                                        (3)

<S>                      <C>         <C>       <C>          <C>
Common Stock, $2.50 par  8,981,041    $19.96   $179,261,579 $22,713
value per share (1)      shares (2)

</TABLE>

(1) Includes  corresponding preferred stock purchase rights  that
    are  attached  to  shares of the registrant's  common  stock.
    Those  rights  entitle holders to purchase  Series  A  Junior
    Participating  Preferred Stock, par value $10.00  per  share,
    of  the  registrant  upon the occurrence  of  certain  events
    pursuant  to  a Rights Agreement dated November 4,  1998,  as
    amended.  Prior to the occurrence of such events, the  rights
    are  evidenced by the certificates for the common  stock  and
    are  transferable  only with the common  stock.   Because  no
    separate  consideration is paid for the rights, no additional
    registration fee is required for the rights.

(2) In  the  event  of a share split, share dividend  or  similar
    transaction  involving  the registrant's  common  stock,  the
    number  of shares registered shall be automatically increased
    to  cover  the additional shares in accordance with Rule  416
    under the Securities Act of 1933.

(3) Estimated  pursuant to Rule 457(c) under the  Securities  Act
    of   1933,  solely  for  the  purposes  of  calculating   the
    registration fee, upon the basis of the average of  the  high
    and  low  prices of the registrant's common stock as reported
    on the New York Stock Exchange on November 19, 2004.
                        -----------------

     The registrant hereby amends this registration statement  on
such  date  or  dates as may be necessary to delay its  effective
date  until  the registrant shall file a further amendment  which
specifically  states  that  this  registration  statement   shall
thereafter  become effective in accordance with section  8(a)  of
the Securities Act of 1933, as amended, or until the registration
statement  shall become effective on such date as the  Securities
and  Exchange  Commission, acting pursuant to said section  8(a),
may determine.

                                2

<PAGE>

The information in this prospectus is not complete and may be
changed.  The selling shareholders may not sell these securities
until the registration statement filed with the Securities and
Exchange Commission is effective.  This prospectus is not an
offer to sell these securities, and is not soliciting an offer to
buy these securities, in any state where the offer or sale is not
permitted.

          SUBJECT TO COMPLETION DATED NOVEMBER 24, 2004

                           PROSPECTUS

                           ENNIS, INC.

                8,981,041 Shares of Common Stock

     This  prospectus  relates to the offer and  sale  of  up  to
8,981,041  shares  of  common  stock  of  Ennis,  Inc.,  a  Texas
corporation, that may be offered and sold from time  to  time  by
the  shareholders  described in this  prospectus  under  "Selling
Shareholders"  or by pledges, donees, transferees,  assignees  or
other successors-in-interest that receive any of the shares as  a
gift,  distribution or other non-sale related transfer.  As  used
in  this  prospectus,  "we," "us," "our" and similar  expressions
refer to Ennis, Inc. and its subsidiaries.

     The Selling Shareholders may offer their shares from time to
time  through or to one or more underwriters, brokers or dealers,
on the New York Stock Exchange, in the over-the-counter market at
market  prices  prevailing at the time of sale, in  one  or  more
negotiated  transactions  at prices  acceptable  to  the  Selling
Shareholders or otherwise.  We will not receive any proceeds from
the  sale  of shares by the Selling Shareholders.  In  connection
with  any  sales, the Selling Shareholders and any  underwriters,
agents,  brokers or dealers participating in such  sales  may  be
deemed  to be "underwriters" within the meaning of the Securities
Act.

     We  will pay the expenses related to the registration of the
shares covered by this prospectus.  The Selling Shareholders will
pay commissions and selling expenses, if any, incurred by them.

     Our  common  stock is traded on the New York Stock  Exchange
under  the symbol "EBF."  The closing sale price on the New  York
Stock Exchange on November 22, 2004 was $20.03 per share.

Investing in the common stock offered by this prospectus involves
risk.  See "Risk Factors" beginning on page 6.

Our  executive offices are located at 2441 Presidential  Parkway,
Midlothian, Texas 76065, and our telephone number at that address
is (972) 775-9801.

Neither  the  Securities and Exchange Commission  nor  any  state
securities  commission  has  approved  or  disapproved  of  these
securities  or  passed  upon the adequacy  or  accuracy  of  this
prospectus.   Any representation to the contrary  is  a  criminal
offense.


        The date of this Prospectus is November 24, 2004.




                                3
<PAGE>
                        TABLE OF CONTENTS

ABOUT THIS PROSPECTUS                                          5
RISK FACTORS                                                   6
FORWARD-LOOKING STATEMENTS                                    10
USE OF PROCEEDS                                               11
THE COMPANY                                                   12
DESCRIPTION OF ENNIS CAPITAL STOCK                            12
SELLING SHAREHOLDERS                                          14
PLAN OF DISTRIBUTION                                          17
LEGAL MATTERS                                                 18
EXPERTS                                                       18
WHERE YOU CAN FIND MORE INFORMATION                           19
INFORMATION NOT REQUIRED IN THE PROSPECTUS                    21




                                4
<PAGE>
                      ABOUT THIS PROSPECTUS

     This prospectus is part of a registration statement that  we
filed  with the Securities and Exchange Commission ("SEC")  using
the SEC's shelf registration rules.  Under the shelf registration
rules,  using  this  prospectus and, if  required,  one  or  more
prospectus  supplements, the Selling Shareholders may  sell  from
time  to  time,  in one or more offerings, the shares  of  common
stock  covered by this prospectus.  This prospectus  also  covers
certain  rights  that we have granted to holders  of  our  common
stock,  including  shares  issued  in  the  future,  to  purchase
fractions  of  a  share  of  our Series  A  Junior  Participating
Preferred  Stock  in  the  event of  an  acquisition  of,  or  an
announced tender offer for, 15% or more of our outstanding common
stock.   Until  such a triggering event occurs,  these  preferred
stock  purchase rights are attached to shares of our common stock
and   are   neither   evidenced  by  separate  certificates   nor
transferable  separately from our common stock.   If  the  rights
become exercisable, we will take further action, if required,  to
register  with  the SEC the issuance of shares of  our  Series  A
Junior Participating Preferred Stock.

     A   prospectus   supplement  may  add,  update   or   change
information contained in this prospectus.  We recommend that  you
read  carefully  this entire prospectus, especially  the  section
entitled "Documents Incorporated by Reference" beginning on  page
,  and  the section entitled "Risk Factors" beginning on page  3,
and  any  supplements before making a decision to invest  in  our
common stock.

     On  November 19, 2004, we acquired Centrum Acquisition, Inc.
through  a  merger.  The business formerly conducted  by  Centrum
Acquisition,  Inc. and its subsidiaries is now conducted  by  our
subsidiary,  Alstyle Apparel, LLC.  As used in  this  prospectus,
"Centrum"  refers  to  Centrum Acquisition,  Inc.  and  "Alstyle"
refers to Alstyle Apparel, LLC.







                                5
<PAGE>
                          RISK FACTORS

     An  investment  in  our  common stock  involves  significant
risks.   You  should consider carefully the following information
about  these risks, together with the other information contained
in  this  prospectus,  including the  documents  incorporated  by
reference  in this prospectus before buying shares of our  common
stock.   Many  of  the risks discussed below  have  affected  our
business in the past, and many are likely to continue to  do  so.
These   risks  may  materially  adversely  affect  our  business,
financial  condition, operating results or  cash  flows,  or  the
market  price  of our common stock.  Each of these  risk  factors
could  adversely affect the value of an investment in our  common
stock.

             Risks Associated with Potential Growth

There are many risks associated with potential acquisitions.

     Our  business and operating strategy embraces growth.   That
includes  internal,  organic as well  as  external,  acquisition-
oriented  growth  scenarios.  We intend to continue  to  evaluate
potential acquisitions that we believe will enhance our  existing
business or enable us to grow.  If we acquire other companies  or
product  lines in the future, it may dilute the value of existing
shareholders'  ownership.   We may also  incur  debt  and  losses
related to the impairment of goodwill and other intangible assets
if  we  acquire another company, and this could negatively impact
our  results  of  operations.   We  currently  do  not  have  any
definitive  agreements  to  acquire  any  company  or   business.
Additional   risks  associated  with  acquisitions  include   the
following:

     <bullet>  It  may  be  difficult to integrate the operations
               and personnel of an acquired business into our own
               business;

     <bullet>  Management  information and accounting systems  of
               an  acquired business must be integrated into  our
               current systems;

     <bullet>  Our  management  must  devote  its  attention   to
               assimilating the acquired business, which  diverts
               attention from other business concerns;

     <bullet>  We  may  enter  markets in which we  have  limited
               prior experience; and

     <bullet>  We may lose key employees of an acquired business.

                    Risks Related to Business

Ennis may be required to write down goodwill and other intangible
assets in the future, causing its financial condition and results
of operations to be negatively affected in the future.

     When  Ennis  acquires a business, a portion of the  purchase
price  of  the  acquisition is allocated to  goodwill  and  other
identifiable intangible assets. The amount of the purchase price,
which  is  allocated to goodwill and other intangible assets,  is
determined  by  the  excess of the purchase price  over  the  net
identifiable assets acquired. At August 31, 2004, Ennis' goodwill
was  approximately  $42.6 million. As a  result  of  the  Centrum
merger, Ennis acquired approximately $140 million of goodwill and
other  intangible assets. This amount may increase once  a  final
evaluation  of  the  assets values is completed.   Under  current
accounting  standards, if Ennis determines goodwill or intangible
assets are impaired, it would be required to write down the value
of  these  assets. Ennis conducts an annual review  to  determine
whether  goodwill  and other identifiable intangible  assets  are
impaired.  Ennis  completed such an impairment analysis  for  its
fiscal  year  ended  February 29, 2004,  and  concluded  that  no
impairment  charge was necessary. Ennis cannot provide  assurance
that it will not be required to take an impairment charge in  the
future,  especially with the additional goodwill that the  merger
is  expected  to  generate. Any impairment charge  would  have  a
negative effect on its shareholders' equity and financial results
and may cause a decline in Ennis' stock price.

Printed business forms may be superceded over time by "paperless"
business   forms   or   otherwise   affected   by   technological
obsolescence  and  changing  customer  preferences,  which  could
reduce our sales and profits.

                                6

<PAGE>

     Printed   business  form  and  checks  may   eventually   be
superceded  by  "paperless" business forms, which  could  have  a
material adverse effect on Ennis' business over time.  The  price
and  performance capabilities of personal computers  and  related
printers  now  provide a cost-competitive  means  to  print  low-
quality versions of many of our business forms on plain paper. In
addition,   electronic  transaction  systems  and   off-the-shelf
business  software  applications have been designed  to  automate
several of the functions performed by our business form and check
products.   In  response  to  the  gradual  obsolescence  of  our
standardized   forms  business,  we  continue  to   develop   our
capability  to  provide custom and full-color products.   We  are
also  seeking to introduce new products and services that may  be
less  susceptible to technological obsolescence.  If new printing
capabilities  and new product introductions do  not  continue  to
offset  the  obsolescence  of  our  standardized  business  forms
products,  there  is a risk that the number of new  customers  we
attract  and  existing customers we retain  may  diminish,  which
could  reduce  our sales and profits. Decreases in sales  of  our
standardized  business  forms and products  due  to  obsolescence
could also reduce our gross margins. This reduction could in turn
adversely  impact our profits, unless we are able to  offset  the
reduction  through the introduction of new high  margin  products
and services or realize cost savings in other areas.

Our distributors face increased competition from various sources,
such  as  office  supply superstores.  Increased competition  may
require  Ennis  to reduce prices or to offer other incentives  in
order  to  enable its distributors to attract new  customers  and
retain existing customers.

     Low  price,  high  value office supply  chain  stores  offer
standardized   business  forms,  checks  and  related   products.
Because of their size, these superstores have the buying power to
offer  many  of  these  products at  competitive  prices.   These
superstores also offer the convenience of "one-stop" shopping for
a  broad  array of office supplies that our distributors  do  not
offer.   In addition, superstores have the financial strength  to
reduce  prices or increase promotional discounts to expand market
share.   This could result in our reducing our prices or offering
incentives  in  order to enable our distributors to  attract  new
customers and retain existing customers.

Technological  improvements may reduce our competitive  advantage
over some of our competitors, which could reduce our profits.

     Improvements in the cost and quality of printing  technology
are  enabling some of our competitors to gain access to  products
of   complex  design  and  functionality  at  competitive  costs.
Increased  competition from these competitors could force  us  to
reduce our prices in order to attract and retain customers, which
could reduce our profits.

Concentration of Business Form Vendors and Suppliers.

     We  use a limited number of vendors and suppliers to provide
ink  for  our  business, and we use as sole sources Mead/Westvaco
for   paper  and  UPS  for  delivery  services.   If  there   are
interruptions  in  supplies  or service  from  these  vendors  or
suppliers, it could result in a disruption to our business, if we
are  unable  to  readily find alternative  service  providers  at
comparable rates.

Ennis  could  experience labor disputes that  could  disrupt  its
business in the future.

     As  of  November  22,  2004,  approximately  47%  of  Ennis'
employees  are  represented  by  labor  unions  under  collective
bargaining   agreements,   which   are   subject   to    periodic
renegotiation.   Although  Ennis has not  experienced  any  labor
stoppages  in  the last 10 years, there can be no assurance  that
any  future  labor  negotiations may not  prove  successful,  may
result  in  a  significant increase in the cost of labor  or  may
break down and result in the disruption of our operations.

Alstyle  obtains  its  raw materials from  a  limited  number  of
suppliers  and  any  disruption in its relationships  with  these
suppliers,  or  any  substantial increase in  the  price  of  raw
materials, could have a material adverse effect on Alstyle.

     Cotton  yarn  is the primary raw material used in  Alstyle's
manufacturing  processes.  Cotton accounts for approximately  40%
of the manufactured product cost.  Alstyle acquires its yarn from
five major sources that meet

                                7
<PAGE>
stringent quality and on-time delivery requirements.  The largest
supplier provides over 50% of Alstyle's yarn requirements and has
an  entire yarn mill dedicated to Alstyle's production. The other
major  raw  material  components used in Alstyle's  manufacturing
processes  are  chemicals used to treat  the  fabric  during  the
dyeing  process.   Alstyle  sole-sources  the  supply  of   these
chemicals  from  one supplier.  If Alstyle's relations  with  its
suppliers  are disrupted, Alstyle may not be able to  enter  into
arrangements  with substitute suppliers on terms as favorable  as
its  current  terms  and  our  results  of  operations  could  be
materially adversely affected.

     Alstyle  generally acquires its cotton yarn under short-term
purchase orders with its suppliers, and has exposure to swings in
cotton   market  prices.   Alstyle  does  not  use   derivatives,
including  cotton  option contracts, to manage  its  exposure  to
movements  in  cotton  market  prices.   Alstyle  may  use   such
derivatives in the future.  While we believe that Alstyle will be
competitive  with  other companies in the United  States  apparel
industry in negotiating the price of cotton purchased for  future
production use, any significant increase in the price  of  cotton
could   have  a  material  adverse  effect  on  our  results   of
operations.

Alstyle faces intense competition to gain market share, which may
lead  some  competitors to sell substantial amounts of  goods  at
prices against which Alstyle cannot profitably compete.

     Demand  for  Alstyle's products is dependent on the  general
demand  for T-shirts and the availability of alternative  sources
of  supply.  Alstyle's strategy in this market environment is  to
be  a  low cost producer and to differentiate itself by providing
quality  service  to  its customers.  Even if  this  strategy  is
successful, its results may be offset by reductions in demand  or
price declines.

Apparel industry cyclicality.

     The  United  States  apparel industry is  sensitive  to  the
business   cycle   of  the  national  economy.    Moreover,   the
popularity, supply and demand for particular apparel products can
change significantly from year to year.  Alstyle may be unable to
compete  successfully  in any industry  downturn  due  to  excess
capacity.

Foreign political and economic risk.

     Alstyle  operates cutting and sewing facilities  in  Mexico,
and   sources  certain  product  manufacturing  in  El  Salvador,
Pakistan, China and Southeast Asia.  Alstyle's foreign operations
could   be   subject   to   unexpected  changes   in   regulatory
requirements, tariffs and other market barriers and political and
economic  instability in the countries where  it  operates.   The
impact  of  any  such events that may occur in the  future  could
subject Alstyle to additional costs or loss of sales, which could
adversely  affect its operating results.  In particular,  Alstyle
operates  its  facilities in Mexico pursuant to the "maquiladora"
duty-free  program established by the Mexican and  United  States
governments.   This program enables Alstyle to take advantage  of
generally lower costs in Mexico, without paying duty on inventory
shipped  into  or out of Mexico.  There can be no assurance  that
the  government of Mexico will continue the program currently  in
place  or  that Alstyle will continue to be able to benefit  from
this  program.  The loss of these benefits could have an  adverse
effect on our business.

Alstyle's products are subject to foreign competition,  which  in
the  past has been faced with significant U.S. government  import
restrictions.

     Foreign  producers  of apparel often have significant  labor
cost  advantages.   Given the number of these foreign  producers,
the  substantial elimination of import protections  that  protect
domestic  apparel  producers  could materially  adversely  affect
Alstyle's business.  The extent of import protection afforded  to
domestic  apparel  producers has been, and is likely  to  remain,
subject to considerable political considerations.

     The  North  American  Free  Trade Agreement  (NAFTA)  became
effective  on  January 1, 1994 and has created a free-trade  zone
among  Canada,  Mexico and the United States.  NAFTA  contains  a
rule  of origin requirement that products be produced in  one  of
the  three  countries  in order to benefit  from  the  agreement.
NAFTA has phased out all trade restrictions and tariffs among the
three  countries on apparel products competitive  with  those  of
Alstyle.   Alstyle performs substantially all of its cutting  and
sewing  in  five  plants  located in  Mexico  in  order  to  take
advantage of the NAFTA benefits.  Subsequent repeal or alteration
of NAFTA could seriously adversely affect our business.

                                8

<PAGE>

     The  Central  American Free Trade Agreement  (CAFTA)  became
effective  May 28, 2004 and retroactive to January  1,  2004  for
textiles  and  apparel. It creates a free trade zone  similar  to
NAFTA  by  and  between  the United States and  Central  American
countries  (El  Salvador,  Honduras, Costa  Rica,  Nicaragua  and
Dominican Republic.)  Textiles and apparel will be duty-free  and
quota-free  immediately  if they meet  the  agreement's  rule  of
origin, promoting new opportunities for U.S. and Central American
fiber,  yarn,  fabric and apparel manufacturing.   The  agreement
will also give duty-free benefits to some apparel made in Central
America that contains certain fabrics from NAFTA partners  Mexico
and Canada.  Alstyle sources approximately 5% of its sewing to  a
contract  manufacturer in El Salvador, and we do  not  anticipate
that this will have a material effect on its operations.

     The  World  Trade  Organization (WTO), a multilateral  trade
organization, was formed in January 1995 and is the successor  to
the   General  Agreement  on  Tariffs  and  Trade  (GATT).   This
multilateral trade organization has set forth mechanisms by which
world  trade  in  clothing is being progressively liberalized  by
phasing-out quotas and reducing duties over a period of time that
began  in  January of 1995.  As it implements the WTO mechanisms,
the  U.S.  government is negotiating bilateral  trade  agreements
with  developing  countries  (which are  generally  exporters  of
textile and apparel products) that are members of the WTO to  get
them  to  reduce their tariffs on imports of textiles and apparel
in  exchange  for reductions by the United States in  tariffs  on
imports of textiles and apparel.

     In  January  2005,  United States import quotas  are  to  be
removed on knitted shirts from China.  The elimination of  quotas
and  the  reduction  of  tariffs under  the  WTO  may  result  in
increased imports of certain apparel products into North America.
These  factors  could  make Alstyle's products  less  competitive
against low cost imports from developing countries.

Environmental regulations.

     We  are subject to extensive and changing federal, state and
foreign   laws   and   regulations   establishing   health    and
environmental quality standards, and may be subject to  liability
or  penalties  for violations of those standards.   We  are  also
subject   to  laws  and  regulations  governing  remediation   of
contamination  at  facilities  currently  or  formerly  owned  or
operated  by us or to which we have sent hazardous substances  or
wastes  for treatment, recycling or disposal.  We may be  subject
to  future liabilities or obligations as a result of new or  more
stringent  interpretations of existing laws and regulations.   In
addition, we may have liabilities or obligations in the future if
we  discover any environmental contamination or liability at  any
of our facilities, or at facilities we may acquire.

We  depend upon the talents and contributions of a limited number
of individuals, many of who would be difficult to replace.

     The loss or interruption of the services of these executives
could  have a material adverse effect on our business,  financial
condition  and  results  of  operations.   Although  we  maintain
employment agreements with certain members of key management,  it
cannot  be  assured  that  the services of  such  personnel  will
continue.

  Risks Related to Anti-Takeover Provisions and Our Shareholder
                           Rights Plan

Our  articles  of  incorporation, bylaws and  Texas  law  contain
provisions  that may make takeovers more difficult or  limit  the
price third parties are willing to pay for our stock.

     Our  articles  of  incorporation authorize the  issuance  of
shares  of  "blank check" preferred stock, which would  have  the
designations,  rights and preferences as may be  determined  from
time  to time by the board of directors.  Accordingly, the  board
of  directors  is  empowered, without shareholder  approval  (but
subject   to  applicable  regulatory  restrictions),   to   issue
additional    preferred   stock   with   dividend,   liquidation,
conversion,  voting or other rights that could  adversely  affect
the  voting  power or other rights of the holders of  the  common
stock.   Our  board of directors could also use the  issuance  of
preferred  stock, under certain circumstances,  as  a  method  of
discouraging, delaying or preventing a change in control  of  the
company.   Our  articles of incorporation also provide  that  our
board of directors is divided into three classes, which may  have
the  effect  of  delaying or preventing  changes  in  control  or
changes  in  our management because less than a majority  of  the
existing  directors are up for election at each  annual  meeting.
In   addition,  our  bylaws  require  that  certain   shareholder
proposals,  including proposals for the nomination of  directors,
be  submitted specified periods of time in advance of our  annual
shareholders' meetings.  These

                                9

<PAGE>

provisions  could  make  it more difficult  for  shareholders  to
effect  corporate actions such as a merger, asset sale  or  other
change  of control of the company.  These provisions could  limit
the  price that certain investors might be willing to pay in  the
future  for  shares of our common stock, and they  may  have  the
effect of delaying or preventing a change in control.

Our board of directors has adopted a shareholder rights plan that
could discourage or prevent takeover attempts.

     On  November  4,  1998,  our board of directors  approved  a
Rights  Agreement  that  establishes a  shareholder  rights  plan
designed to prevent any potential acquirer from obtaining control
of  the  company without negotiating the terms of the transaction
with  our board of directors.  Under our rights plan, as amended,
among  other  things, in the event of an acquisition  of,  or  an
announced tender offer for, 15% or more of our outstanding common
stock  (currently approximately 3.8 million shares),  holders  of
our  common  stock  have been granted the  right  to  purchase  a
fraction  of  a  share  of  our  Series  A  Junior  Participating
Preferred  Stock  or shares of our common stock having  a  market
value  of  twice the exercise price of the rights.  The existence
of  our  rights plan may have anti-takeover effects.  The  rights
will  cause  substantial  dilution to  a  person  or  group  that
attempts to acquire us on terms not approved by a majority of our
board of directors.  Although the rights plan is not intended  to
prevent  acquisitions  through negotiations  with  our  board  of
directors,  the  existence of the rights  plan  may  nevertheless
discourage  a third party from making a partial tender  offer  or
otherwise  attempting  to obtain a substantial  position  in  our
equity  securities or seeking to obtain control of  us.   To  the
extent  any potential acquirers are deterred by our rights  plan,
the  rights  plan  may  have the effect of  preserving  incumbent
directors and management in office or preventing acquisitions  of
the company even if you might consider such an acquisition to  be
in your best interest as a holder of our common stock.

                Risks Related to Share Ownership

The  concentration of share ownership in the former  stockholders
of  Centrum will allow them to control or substantially influence
the outcome of matters requiring shareholder approval.

     Four of the former Centrum stockholders and their affiliates
beneficially  own approximately 35% of Ennis' outstanding  common
stock.   Ennis and these former Centrum stockholders have entered
into  a  standstill  agreement that  will  provide,  among  other
things,  that  for a period of three years these  former  Centrum
stockholders  will  not  act in concert  in  voting  their  Ennis
shares, enter into a voting agreement with respect to the  voting
of  their  shares or take any other action to acquire  or  affect
control   of   Ennis.   Even  without  violating  the  standstill
agreement, the four former Centrum stockholders may still be able
to  control,  by  separately voting  for  the  same  proposal  or
nominees  by virtue of cumulative voting or otherwise,  and  they
can  substantially  influence, the outcome of  matters  requiring
approval  by  Ennis  shareholders,  including  the  election   of
directors,  and approval or disapproval of significant  corporate
transactions.

Sales  of  substantial  amounts of Ennis  shares  by  the  former
Centrum  stockholders could cause the market price of our  shares
to decline.

     On  November  19, 2004, Ennis issued to the  former  Centrum
stockholders  approximately 8.8 million shares  of  Ennis  common
stock,  which represents approximately 35% of Ennis'  outstanding
shares.  Sales of substantial amounts of these shares at any  one
time  or  from  time to time, or even the availability  of  these
shares  for sale, pursuant to this prospectus or otherwise  could
adversely affect the market price of Ennis' shares.





                   FORWARD-LOOKING STATEMENTS

     Some  of  the  statements  in this  prospectus  and  in  the
documents  incorporated by reference constitute  "forward-looking
statements"   within  the  meaning  of  the  Private   Securities
Litigation Reform Act of 1995.  In

                               10

<PAGE>

particular, any statement, express or implied, concerning  future
events  or expectations is a forward-looking statement.   Use  of
words  such  as "expect," "fully expect," "expected,"  "appears,"
"believe,"  "plan,"  "anticipate," "would," "goal,"  "potential,"
"potentially,"   "range,"   "pursuit,"   "run   rate,"   strong,"
"preliminarily,"  etc.,  is intended to identify  forward-looking
statements  that  are subject to risks and uncertainties.   There
can be no assurance that any expectation, express or implied,  in
a  forward-looking  statement will  prove  correct  or  that  the
contemplated  event  or result will occur  as  anticipated.   The
risks associated with forward-looking statements include, but are
not  limited  to,  the  ones described under  the  heading  "Risk
Factors" above.

                         USE OF PROCEEDS

     We  are not selling any of the shares of common stock  being
offered by this prospectus and will receive no proceeds from  the
sale  of  the  shares by the Selling Shareholders.   All  of  the
proceeds from the sale of common stock offered by this prospectus
will  go  to  the Selling Shareholders who offer and  sell  their
shares.   For  information  about the Selling  Shareholders,  see
"Selling Shareholders" beginning on page 14.









                               11

<PAGE>
                           THE COMPANY

     Ennis  prints and constructs a broad line of business  forms
and  other  printed  business products for national  distribution
primarily  through  independent dealers, and through  Alstyle,  a
leading  vertically-integrated manufacturer  and  distributor  of
high-quality basic activewear products to the wholesale imprinted
activewear  market  in  North America and  Europe.   In  business
products,  Ennis operates in three business segments:  the  Forms
Solutions  Group,  the  Promotional  Solutions  Group   and   the
Financial  Solutions Group. The Forms Solutions Group prints  and
constructs  a  broad  line of business forms  and  other  printed
business  products  for national distribution, primarily  through
independent   dealers.   The  Promotional  Solutions   Group   is
primarily  in the business of design, production and distribution
of   printed   and   electronic  media,  presentation   products,
flexographic  printing,  advertising  specialties   and   Post-it
<registered  trademark>  Notes.  The  Financial  Solutions  Group
designs, manufactures and markets printed forms and specialize in
internal  bank forms, secure and negotiable documents and  custom
products.

     Approximately  97% of the business products manufactured  by
Ennis  are  custom and semi-custom, printed or constructed  in  a
wide variety of sizes, colors, number of parts and quantities  on
an   individual   job   basis  depending  upon   the   customers'
specifications. Ennis operates thirty-six manufacturing locations
in sixteen states. For the year ended February 29, 2004, the sale
of   business   products   represented   approximately   88%   of
consolidated net sales.

     While  it  is not possible, because of the lack of  adequate
statistical information, to determine Ennis' share of  the  total
business products market, management believes Ennis is one of the
largest  producers  of  business  forms  in  the  United   States
distributing primarily through independent dealers, and that  its
business  forms offering is more diversified than  that  of  most
companies in the business forms industry.

     On  November  19,  2004, Ennis acquired  Centrum  through  a
merger.   As  a  result  of  the merger,  the  business  formerly
conducted by Centrum is now conducted by our subsidiary, Alstyle.
Alstyle  is  a  leading  vertically-integrated  manufacturer  and
distributor  of  high-quality basic activewear  products  to  the
wholesale  imprinted  activewear  market  in  North  America  and
Europe.  Alstyle's product lines include T-shirts, tank tops  and
fleece  (sweatshirts) in 100% cotton and in a variety of weights,
sizes, colors and styles.  Alstyle's products are marketed  under
the   "AAA,"  Murina  <registered  trademark>,  Tennessee   River
<registered  trademark>, Diamond Star <registered trademark>  and
Gaziani  <registered trademark> brands, as well as offered  under
private label and re-labeling programs.

               DESCRIPTION OF ENNIS CAPITAL STOCK

     The  summary  of  the terms of the Ennis capital  stock  set
forth  below  is  qualified by reference  to  the  terms  of  the
articles of incorporation and bylaws, both as amended, of Ennis.

Authorized Capital Stock

     Ennis'  authorized  capital  stock  consists  of  40,000,000
shares  of common stock, par value $2.50 per share, and 1,000,000
shares of preferred stock, $10.00 par value per share.
Common Stock

     As  of  November 22, 2004, there were 25,412,699  shares  of
Ennis  common stock outstanding and no shares of preferred  stock
outstanding.

     The holders of common stock are entitled to receive ratably,
from  funds legally available for payment, dividends when and  as
declared  by resolution of Ennis' board of directors, subject  to
any preferential dividend rights, which may be granted to holders
of  any  preferred stock authorized and issued by Ennis.  In  the
event  of liquidation, each share of common stock is entitled  to
share pro rata in any distribution of Ennis' assets after payment
or  providing for the payment of liabilities and any  liquidation
preference  of  any outstanding preferred stock. Each  holder  of
Ennis  common  stock is entitled to one vote for  each  share  of
common stock held of record on the applicable record date on  all
matters  submitted  to  a  vote  of stockholders,  including  the
election of directors.
                               12

<PAGE>

Preferred Stock

     Ennis'  board has the authority, without further stockholder
approval,  to  create other series of preferred stock,  to  issue
shares of preferred stock in such series up to the maximum number
of  shares  of the relevant class of preferred stock  authorized,
and   to  determine  the  preferences,  rights,  privileges   and
restrictions  of any such series, including the dividend  rights,
voting  rights,  rights  and  terms  of  redemption,  liquidation
preferences,  the number of shares constituting any  such  series
and the designation of such series.

Stock Exchange Listing

     Ennis' common stock is listed on the New York Stock Exchange
under the symbol "EBF."

Rights Plan

     Pursuant  to the rights agreement between Ennis  and  Harris
Trust  and Savings Bank, as rights agent, dated November 4, 1998,
as  amended, one preferred share purchase right was issued to and
trades  with each outstanding share of Ennis common stock.   Each
right  entitles  the  registered  holder  to  purchase  one  one-
thousandth of a share of Series A Junior Participating  Preferred
Stock of Ennis at a price of $27.50.

     The  rights  will be exercisable only if a person  or  group
acquires 15% or more of Ennis' common stock or announces a tender
offer, the consummation of which would result in ownership  by  a
person  or  group  of  15% or more of the  common  stock  without
consent  of  the  board  of directors. Each  right  will  entitle
shareholders to buy one one-thousandth of a share of a new series
of  junior participating preferred stock at an exercise price  of
$27.50, subject to adjustment.

     If  a  person  or  group  acquires 15%  or  more  of  Ennis'
outstanding  common  stock  without  consent  of  the  Board   of
Directors,  each right will entitle its holder (other  than  such
person or members of such group) to purchase, at the right's then
current exercise price, a number of shares of Ennis' common stock
having a market value of twice the exercise price.

     If   Ennis  is  acquired  in  a  merger  or  other  business
combination transaction after a person or group has acquired  15%
or  more  of  Ennis' outstanding common stock,  each  right  will
entitle  its  holder (other than such person or members  of  such
group) to purchase, at the right's then current exercise price, a
number of shares of the acquiring company's common stock having a
market  value  of twice the exercise price. Thus, rights  holders
may purchase shares of the acquiring company's common stock at  a
50% discount.

     Following the acquisition by a person or group of beneficial
ownership of 15% or more of Ennis' common stock and prior  to  an
acquisition  of  50% or more of the common stock,  the  board  of
directors may exchange the rights (other than the rights owned by
such  person or group), in whole or in part, at an exchange ratio
of one share of common stock (or one one-thousandth of a share of
the  new  series  of  junior participating preferred  stock)  per
right.

     Prior  to the acquisition by a person or group of beneficial
ownership  of 15% or more of Ennis' common stock, the rights  are
redeemable  for one cent ($.01) per right at the  option  of  the
board of directors.

     The  Plan  was  amended  on June  23,  2004  to  permit  the
acquisition of Alstyle by Ennis without triggering the rights.





                               13

<PAGE>

                      SELLING SHAREHOLDERS

     The  following  table sets forth, as of November  22,  2004,
information as to the shares of common stock that may be sold  in
this  offering by the Selling Shareholders.  Because the  Selling
Shareholders  may sell all or a portion of the shares  of  common
stock  offered by this prospectus at any time and  from  time  to
time  after  the date of this prospectus, we cannot  predict  the
number  of  shares that each Selling Shareholder may retain  upon
completion  of this offering.  In the table below, the percentage
ownership  after the offering is based upon the assumed  sale  by
the  Selling Shareholders of all shares they may offer  for  sale
pursuant  to  this  prospectus.   The  shares  offered  by   this
prospectus  shall  be  deemed to include shares  offered  by  any
pledgee, donee, transferee or other successor in interest of  any
of  the  Selling  Shareholders listed below, provided  that  this
prospectus  is amended or supplemented if required by  applicable
law.   Beneficial  ownership and the  percentages  shown  in  the
following  table  are  calculated in accordance  with  applicable
rules of the SEC.

<TABLE>
<CAPTION>

                  Beneficial                       Beneficial
               Ownership Before                 Ownership After
                this Offering                    this Offering
                -------------                    -------------

 Name and Address                         Shares    Number
  of Beneficial    Number of               Being      of
    Owner (1)       Shares    Percentage  Offered   Shares  Percentage
- -----------------  ---------  ---------- ---------  ------  ----------
<S>                <C>        <C>        <C>        <C>     <C>

Roger Brown(2)     2,200,895     8.7     2,200,895    0         *

Laurence Ashkin(3) 2,200,895     8.7     2,200,895    0         *

John McLinden(4)   2,200,895     8.7     2,200,895    0         *

Arthur Slaven(5)   2,200,895     8.7     2,200,895    0         *

Barbara S.         2,200,895     8.7     2,200,895    0         *
McLinden Trust(4)

Jane Slaven(5)     2,200,895     8.7     2,200,895    0         *

Evan Ashkin         544,721      2.1      544,721     0         *
Trust(3)

Gary Ashkin         544,721      2.1      544,721     0         *
Trust(3)

Nancy Smith         544,721      2.1      544,721     0         *
Trust(3)

Michael Slaven      544,721      2.1      544,721     0         *
Trust(5)

Peter Slaven        544,721      2.1      544,721     0         *
Grantor Trust(5)

Alf R.              177,458       *       177,458     0         *
Bumgardner(6)
Marcia Ann          177,458       *       177,458     0         *
Bumgardner(7)
</TABLE>
* Indicates less than 1%.


1 The  address of Alf R. Bumgardner and Marcia Ann Bumgardner  is
  401  Royal Colonnade, Arlington, Texas 76011 (collectively, the
  "Royal  Shareholders").   The  address  of  all  of  the  other
  Selling  Shareholders  (collectively,  the  "Centrum  Principal
  Shareholders")  is  c/o  Centrum  Properties  Inc.,  225   West
  Hubbard Street, Chicago, Illinois 60610.
2 Includes  79,974 shares held in escrow pursuant  to  the  stock
  pledge  and  escrow agreement described below.   Also  includes
  48,780  shares  that  Roger Brown may purchase  pursuant  to  a
  Restricted  Stock Agreement between Centrum Acquisition,  Inc.,
  John McLinden, Arthur Slaven and certain other shareholders  of
  Centrum  Acquisition, Inc. dated as of November 19,  2004  (the
  "Restricted Stock Agreement").
3 Includes  532,648 shares owned of record by each  of  the:  (i)
  Nancy  Smith  Trust,  (ii) Evan Ashkin Trust,  and  (iii)  Gary
  Ashkin   Trust   (collectively,  the  "Ashkin  Trusts"),   that
  Laurence  Ashkin may be deemed to beneficially own  as  trustee
  of  each of the Ashkin Trusts.  Furthermore, 19,793 of each  of
  the  532,648 shares owned by each of the Ashkin Trusts are held
  in  escrow  pursuant to the stock pledge and escrow  agreement.
  Also includes 12,073 shares that each of the Ashkin Trusts  may
  purchase pursuant to the Restricted Stock Agreement and  12,560
  shares  that  Laurence  Ashkin may  purchase  pursuant  to  the
  Restricted Stock Agreement.  Also includes 554,169 shares  held
  directly  by  Laurence  Ashkin, 20,593 of  which  are  held  in
  escrow pursuant to the stock pledge and escrow agreement.
4 Includes  1,614,086 shares owned of record by  the  Barbara  S.
  McLinden Trust, whose trustee is Barbara S. McLinden,  wife  of
  John  McLinden,  59,980  of which shares  are  held  in  escrow
  pursuant  to  the  stock  pledge and  escrow  agreement.   John
  McLinden may be deemed to beneficially own the shares  held  by
  this  trust.  Also includes 36,585 shares that the  Barbara  S.
  McLinden  Trust  may purchase pursuant to the Restricted  Stock
  Agreement  and  12,195 shares that John McLinden  may  purchase
  pursuant  to  the  Restricted Stock Agreement.   Also  includes
  538,028 shares held directly by John McLinden, 19,993 of  which
  shares  are  held  in escrow pursuant to the stock  pledge  and
  escrow agreement.
5 Includes   12,560  shares  that  Arthur  Slaven  may   purchase
  pursuant  to  the  Restricted Stock Agreement.   Also  includes
  532,648  shares  owned of record by each of: (i)  Jane  Slaven,
  wife  of  Arthur  Slaven, (ii) the Michael  Slaven  Trust,  and
  (iii) the Peter Slaven Grantor Trust.  As trustee of

                               14
<PAGE>

  the  Michael  Slaven Trust and the Peter Slaven  Grantor  Trust
  (collectively,  the  "Slaven Trusts"),  Arthur  Slaven  may  be
  deemed  to  beneficially own the shares held by  those  trusts.
  Furthermore,  19,793  of each of the 532,648  shares  owned  by
  Jane  Slaven and each of the Slaven Trusts are held  in  escrow
  pursuant  to  the  stock  pledge and  escrow  agreement.   Also
  includes  12,073 shares that each of Jane Slaven  and  each  of
  the  Slaven  Trusts  may purchase pursuant  to  the  Restricted
  Stock  Agreement.  Also includes 554,169 shares  held  directly
  by  Arthur  Slaven, 20,593 of which shares are held  in  escrow
  pursuant to the stock pledge and escrow agreement.
6 Includes  883 shares owned of record by Marcia Ann  Bumgardner,
  wife of Alf R. Bumgardner.
7 Includes  176,575 shares owned of record by Alf R.  Bumgardner,
  husband of Marcia Ann Bumgardner.



Certain  Relationships  between Ennis and the  Centrum  Principal
Shareholders

     Crabar/GBF, Inc. Acquisition

     On  June  30,  2004, Ennis purchased all of the  outstanding
common  stock  of Crabar/GBF, Inc. pursuant to a  stock  purchase
agreement from substantially the same shareholders as the Centrum
Principal  Shareholders.   The purchase price was $18 million  in
cash less $400,000 in assumed debt of Crabar/GBF, Inc.

     Centrum Acquisition, Inc. Merger

     On  June  25,  2004,  Ennis,  Midlothian  Holdings  LLC,   a
subsidiary  of  Ennis, and Centrum entered into an Agreement  and
Plan of Merger, which was amended on August 23, 2004 by the First
Amendment  to  Agreement  and Plan of  Merger  (as  amended,  the
"Merger  Agreement").  The Merger Agreement provided  for,  among
other   things,  the  merger  (the  "Merger")  of  Centrum   into
Midlothian  Holdings LLC.  On November 19, 2004, the  Merger  was
consummated and Ennis paid approximately $3.1 million in cash and
issued  approximately 8.8 million shares of its common  stock  to
the  former  Centrum  shareholders in exchange  for  all  of  the
outstanding shares of Centrum.  In connection with entering  into
the  Merger  Agreement,  Ennis entered  into  a  first  amendment
agreement   with   Centrum  and  certain  owners   of   Centrum's
predecessor  (the  "predecessor owners") that amended  the  stock
purchase  agreement pursuant to which Centrum acquired A  and  G,
Inc.  and  provides  that the predecessor owners  will  recognize
Ennis  as  Centrum's successor under the stock purchase agreement
and that Ennis has the benefit of indemnification provisions that
were  originally  for the benefit of Centrum.   Pursuant  to  the
first  amendment  agreement, at the closing of the  Merger  Ennis
paid  approximately  $32.7 million to the predecessor  owners  to
satisfy debt owed by Centrum to the predecessor owners.

     Registration  Rights Agreement.  On November 19,  2004,  the
Centrum  Principal Shareholders also entered into a  registration
rights  agreement with Ennis, pursuant to which Ennis  agreed  to
register  the shares of Ennis common stock issued to the  Centrum
Principal Shareholders in connection with the Merger on a Form S-
3  Registration Statement within 15 days after completion of  the
Merger.   Ennis  is  not  obligated  to  effect  an  underwritten
registration.   Additional  terms  of  the  registration   rights
agreement include:

     <bullet> Suspension  Right.  Ennis may require  all  Centrum
              Principal  Shareholders  to  suspend  open   market
              offers and sales of Ennis common stock received  in
              the   Merger   if  there  is  material  undisclosed
              information  or  events regarding  Ennis,  but  not
              more  than  three  times  during  any  twelve-month
              period.

     <bullet> Piggyback   Registration.   The  Centrum  Principal
              Shareholders   are  entitled  to  one   "piggyback"
              registration,   subject   to   cutback    by    the
              underwriter   but  with  priority  to   all   other
              shareholders having registration rights.

     <bullet> Holdback  in  Underwritten  Offerings.   If   Ennis
              conducts  an  underwritten offering  in  which  the
              Ennis   shares  issued  in  the  Merger   are   not
              included,  the Centrum Principal Shareholders  will
              agree  not  to  sell  shares privately  or  in  the
              public  market  for  120 days after  the  effective
              date of the registration statement.

     <bullet> Expenses  of Registration.  All expenses associated
              with   the   preparation   and   filing   of    the
              registration  statement will  be  borne  by  Ennis,
              except  underwriting discounts, selling commissions
              and   legal   expenses  of  the  Centrum  Principal
              Shareholders.

     The   registration   rights   of   the   Centrum   Principal
Shareholders will terminate when all of the shares covered by the
registration  statement and beneficially  owned  by  the  Centrum
Principal  Shareholders  may be sold by  them  pursuant  to  Rule
144(k)  or a comparable exemption from registration that  enables
the Centrum Principal

                               15

<PAGE>

Shareholders  to  sell all of the registrable securities  without
registration or restriction as to manner of sale or otherwise.

     Centrum  Indemnity  Agreement.  Ennis and certain  principal
shareholders  of  Centrum  entered into  an  indemnity  agreement
pursuant  to  which those shareholders agreed to indemnify  Ennis
against   certain  breaches  by  Centrum  of  any  of   Centrum's
representations, warranties and covenants contained in the Merger
Agreement  and the Crabar/GBF, Inc. stock purchase agreement  and
against  certain liabilities required to be borne by the  Centrum
shareholders  pursuant to the indemnification provisions  of  the
registration    rights    agreement.    Generally,    all    such
indemnification  obligations  lapse  after  two  years  from  the
closing date of the Merger, which was November 19, 2004, and  may
be satisfied only from a limited number of Ennis shares placed in
escrow  as  discussed below under the heading "Stock  Pledge  and
Escrow Agreement."

     Ennis  Indemnity  Agreement.  Ennis  and  certain  principal
shareholders  of  Centrum  entered into  an  indemnity  agreement
pursuant  to  which  those shareholders would be  indemnified  by
Ennis  against  certain  breaches  by  Ennis  of  any  of  Ennis'
representations, warranties and covenants contained in the Merger
Agreement,  the  Crabar/GBF, Inc. stock  purchase  agreement  and
against  certain  liabilities  required  to  be  borne  by  Ennis
pursuant  to  the indemnification provisions of the  registration
rights    agreement.    Generally,   all   such   indemnification
obligations  lapse after two years from the closing date  of  the
Merger  and  indemnification is limited to a total of $5  million
for  the  two years, with the amount of this $5 million available
in  year  two  being equal to the lesser of $2.5 million  or  the
amount  of  the $5 million left after Ennis pays claims  in  year
one.

     Stock  Pledge  and Escrow Agreement. On November  19,  2004,
Ennis  entered into a stock pledge and escrow agreement with  the
Centrum  Principal Shareholders, and J.P. Morgan  Trust  Company,
NA.,  as  escrow agent. Under the terms of the Merger  Agreement,
319,897 of the shares of Ennis common stock otherwise issuable to
the  Centrum Principal Shareholders at the closing of the  Merger
were  placed in escrow as security for potential indemnity claims
by  Ennis under the Merger Agreement, the Crabar/GBF, Inc.  stock
purchase agreement, the indemnity agreements and the registration
rights  agreement.   These escrow shares  are  included  in  this
registration  statement  and have been included  in  the  Selling
Shareholder table above.

     Standstill Agreement.  On November 19, 2004, Ennis  and  the
Centrum   Principal  Shareholders  entered  into   a   standstill
agreement  that  limits  the actions that the  Centrum  Principal
Shareholders may take for three years after the Merger  in  their
capacities as shareholders of Ennis.

     Non-Competition Agreement.  On November 19, 2004, Ennis  and
certain  principal shareholders of Centrum entered  into  a  non-
competition  agreement  that  prohibits  those  principals   from
competing  with  Ennis or its subsidiaries for a  period  of  two
years following the Merger.

     Except as set forth in the preceding paragraphs, the Centrum
Principal Shareholders have not held any positions or offices  or
had  any  other  material relationship with  us  or  any  of  our
affiliates  within the past three years, except that Roger  Brown
is  President and CEO of Alstyle, our subsidiary, as a result  of
the  Merger.   Additionally, one representative  of  the  Centrum
Principal  Shareholders will be recommended to Ennis'  nominating
and  corporate governance committee for nomination to  the  Ennis
board   of  directors  as  the  representative  of  the   Centrum
shareholders provided for under the Merger Agreement.

Restricted Stock Agreement

      On  November  19, 2004, Centrum, John McLinden  and  Arthur
Slaven, as representatives of Centrum Principal Shareholders, and
certain  other  shareholders of Centrum  (the  "Centrum  Employee
Shareholders") entered into the Restricted Stock  Agreement.   In
the  Merger,  the Centrum Employee Shareholders received  195,121
shares of Ennis common stock (the "Restricted Stock") in exchange
for  their  Centrum shares. Under the Restricted Stock Agreement,
the  Restricted  Stock  vests over a two-year  period,  with  the
number of shares vesting subject to certain performance criteria.
In  the event that a Centrum Employee Shareholder's employment by
Ennis or any of its subsidiaries shall cease for any reason,  the
Centrum  Principal Shareholders shall have the option to purchase
any  then  unvested  Restricted Stock of  such  Centrum  Employee
Shareholder.

Certain Relationships between Ennis and the Bumgardners

     On  November 1, 2004 pursuant to a stock purchase agreement,
Ennis  acquired  all of the outstanding capital  stock  of  Royal
Business Forms, Inc. from the Royal Shareholders in exchange  for
approximately 177,458 shares of Ennis common stock.  Pursuant  to
Section  4.16  of the stock purchase agreement, Ennis  agreed  to
register these

                               16

<PAGE>

shares  pursuant  to a registration rights agreement,  which  was
entered  into on November 1, 2004, on the registration  statement
Ennis  was obligated to file under the Merger Agreement,  but  no
later than 60 days after the execution of the registration rights
agreement.   Ennis  is  not obligated to effect  an  underwritten
registration.   Additional  terms  of  the  registration   rights
agreement include:

     <bullet>  Suspension  Right.   Ennis may require  all  Royal
               Shareholders  to  suspend open market  offers  and
               sales  of Ennis common stock received pursuant  to
               the stock purchase agreement, if there is material
               undisclosed information or events regarding Ennis,
               but  not  more than three times during any twelve-
               month period.

     <bullet>  Expenses of Registration.  All expenses associated
               with   the   preparation   and   filing   of   the
               registration  statement will be  borne  by  Ennis,
               except underwriting discounts, selling commissions
               and legal expenses of the Royal Shareholders.

     The  registration  rights  of the  Royal  Shareholders  will
terminate  when  all  of the shares covered by  the  registration
statement and beneficially owned by the Royal Shareholders may be
sold  by  them pursuant to Rule 144(k) or a comparable  exemption
from registration that enables the Royal Shareholders to sell all
of the registrable securities without registration or restriction
as to manner of sale or otherwise.

     Alf  R.  Bumgardner is the General Manager of Royal Business
Forms,  Inc.,  our subsidiary, as a result of the stock  purchase
agreement with the Royal Shareholders.

     All  of the securities being offered by this prospectus were
issued  and  sold  to the Selling Shareholders  pursuant  to  the
registration  requirements of the Securities Act of  1933  or  an
exception thereto.



                      PLAN OF DISTRIBUTION

     The  Selling Shareholders and any of their pledges,  donees,
transferees, assignees and successors-in-interest may, from  time
to  time, sell any or all of their shares of common stock on  any
stock  exchange, market or trading facility on which  the  shares
are  traded or in private transactions.  These sales  may  be  at
fixed or negotiated prices.  The Selling Shareholders may use any
one or more of the following methods when selling shares:

     <bullet>  ordinary  brokerage transactions and  transactions
               in which the broker-dealer solicits investors;

     <bullet>  block  trades  in  which  the  broker-dealer  will
               attempt  to  sell  the shares  as  agent  but  may
               position  and  resell a portion of  the  block  as
               principal to facilitate the transaction;

     <bullet>  purchases  by  a  broker-dealer as  principal  and
               resale by the broker-dealer for its account;

     <bullet>  an  exchange distribution in accordance  with  the
               rules of the applicable exchange;

     <bullet>  privately negotiated transactions;

     <bullet>  to  cover short sales made after the date that the
               registration  statement is declared  effective  by
               the SEC;

     <bullet>  broker-dealers   may  agree   with   the   Selling
               Shareholders  to sell a specified number  of  such
               shares at a stipulated price per share;

     <bullet>  a combination of any such methods of sale; and

     <bullet>  any  other method permitted pursuant to applicable
               law.

     The Selling Shareholders may also sell shares under Rule 144
under the Securities Act of 1933, if available, rather than under
this prospectus.

     Broker-dealers  engaged  by  the  Selling  Shareholders  may
arrange  for  other  brokers-dealers to participate  in  resales.
Broker-dealers  may  receive commissions or  discounts  from  the
Selling Shareholders (or, if any broker-

                               17

<PAGE>

dealer  acts  as  agent for the purchaser  of  shares,  from  the
purchaser)  in amounts to be negotiated. The Selling Shareholders
do  not expect these commissions and discounts to exceed what  is
customary  in the types of transactions involved. Any profits  on
the resale of shares of common stock by a broker-dealer acting as
principal  might  be  deemed  to  be  underwriting  discounts  or
commissions  under  the  Securities Act. Discounts,  concessions,
commissions and similar selling expenses, if any, attributable to
the  sale  of shares will be borne by a Selling Shareholder.  The
Selling Shareholders may agree to indemnify any agent, dealer  or
broker-dealer  that participates in transactions involving  sales
of the shares if liabilities are imposed on that person under the
Securities Act.

     The  Selling  Shareholders may from time to time  pledge  or
grant  a security interest in some or all of the shares of common
stock  owned  by them and, if they default in the performance  of
their  secured obligations, the pledgees or secured  parties  may
offer and sell the shares of common stock from time to time under
this  prospectus  after  we  have  filed  an  amendment  to  this
prospectus under Rule 424(b)(3) or other applicable provision  of
the  Securities Act amending the list of Selling Shareholders  to
include  the pledgee, transferee or other successors in  interest
as Selling Shareholders under this prospectus.

     The  Selling  Shareholders also may transfer the  shares  of
common   stock  in  other  circumstances,  in  which   case   the
transferees, pledgees or other successors in interest will be the
selling beneficial owners for purposes of this prospectus and may
sell  the  shares  of common stock from time to time  under  this
prospectus  after we have filed an amendment to  this  prospectus
under  Rule  424(b)(3)  or  other  applicable  provision  of  the
Securities  Act  amending  the list of  Selling  Shareholders  to
include  the pledgee, transferee or other successors in  interest
as Selling Shareholders under this prospectus.

     The Selling Shareholders may enter into hedging transactions
with  broker-dealers  in  connection with  distributions  of  the
shares  or  otherwise. In these transactions, broker-dealers  may
engage in short sales of the shares in the course of hedging  the
positions  they  assume  with Selling Shareholders.  The  Selling
Shareholders may also sell shares short and redeliver the  shares
to  close out such short positions. The Selling Shareholders  may
enter into options or other transactions with broker-dealers that
require  the  delivery to the broker-dealer of  the  shares.  The
broker-dealer may then resell or otherwise transfer  such  shares
pursuant  to this prospectus. The Selling Shareholders  also  may
loan  or  pledge the shares to a broker-dealer. The broker-dealer
may sell the shares so loaned, or upon default, the broker-dealer
may sell the pledged shares pursuant to this prospectus.

     The  Selling Shareholders and any broker-dealers  or  agents
that  are involved in selling the shares of common stock  may  be
deemed  to be "underwriters" within the meaning of Section  2(11)
of  the  Securities Act in connection with such  sales.  In  such
event,  any commissions received by such broker-dealers or agents
and  any  profit  on  the resale of the shares  of  common  stock
purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.

     Each  Selling  Shareholder  will be  subject  to  applicable
provisions  of  the Securities Exchange Act of 1934,  as  amended
(the  "Exchange  Act") and the associated rules  and  regulations
under  the Exchange Act, including Regulation M, which provisions
may  limit  the  timing of purchases and sales of shares  of  our
common stock by the Selling Shareholders.

                          LEGAL MATTERS

     The  validity of the shares of common stock offered by  this
prospectus has been passed upon for us by Kirkpatrick &  Lockhart
LLP, 2828 N. Harwood Street, Dallas, Texas 75201.

                             EXPERTS

     The   consolidated  financial  statements  of  Ennis,   Inc.
(formerly Ennis Business Forms) and subsidiaries incorporated  by
reference  in  Ennis, Inc.'s Annual Report on Form 10-K  for  the
year  ended February 29, 2004, have been audited by Ernst & Young
LLP,  independent registered public accounting firm, as set forth
in   their  report  thereon,  included  in  such  Form  10-K  and
incorporated  herein  by reference.  Such consolidated  financial
statements are incorporated herein by reference in reliance  upon
such  report, given on the authority of such firm as  experts  in
accounting and auditing.

                               18

<PAGE>



               WHERE YOU CAN FIND MORE INFORMATION

     SEC Filings.  We file annual, quarterly and special reports,
proxy  statements  and other information  with  the  SEC.   These
filings  are available over the Internet from the SEC's web  site
at www.sec.gov.  You may read and copy any reports, statements or
other  information  we have filed at the SEC's  public  reference
room  at  450  Fifth  Street, N.W. Suite 1024,  Washington,  D.C.
20549.   You may also obtain copies of this information  by  mail
from  the public reference section of the SEC, 450 Fifth  Street,
N.W.,  Suite  1024, Washington, D.C. 20549, at prescribed  rates.
Please  call  the  SEC at 1-800-SEC-0330 for further  information
about the operation of its public reference room.

     Stock  Market.  Our common stock is listed on the  New  York
Stock  Exchange  and  similar information can  be  inspected  and
copied  at the offices of the New York Stock Exchange,  20  Broad
Street, New York, New York 10005.

     Registration   Statement.   We  have  filed  a  registration
statement  under  the Securities Act of 1933 with  the  SEC  with
respect  to the common stock offered under this prospectus.  This
prospectus  is a part of the registration statement. However,  it
does  not  contain  all  of  the  information  contained  in  the
registration statement and its exhibits. You should refer to  the
registration  statement and its exhibits for further  information
about us and the common stock offered under this prospectus.

     Ennis Information Incorporated By Reference.  The SEC allows
us   to   "incorporate  by  reference"  information   into   this
prospectus,   which   means  that  we  can   disclose   important
information to you by referring you to another document  we  have
filed  separately with the SEC.  The information incorporated  by
reference is deemed to be part of this prospectus, except for any
information that is superseded by information in this prospectus.
This prospectus incorporates by reference the documents set forth
below  that  we  have  previously  filed  with  the  SEC.   These
documents contain important information about us.

     The  following documents, which we have filed with the  SEC,
are hereby incorporated by reference into this prospectus:

     <bullet>  our Annual Report on Form 10-K for the fiscal year
               ended February 29, 2004;

     <bullet>  our  Quarterly Reports on Form 10-Q for the fiscal
               quarters ended May 31, 2004 and August 31, 2004;

     <bullet>  our  Current Reports on Form 8-K filed on June 25,
               2004, July 15, 2004, November 2, 2004 and November
               8, 2004; and

     <bullet>  the  description of our common stock contained  in
               our registration statement filed under Section  12
               of  the  Exchange Act, including any amendment  or
               report   filed   for  purpose  of   updating   the
               description.

     All  documents  that  we file pursuant  to  Sections  13(a),
13(c), 14 or 15(d) of the Exchange Act (i) after the date of  the
initial  registration statement of which this prospectus forms  a
part  and  prior to effectiveness of the registration  statement,
and  (ii)  after  the date of this prospectus and  prior  to  the
termination of the offering of the shares shall be deemed  to  be
incorporated  by reference in this prospectus and to  be  a  part
hereof from the date of filing of such documents.

     You  may  request  a  copy of any or all  of  the  documents
incorporated herein by reference, without cost, by writing us  at
the  following address or telephoning us at 972.775.4801, between
the  hours  of  9:00  a.m. and 5:00 p.m.,  Central  Time:   Harve
Cathey,  Vice  President - Finance, Chief Financial  Officer  and
Secretary,  Ennis,  Inc., 2441 Presidential Parkway,  Midlothian,
Texas 76065.

     We  have  not authorized any dealer, salesman or  any  other
person  to  give  any information or to make any representations,
other  than those contained or incorporated by reference in  this
prospectus.  Any such information or representations must not  be
relied  upon  as  having been authorized by us.  This  prospectus
does  not  constitute an offer to sell or a  solicitation  of  an
offer  to  buy  the  registered shares of  common  stock  in  any
jurisdiction  or  in  any circumstances in  which  the  offer  or
solicitation   is  unlawful.   Neither  the  delivery   of   this
prospectus nor any sale of

                               19

<PAGE>

common stock shall create any implication that there has been  no
change  in our affairs since the date of this prospectus or  that
the  information contained or incorporated by reference  in  this
prospectus is correct as of any time subsequent to that date.



                               20



<PAGE>



                             PART II

           INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution

        The  expenses we expect to incur in connection  with  the
registration of the shares covered by this registration statement
are listed below.  All fees, except the SEC registration fee, are
estimated.

          SEC Registration Fee           $  22,713

          Accounting Fees and Expenses   $   8,000

          Legal Fees and Expenses        $  10,000

          Miscellaneous                  $   2,000

                      Total              $  42,713



Item 15.  Indemnification of Directors and Officers.

Article  2.02-1 of the Texas Business Corporation Act  permits  a
corporation to indemnify certain persons, including officers  and
directors  and  former officers and directors,  and  to  purchase
insurance with respect to liability arising out of their capacity
or status as officers and directors.

Article   Nine   of   the  Registrant's  Restated   Articles   of
Incorporation provides as follows:

"The  Corporation  may  indemnify  any  person  (and  the  heirs,
executors and administrators of such persons) who is, or  was,  a
director, officer or former director, officer, employee or  agent
of  the  Corporation, or any person who may have  served  at  its
request  as  a  director, officer, employee or agent  of  another
corporation,   foreign   or   domestic,   or   any   partnership,
proprietorship,  trust,  association  or  enterprise,  whether  a
profit or non-profit business in which it owned shares of capital
stock  or  other  interest or of which it is a creditor,  against
expenses  actually and necessarily incurred by him in  connection
with the defense of any claim, action, suit or proceeding whether
brought by or in the right of the Corporation and whether  civil,
criminal,  administrative  or  investigative  in  nature,  or  in
connection with any appeal relating thereto, in which he is  made
a  party  or threatened to be made a party by reason of being  or
having  been such director, officer, employee or agent except  in
relation  to  maters  as to which he shall be  adjudged  in  such
action,  suit  or  proceeding  to be  liable  for  negligence  or
misconduct  in  the performance of duty, but such indemnification
shall  not be deemed exclusive of any other rights to which  such
person  may  be  entitled  under any bylaw,  agreement,  vote  of
shareholders or otherwise.

The  Corporation  shall have the power to purchase  and  maintain
insurance on behalf of any such person, or any person  who  is  a
director, officer, employee or agent of the Corporation, or is or
was  serving  at  the request of the Corporation as  a  director,
officer,  employee or agent of another corporation,  partnership,
joint  venture, trust or other enterprise against  any  liability
asserted against him and incurred by him in any capacity  arising
out  of  his status as such whether or not the Corporation  would
have  the  power to indemnify him against such liabilities  under
the provisions of the Texas Business Corporation Act."

In  addition, Article IX of the Registrant's Bylaws, as  amended,
provides that the Registrant shall indemnify any person  who  was
or  is  a  party  or  is threatened to be made  a  party  to  any
threatened,  pending  or completed action,  suit  or  proceeding,
whether  civil,  criminal, administrative  or  investigative,  by
reason of the fact that he is or was serving

                               21
<PAGE>

as  a director or officer of the Registrant or serving as such at
the request of the Registrant as a director or officer of another
corporation in which it owns shares of capital stock or of  which
it is a creditor, against all expenses including attorneys' fees,
judgments,  fines  and  other  amounts  actually  and  reasonably
incurred  by  him  in  connection  with  such  action,  suit   or
proceeding; provided, that he acted in good faith and in a manner
he  reasonably  believed  to be in or not  opposed  to  the  best
interest  of  the  Registrant and, with respect to  any  criminal
action  or  proceeding, had no reasonable cause  to  believe  his
conduct was unlawful; and further provided that there shall be no
indemnification in respect of any claim, issue or  matter  as  to
which  such  person shall have been adjudged  to  be  liable  for
negligence  or misconduct in the performance of his duty  to  the
corporation unless and only to the extent that a court  in  which
such  action or suit was brought shall determine upon application
that,  despite the adjudication of liability but in view  of  all
the  circumstances  of  the  case,  such  person  is  fairly  and
reasonably  entitled  to indemnify for such expenses  which  such
court  shall deem proper. The termination of any action, suit  or
proceeding  by  settlement or its equivalent not amounting  to  a
judgment thereof shall not, of itself, create a presumption  that
the  person  did not act in good faith and in a manner  which  he
reasonably  believed  to  be in or not opposed  to  be  the  best
interests  of the corporation, and, with respect to any  criminal
action  or proceeding, had reasonable cause to believe  that  his
conduct was unlawful.

Any indemnification under the provisions hereof shall be made  by
the  corporation only as authorized in the specific case  upon  a
determination that indemnification of the director or officer  is
proper  in  the  circumstances because he has met the  applicable
standard  of  conduct  of  good  faith  set  forth  above.   Such
determination  shall  be made (1) by the board  of  directors  of
Ennis,  Inc.  by  a  majority  vote of  a  quorum  consisting  of
directors  who  were  not  parties  to  such  action,   suit   or
proceeding, or (2) if such a quorum is not obtainable, or even if
obtainable  a  quorum of disinterested directors so  directs,  by
independent  legal counsel in a written opinion, or  (3)  by  the
stockholders.

In  addition to the power of indemnification set forth above, the
board  of  directors is authorized, on behalf of the corporation,
to purchase and maintain insurance on behalf of any person who is
or   was   a  director,  officer,  employee,  or  agent  of   the
corporation,  or  is  or  was  serving  at  the  request  of  the
corporation as a director, officer, employee, or agent of another
corporation,   partnership,  joint  venture,   trust   or   other
enterprise  against  any  liability  asserted  against  him   and
incurred by him in any such capacity or arising out of his status
as  such;  and  where  such  insurance  has  been  purchased  and
maintained by the corporation but the liability incurred  exceeds
the  applicable  limits of coverage thereof, the corporation  may
reimburse  such  persons  the difference  between  the  liability
incurred and the insurance proceeds received; provided, that  the
indemnification provisions above have been complied with.

The  Registrant has purchased directors' and officers'  liability
insurance.  Subject to conditions, limitations and exclusions  in
the  policy, the insurance covers amounts required to be paid for
a  claim  or claims made against directors and officers  for  any
act,  error,  omission,  misstatement,  misleading  statement  or
breach  of  duty by directors and officers in their  capacity  as
directors and officers of the Registrant.


Item 16.  Exhibits and Financial Statement Schedules.

     (a)    The   following  exhibits  are  filed   herewith   or
incorporated  herein  by reference as part of  this  Registration
Statement:

Exhibit                             Title

    2.1  Agreement and Plan of Merger dated as of June 25,  2004  by
         and among Ennis, Inc., Midlothian Holdings LLC, and Centrum
         Acquisition,  Inc., (incorporated by reference  to  Exhibit
         2.1  to the Registrant's Registration Statement on Form S-4
         (No. 333-118786) filed on September 3, 2004).
    2.2  First Amendment to Agreement and Plan of Merger dated as of
         August  23,  2004  by  and  among Ennis,  Inc.,  Midlothian
         Holdings  LLC, and Centrum Acquisition, Inc., (incorporated
         by   reference   to   Exhibit  2.2  to   the   Registrant's
         Registration  Statement on Form S-4 (No. 333-118786)  filed
         on September 3, 2004).
    5.1  Opinion of Kirkpatrick & Lockhart LLP as to the legality of
         the  shares of common stock registered hereby (to be  filed
         by amendment).
                               22
<PAGE>

   10.1  Registration  Rights Agreement, dated  November  19,  2004,
         among  Ennis,  Inc. and certain principal  shareholders  of
         Centrum Acquisition, Inc. (filed herewith).
   10.2  Registration  Rights  Agreement, dated  November  1,  2004,
         among  Ennis,  Inc.  and Alf R. Bumgardner  and  Marcia  A.
         Bumgardner (filed herewith).
   23.1  Consent of Ernst & Young LLP (filed herewith).
   23.2  Consent  of  Kirkpatrick & Lockhart LLP (to be included  in
         Exhibit 5).
   24.1  Power of Attorney (included on signature page hereto).

Item 17.  Undertakings.

     The undersigned registrant hereby undertakes as follows:

     (1)  The undersigned registrant hereby undertakes:

          (a) To  file,  during  any  period  in which offers or
     sales  are   being  made,  a   post-effective  amendment to
     this  registration statement:

            (i)  To include any  prospectus  required by Section
                 10(a)(3) of  the Securities Act of 1933;

            (ii) To  reflect  in  the  prospectus  any  facts or
                 events  arising after the effective date of the
                 registration  statement  (or  the  most  recent
                 post-effective   amendment    thereof)   which,
                 individually  or  in the aggregate, represent a
                 fundamental change in the information set forth
                 in the registration statement;

           (iii) To   include  any  material   information  with
                 respect  to  the  plan   of  distribution   not
                 previously   disclosed   in   the  registration
                 statement   or   any  material  change  to such
                 information in the registration statement;

     provided,  however, that paragraphs (1)(a)(i) and (1)(a)(ii)
     do not  apply  if the information required to be included in
     a post-effective amendment by those  paragraphs is contained
     in  periodic  reports  filed  with  or   furnished   to  the
     Commission  by  the  Registrant  pursuant  to  Section 13 or
     Section  15(d)  of  the Exchange  Act, that are incorporated
     by  reference in this  Registration Statement.

          (b)  That, for the purpose of determining any liability
     under the  Securities  Act of 1933, each such post-effective
     amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering
     of  such  securities  at that time shall be deemed to be the
     initial bona fide offering thereof.

          (c)  To   remove   from  the registration by means of a
     post-effective   amendment  any   of  the  securities  being
     registered  that  remain  unsold  at  the termination of the
     offering.

     (2)   The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933,  each filing of the registrant's annual report pursuant  to
Section 13(a) or Section 15(d) of the Securities Exchange Act  of
1934  (and, where applicable, each filing of an employee  benefit
plan's  annual report pursuant to Section 15(d) of the Securities
Exchange  Act of 1934) that is incorporated by reference  in  the
registration  statement shall be deemed to be a new  registration
statement  relating to the securities offered  therein,  and  the
offering  of such securities at that time shall be deemed  to  be
the initial bona fide offering thereof.

                               23

<PAGE>

     (3) Insofar as indemnification for liabilities arising under
the Securities Act of 1933, as  amended,  may  be  permitted   to
directors,  officers and controlling persons  of  the  registrant
pursuant   to   the  foregoing  provisions,  or  otherwise,   the
registrant has been advised that in the opinion of the Securities
and  Exchange  Commission such indemnification is against  public
policy  as  expressed in the Securities Act of 1933, as  amended,
and  is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the  payment
by  the  registrant of expenses incurred or paid by  a  director,
officer or controlling person of the registrant in the successful
defense  of any action, suit or proceeding) is asserted  by  such
director,  officer or controlling person in connection  with  the
securities being registered, the registrant will, unless  in  the
opinion of its counsel the matter has been settled by controlling
precedent,  submit  to  a court of appropriate  jurisdiction  the
question  whether  such indemnification by it is  against  public
policy  as  expressed in the Securities Act of 1933, as  amended,
and will be governed by the final adjudication of such issue.

                               24

<PAGE>

                           SIGNATURES

     Pursuant to the requirements of the Securities Act of  1933,
the  Registrant  certifies  that it  has  reasonable  grounds  to
believe that it meets all of the requirements for filing on  Form
S-3  and has duly caused this Registration Statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
the City of Midlothian, State of Texas, on November 24, 2004.

                              Ennis, Inc.



                              By: /s/ Keith S. Walters
                                  -------------------------
                              Keith S. Walters
                              Chairman, CEO and President


                        POWER OF ATTORNEY

     KNOW  ALL  MEN  BY  THESE PRESENTS, that each  person  whose
signature  appears  below  constitutes and  appoints  Michael  D.
Magill  and  Harve Cathey and each of them, his or her  true  and
lawful   attorneys-in-fact  and  agents,  with  full   power   of
substitution and resubstitution, for him and in his  name,  place
and  stead,  in  any  and all capacities, to  sign  any  and  all
amendments to this Registration Statement, and to file the  same,
with  all exhibits thereto, and other documentation in connection
therewith, with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact and  agents  with  full  power  and
authority  to  do  and  perform each  and  every  act  and  thing
requisite  and necessary to be done in or about the premises,  as
fully  to  all intents and purposes as he might or  could  do  in
person,  hereby ratifying and confirming all that said attorneys-
in-fact  and  agents,  or their substitute  or  substitutes,  may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of  1933,
this  Registration  Statement has been signed  by  the  following
persons in the capacities and on the dates indicated.


        Signature                  Title                 Date
        ---------                  -----                 ----
                              Chairman, CEO,
                               President and      November 24, 2004
   /s/ Keith S. Walters          Director
- ------------------------        (Principal
    Keith S. Walters             Executive
                                 Officer)

                             Vice President -
     /s/ Harve Cathey        Finance and Chief    November 24, 2004
- ------------------------         Financial
      Harve Cathey               Officer,
                                 Secretary
                                (Principal
                               Financial and
                                Accounting
                                 Officer)


                                 Director         November __, 2004
    James B. Gardner


   /s/ Ronald M. Graham          Director         November 24, 2004
- ------------------------
    Ronald M. Graham
                               25
<PAGE>



                                 Director         November __, 2004
    Harold W. Hartley


  /s/ Robert L. Mitchell         Director         November 24, 2004
- ------------------------
   Robert L. Mitchell


   /s/ Thomas R. Price           Director         November 24, 2004
- ------------------------
     Thomas R. Price


 /s/ Kenneth G. Pritchett        Director         November 24, 2004
- ------------------------
  Kenneth G. Pritchett


                                 Director         November __, 2004
     James C. Taylor


                                 Director         November __, 2004
    Alejandro Quiroz



                               26
<PAGE>
                          EXHIBIT INDEX

Exhibit                           Title

    2.1  Agreement and Plan of Merger dated as of June 25,  2004
         by  and among Ennis, Inc., Midlothian Holdings LLC, and
         Centrum  Acquisition, Inc., (incorporated by  reference
         to   Exhibit   2.1  to  the  Registrant's  Registration
         Statement  on  Form  S-4  (No.  333-118786)  filed   on
         September 3, 2004).
    2.2  First  Amendment to Agreement and Plan of Merger  dated
         as  of  August  23,  2004  by and  among  Ennis,  Inc.,
         Midlothian Holdings LLC, and Centrum Acquisition, Inc.,
         (incorporated  by  reference  to  Exhibit  2.2  to  the
         Registrant's  Registration Statement on Form  S-4  (No.
         333-118786) filed on September 3, 2004).
    5.1  Opinion  of  Kirkpatrick  &  Lockhart  LLP  as  to  the
         legality  of  the  shares  of common  stock  registered
         hereby (to be filed by amendment).
   10.1  Registration Rights Agreement, dated November 19, 2004,
         among Ennis, Inc. and certain principal shareholders of
         Centrum Acquisition, Inc. (filed herewith).
   10.2  Registration Rights Agreement, dated November 1,  2004,
         among  Ennis, Inc. and Alf R. Bumgardner and Marcia  A.
         Bumgardner (filed herewith).
   23.1  Consent of Ernst & Young LLP (filed herewith).
   23.2  Consent  of  Kirkpatrick & Lockhart  LLP  (included  in
         Exhibit 5).
   24.1  Power of Attorney (included on signature page hereto).








                               27
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exh101.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>


                                                     Exhibit 10.1

                           ENNIS, INC.
                  REGISTRATION RIGHTS AGREEMENT

      THIS  REGISTRATION  RIGHTS AGREEMENT (the  "Agreement")  is
entered  into as of the 19th day of November, 2004, by and  among
Ennis,  Inc.,  a  Texas  corporation (the  "Company"),  and  each
stockholder  of Centrum Acquisition, Inc., a Delaware corporation
("Centrum"),  listed  on  the signature  pages  hereto  (each,  a
"Stockholder" and, collectively, the "Stockholders").

                            RECITALS

     A.    The  Company, Centrum and Midlothian Holdings  LLC,  a
Delaware limited liability company ("Sub"), have entered into  an
Agreement and Plan of Merger (the "Merger Agreement"), dated June
25,  2004,  as amended, pursuant to which Centrum will be  merged
(the  "Merger") with and into Sub and the shares of capital stock
of Centrum held by the Stockholders will be converted into Common
Stock.

     B.   It is a condition to Centrum's obligation to consummate
the Merger Agreement that the Company enter into this Agreement.


                            AGREEMENT

      NOW, THEREFORE, in consideration of the premises, covenants
and  conditions set forth in this Agreement, the parties mutually
agree as follows:

SECTION 1.     GENERAL

     1.1   Definitions.  As used in this Agreement the  following
terms shall have the following respective meanings:

          "Common Stock" means the common stock, $2.50 par value,
     of the Company.

          "Company  Indemnity Agreement" means the Indemnity  and
     Restriction  Agreement  dated  the  date  hereof  among  the
     Holders and the Company.

          "Crabar"    means   Crabar/GBF,   Inc.,   a    Delaware
     corporation.

          "Exchange  Act"  means the Securities Exchange  Act  of
     1934, as amended.

          "Form S-3" means such form under the Securities Act  as
     in  effect  on the date hereof or any successor registration
     form  under the Securities Act subsequently adopted  by  the
     SEC  which permits inclusion or incorporation of substantial
     information  by reference to other documents  filed  by  the
     Company with the SEC.

                                1
<PAGE>
          "Holder"  means any Person owning of record Registrable
     Securities  that  have not been sold to the  public  or  any
     assignee  of  record  of  such  Registrable  Securities   in
     accordance  with  Section  2.8  hereof,  including   without
     limitation  the Stockholders and their respective  permitted
     successors and assigns.

          "Holder  Indemnity Agreement" means the  Indemnity  and
     Restriction  Agreement  dated  the  date  hereof  among  the
     Principal Holders, the Company and Sub.

          "Person"  means  any  individual,  trust,  corporation,
     partnership, limited partnership, limited liability  company
     or other business association or entity, court, governmental
     body or governmental agency.

          "Principal Holders" means Laurence Ashkin, Roger Brown,
     John McLinden and Arthur Slaven.

          "Register," "registered," and "registration" refer to a
     registration effected by preparing and filing a registration
     statement  in  compliance with the Securities Act,  and  the
     declaration   or   ordering   of   effectiveness   of   such
     registration statement or document.

          "Registrable Securities" means Common Stock  issued  to
     the Stockholders in connection with the Merger.

          "Registration   Expenses"  shall  mean   all   expenses
     incurred by the Company in complying with Sections 2.1,  2.2
     and   2.3   hereof,   including,  without  limitation,   all
     registration  and filing fees, printing expenses,  fees  and
     disbursements of counsel for the Company, Blue Sky fees  and
     expenses, the expense of any auditor letter and any  special
     audits incident to or required by any such registration, but
     shall specifically exclude Selling Expenses.

          "Rule  144"  means  Rule  144  promulgated  under   the
     Securities  Act  as  in effect on the  date  hereof  or  any
     successor  rule  or  regulation  under  the  Securities  Act
     subsequently adopted by the SEC.

          "SEC" or "Commission" means the Securities and Exchange
     Commission.

          "Securities Act" shall mean the Securities Act of 1933,
     as amended.

          "Selling   Expenses"   shall  mean   all   underwriting
     discounts  and selling commissions applicable  to  any  sale
     hereunder and all fees and expenses of legal counsel to  the
     Holders.

SECTION 2.     REGISTRATION

    2.1  Required Registration.

         (a)   Registration Statement.  The Company shall use its
commercially reasonable

                                2
<PAGE>
efforts to prepare and file as promptly as practicable after  the
Effective  Time (as defined in the Merger Agreement), but  in  no
event later than fifteen (15) days after the Effective Time, with
the  SEC a registration statement on Form S-3 with respect to the
Registrable  Securities  (the "Registration  Statement")  and  to
effect  all  such  registrations, qualifications and  compliances
(including,    without    limitation,    obtaining    appropriate
qualifications or exemptions under applicable state securities or
"blue   sky"  laws  and  compliance  with  any  other  applicable
governmental  or  securities law requirements or regulations)  as
any  Holder  may  reasonably request and  that  would  permit  or
facilitate the sale of Registrable Securities in the open  market
(provided,  however, that the Company shall not  be  required  in
connection  therewith  to qualify to do business  or  to  file  a
general  consent  to  service of process in  any  such  state  or
jurisdiction), and shall use its commercially reasonable  efforts
so   that   such  Registration  Statement  and  all  other   such
registrations,   qualifications  and   compliances   may   become
effective  no later than sixty (60) days following the  Effective
Time.   Notwithstanding the foregoing, the Company shall  not  be
obligated to effect an underwritten registration statement.

         (b)  Effectiveness, Suspension Right, Lock-Up.

              (i)     The   Company  will  use  its  commercially
reasonable   efforts  to  maintain  the  effectiveness   of   the
Registration   Statement  and  other  applicable   registrations,
qualifications  and  compliances until  the  registration  rights
granted under this Section 2 terminate in accordance with Section
2.5  (the "Registration Effective Period"), and from time to time
will  amend  or  supplement the Registration  Statement  and  the
prospectus  contained therein as and to the extent  necessary  to
comply  with  the  Securities  Act,  the  Exchange  Act  and  any
applicable state securities statute or regulation, subject to the
following limitations and qualifications.

              (ii)   Following the date on which the Registration
Statement  is  first  declared effective,  the  Holders  will  be
permitted  (subject in all cases to Section 2.2 below)  to  offer
and sell Registrable Securities during the Registration Effective
Period  in  the  manner described in the Registration  Statement,
provided  that  the Registration Statement remains effective  and
has not been suspended;

              (iii)  Notwithstanding any other provision of  this
Section  2.1 but subject to Section 2.2, the Company  shall  have
the right at any time (but no more than three times in any twelve-
month  period) to require that all Holders suspend  further  open
market  offers and sales of Registrable Securities whenever,  and
only  if,  in  the reasonable good faith judgment of the  Company
after receipt of advice from outside counsel there is or there is
reasonably   likely  to  be  in  existence  material  undisclosed
information   or  events  with  respect  to  the   Company   (the
"Suspension  Right").   In the event the  Company  exercises  the
Suspension  Right,  such suspension will continue  only  for  the
period of time reasonably necessary for disclosure to occur at  a
time  that  is not detrimental to the Company or its stockholders
or  until  such  time as the information or event  is  no  longer
material  (but in no event more than 30 days), each as determined
in good faith by the Company after receipt of advice from outside
counsel.   The Company will promptly give the Holders  notice  of
any  such  suspension  and  will use all commercially  reasonable
efforts to minimize the length of the suspension.

                                3
<PAGE>
               (iv)  Each  Holder  agrees, if  requested  by  the
Company and an underwriter of a public offering of securities  of
the  Company,  not  to  sell, assign, donate,  pledge,  encumber,
hypothecate, grant an option to or otherwise transfer or  dispose
of,  whether in privately negotiated or open market transactions,
any  Common Stock or other securities of the Company held  by  it
during  a  period  not to exceed one hundred  twenty  (120)  days
following  the  effective  date  of  the  registration  statement
relating to such underwritten public offering, provided that  all
executive  officers and directors of the Company are  subject  to
substantially  identical  restrictions.   Upon  request  of   the
Company,  each Holder will execute an agreement agreeing  to  the
foregoing  and  containing other customary terms and  conditions,
and  the  Company  may  impose  stop-transfer  instructions  with
respect to the shares subject to the foregoing restrictions until
the end of such period.

    2.2    Procedure  for  Sale  of  Shares  under   Registration
Statement.

           (a) Delivery of Prospectus.  For any offer or sale  of
any  of  the  Registrable Securities by a Holder in a transaction
that  is  not  exempt under the Securities Act,  the  Holder,  in
addition  to  complying with any other federal  securities  laws,
shall deliver a copy of the final prospectus (or amendment of  or
supplement  to  such  prospectus) of  the  Company  covering  the
Registrable Securities in the form furnished to the Holder by the
Company to the purchaser of any of the Registrable Securities  on
or   before  the  settlement  date  for  the  purchase  of   such
Registrable Securities.

           (b) Copies of Prospectuses.  The Company shall furnish
to  each  Holder  a  reasonable number of  copies  of  the  final
prospectus (or amendment of or supplement to such prospectus)  of
the  Company  covering  the  Registrable  Securities  as  may  be
necessary  so that, as thereafter delivered to the purchasers  of
such Registrable Securities, such prospectus shall not as of  the
date  of delivery to the Holder include an untrue statement of  a
material  fact  or omit to state a material fact required  to  be
stated  therein or necessary to make the statements  therein  not
misleading  or incomplete in the light of the circumstances  then
existing, in each case exclusive of information supplied by  such
Holder expressly for inclusion in the Registration Statement.

    2.3  Piggyback Registrations.

         (a)  The Company shall notify all Holders in writing  at
least  thirty  (30) days prior to the filing of any  registration
statement  under  the  Securities Act for purposes  of  a  public
offering of securities of the Company (including, but not limited
to,  registration statements relating to offerings of  securities
of  the  Company for the account of stockholders of the  Company,
but   excluding  the  Registration  Statement  and   registration
statements  on  Forms S-4 and S-8) and will offer to  include  in
such  registration  statement all of such Registrable  Securities
held  by  such Holder. If the registration statement under  which
the  Company  gives  notice under this  Section  2.3  is  for  an
underwritten offering, the Company shall so advise the Holders in
such  notice.   Each  Holder desiring  to  include  in  any  such
registration  statement  all  or  any  part  of  the  Registrable
Securities  held  by  it shall, within fifteen  (15)  days  after
receipt of the above-described notice from the Company, so notify
the Company in writing.

         (b)   If  the  registration statement  under  which  the
Company   gives  notice  under  this  Section  2.3  is   for   an
underwritten offering, and the managing underwriters  advise  the
Company in writing that in their opinion the number of securities
requested to be included in such

                                4
<PAGE>
registration  (i) creates a substantial risk that the  price  per
share  in  such  registration will be  materially  and  adversely
affected, or (ii) exceeds the number which can be reasonably sold
in  such offering, then the number of shares that may be included
in  the underwriting shall be allocated, first, to the Company if
the  Company, and not a stockholder, initiated the filing of  the
registration  statement; second, to the Holders  on  a  pro  rata
basis based on the total number of Registrable Securities held by
the  Holders  desiring  to participate in  the  registration  and
underwriting  pursuant  to the terms of  this  Section  2.3;  and
third,  to any other stockholder of the Company participating  in
such  underwritten  offering on a pro rata  basis  based  on  the
number of shares that all such stockholders desire to register.

         (c)   The  Company shall have the right to terminate  or
withdraw any registration initiated by it under this Section  2.3
prior  to the effectiveness of such registration whether  or  not
any  Holder has elected to include Registrable Securities in such
registration.   The  Registration  Expenses  of  such   withdrawn
registration  shall  be borne by the Company in  accordance  with
Section 2.4 hereof.

         (d)   The Holders, as a group, shall be limited to  only
one   right  to  include  Registrable  Securities  in  a  Company
registration  statement under Section 2.3(a).  The Holders  shall
only have the "piggyback" registration rights provided in Section
2.3(a) with respect to the first registration statement for which
the  Company provides notice to the Holders under Section 2.3(a),
and  the Holders' "piggyback" registration rights shall terminate
upon  such  registration  statement  becoming  effective  if  all
Registrable Securities that the Holders have notified the Company
pursuant to Section 2.3(a) they wish to include in a registration
statement  are included; provided, however, that if  the  Holders
are  prevented,  pursuant to Section 2.3(b), from  including  all
Registrable  Securities  that  they  have  notified  the  Company
pursuant to Section 2.3(a) they wish to include in a registration
statement,  the  Holders' "piggyback" registration  rights  shall
remain  in  effect  until  all Registrable  Securities  that  the
Holders have notified the Company pursuant to Section 2.3(a) they
wish to include in a registration statement have been included in
one  or more effective registration statements under this Section
2.3.

     2.4   Expenses of Registration.  Except as provided  herein,
all   Registration  Expenses  incurred  in  connection  with  any
registration, qualification or compliance pursuant to Section 2.1
or  any  registration under Section 2.3 herein shall be borne  by
the Company. All Selling Expenses incurred in connection with any
registrations  hereunder shall be borne by  the  holders  of  the
securities so registered pro rata on the basis of the  number  of
shares so registered.

     2.5   Termination of Registration Rights.  All  registration
rights granted under this Section 2 shall terminate and be of  no
further  force and effect as to any Holder at such time  as  such
Holder  is free to sell all Registrable Securities held  by  such
Holder pursuant to paragraph (k) of Rule 144 under the Securities
Act  or a comparable exemption from registration that enables the
Holder  to  sell all Registrable Securities held by  such  Holder
without registration and without restriction as to the manner  of
sale or otherwise.

     2.6   Delay  of  Registration; Furnishing  Information.   It
shall  be a condition precedent to the obligations of the Company
to  take  any  action pursuant to Section 2.1  or  2.3  that  the
selling  Holders  shall furnish to the Company  such  information
regarding themselves, the

                                5
<PAGE>
Registrable  Securities held by them and the intended  method  of
disposition of such securities as reasonably shall be required to
effect the registration of their Registrable Securities.

     2.7    Indemnification.   In  the  event   any   Registrable
Securities are included in a registration statement under Section
2.1  or 2.3 or in the registration statement on Form S-4 relating
to the Merger:

            (a) To  the extent permitted by law, the Company will
indemnify  and hold harmless each Holder, the partners,  members,
officers  and  directors  of  each Holder,  any  underwriter  (as
defined  in  the  Securities Act) and each person,  if  any,  who
controls  such  Holder or underwriter within the meaning  of  the
Securities  Act or the Exchange Act, against any losses,  claims,
damages,  or  liabilities (joint or several) to  which  they  may
become  subject  under the Securities Act, the  Exchange  Act  or
other  federal  or  state law, insofar as  such  losses,  claims,
damages or liabilities (or actions in respect thereof) arise  out
of  or  are based upon any of the following statements, omissions
or  violations (collectively a "Violation") by the  Company:  (i)
any  untrue  statement or alleged untrue statement of a  material
fact  contained  in  such registration statement,  including  any
preliminary prospectus or final prospectus contained  therein  or
any  amendments  or  supplements thereto, (ii)  the  omission  or
alleged omission to state therein a material fact required to  be
stated  therein, or necessary to make the statements therein  not
misleading,  or (iii) any violation or alleged violation  by  the
Company  of  the  Securities Act, the  Exchange  Act,  any  state
securities  law or any rule or regulation promulgated  under  the
Securities Act, the Exchange Act or any state securities  law  in
connection   with  the  offering  covered  by  such  registration
statement; and the Company will promptly reimburse to  each  such
Holder,  partner,  member,  officer,  director,  underwriter   or
controlling  person  for any legal or other  expenses  reasonably
incurred  by  them in connection with investigating or  defending
any  such  loss,  claim, damage, liability  or  action;  provided
however,  that the Company shall not be liable in any  such  case
for  any  such  loss, claim, damage, liability or action  to  the
extent  that it arises out of or is based upon a Violation  which
occurs  in  reliance  upon  and  in conformity  with  information
furnished  expressly for use in connection with such registration
or  for incorporation by reference in such registration statement
by  Centrum,  Crabar  or such Holder, partner,  member,  officer,
director,  underwriter or controlling person of  such  Holder  in
writing;   and   provided   further  that   the   indemnification
obligations  of  the  Company under this  Section  2.7  shall  be
subject  to  the  procedures and the  monetary,  time  and  other
limitations  and terms and conditions set forth  in  the  Company
Indemnity Agreement.

         (b)   To  the  extent permitted by law,  each  Principal
Holder severally and jointly will, if Registrable Securities held
by  any  Holder are included in the securities as to  which  such
registration  is being effected, indemnify and hold harmless  the
Company, each of its directors, its officers and each person,  if
any,  who  controls  the  Company  within  the  meaning  of   the
Securities  Act,  any  underwriter and any other  Holder  selling
securities under such registration statement or any of such other
Holder's  partners, members, directors or officers or any  person
who controls such Holder, against any losses, claims, damages  or
liabilities (joint or several) to which the Company or  any  such
director, officer, controlling person, underwriter or such  other
Holder,  or  partner,  member, director, officer  or  controlling
person  of  such  other  Holder  may  become  subject  under  the
Securities  Act, the Exchange Act or other federal or state  law,
insofar  as  such  losses,  claims, damages  or  liabilities  (or
actions in respect thereto) arise out of or are based upon any

                                6
<PAGE>
Violation,  in each case to the extent (and only to  the  extent)
that  such  Violation occurs in reliance upon and  in  conformity
with  information furnished by Centrum, Crabar or any  Holder  in
writing to the Company expressly for use in connection with  such
registration   or   for  incorporation  by  reference   in   such
registration  statement; and each Principal Holder severally  and
jointly  will  promptly  reimburse to the  Company  or  any  such
director,  officer,  controlling  person,  underwriter  or  other
Holder,  or  partner,  member, officer, director  or  controlling
person   of  such  other  Holder  any  legal  or  other  expenses
reasonably   incurred   by   such  party   in   connection   with
investigating   or  defending  any  such  loss,  claim,   damage,
liability or action if it is judicially determined that there was
such  a  Violation;  provided, however, that the  indemnification
obligations of the Principal Holders under this Section 2.7 shall
be  subject  to the procedures and the monetary, time  and  other
limitations  and  terms and conditions set forth  in  the  Holder
Indemnity Agreement.

           (c)  If  the  indemnification  provided  for  in  this
Section  2.7 is held by a court of competent jurisdiction  to  be
unavailable  to an indemnified party with respect to any  losses,
claims,   damages  or  liabilities  referred   to   herein,   the
indemnifying  party,  in  lieu of indemnifying  such  indemnified
party thereunder, shall to the extent permitted by applicable law
contribute  to  the  amount paid or payable by  such  indemnified
party  as  a  result of such loss, claim, damage or liability  in
such  proportion as is appropriate to reflect the relative  fault
of  the indemnifying party on the one hand and of the indemnified
party  on  the  other  in connection with the  Violation(s)  that
resulted in such loss, claim, damage or liability, as well as any
other  relevant equitable considerations. The relative  fault  of
the  indemnifying  party and of the indemnified  party  shall  be
determined by a court of law by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact
or  the  omission to state a material fact relates to information
supplied  by  the indemnifying party or by the indemnified  party
and   the   parties'  relative  intent,  knowledge,   access   to
information and opportunity to correct or prevent such  statement
or  omission; provided, that the contribution obligations of  the
Company and the Principal Holders under this Section 2.7(c) shall
be  subject  to the procedures and the monetary, time  and  other
limitations  and terms and conditions set forth  in  the  Company
Indemnity   Agreement   and  the  Holder   Indemnity   Agreement,
respectively.

           (d) The  obligations  of  the  Company  and  Principal
Holders  under this Section 2.7 shall survive completion  of  any
offering  of  Registrable Securities in a registration  statement
and  the termination of this Agreement, subject to the terms  and
conditions  of  the Company Indemnity Agreement  and  the  Holder
Indemnity Agreement, respectively.

     2.8  Assignment of Registration Rights.  The rights to cause
the  Company to register Registrable Securities pursuant to  this
Section  2  may  be  assigned  by a Holder  to  a  transferee  of
Registrable  Securities that is:  (a) the estate of such  Holder,
or  the spouse, siblings or lineal descendants of such Holder, or
such  Holder's spouse's siblings or lineal descendants or  trusts
for  the  benefit  of  any  of  the foregoing;  (b)  a  trust  or
individual  who or which, directly or indirectly through  one  or
more  intermediaries,  is controlled by or under  common  control
with  such  Holder  or  which controls,  directly  or  indirectly
through one or more intermediaries, such Holder; (c) a trust  for
the  benefit  of  any of the foregoing; or (d) any  other  lawful
transferee  of  all,  but not less than  all,  of  such  Holder's
Registrable  Securities; provided, however,  (i)  the  transferor
shall,  within ten (10) days after such transfer, furnish to  the
Company written notice of the name and

                                7
<PAGE>
address  of  such transferee or assignee and the securities  with
respect to which such registration rights are being assigned  and
(ii)  such  transferee shall agree to become a party  to  and  be
subject  to  all  restrictions set forth in this Agreement.   For
purposes  of  this Section 2.8, the terms "control", "controlled"
and "common control with" mean the ability, whether by the direct
or  indirect  ownership  of  voting securities  or  other  equity
interest,  by contract or otherwise, to elect a majority  of  the
directors  of  a corporation, to select the managing  or  general
partner of a partnership or limited partnership, respectively, or
otherwise  to  select  a  majority of  those  persons  exercising
governing   authority   over  an  entity.   Notwithstanding   the
foregoing  and  for the avoidance of doubt, a pledge,  collateral
assignment  or other similar arrangement shall not be  restricted
under this Agreement in any manner and neither the Holder nor the
secured  party  (or  creditor) party to such  pledge,  collateral
assignment  or  other similar arrangement shall  be  required  to
comply  with the provisions of the immediately preceding  proviso
in   the  absence  of  a  foreclosure  or  other  realization  of
collateral with respect to such pledge, collateral assignment  or
other similar arrangement.

     2.9   Rule  144 Reporting.  With a view to making  available
the  benefits of certain rules and regulations of the  Commission
which  may  at  any  time  permit the  sale  of  the  Registrable
Securities to the public without registration, at all  times  the
Company agrees to:

           (a) make  and  keep public information  available,  as
those  terms  are understood and defined in Rule  144  under  the
Securities Act;

           (b) use  its best efforts to file with the  Commission
in  a  timely manner all reports and other documents required  of
the Company under the Securities Act and the Exchange Act; and

           (c) furnish  to  each Holder promptly upon  request  a
written  statement by the Company as to its compliance  with  the
reporting requirements of such Rule 144 and of the Securities Act
and  the  Exchange  Act,  a copy of the  most  recent  annual  or
quarterly  report  of  the Company, and such  other  reports  and
documents  so filed by the Company as such holder may  reasonably
request  in  availing  itself of any rule or  regulation  of  the
Commission   allowing  such  holder  to  sell   any   Registrable
Securities without registration.

     2.10  Representation  and Warranties of  the  Company.   The
Company represents and warrants as follows:

           (a) The  execution, delivery and performance  of  this
Agreement  by  the  Company have been  duly  authorized  by;  all
requisite corporate action and will not violate any provision  of
law,  any   order  of  any court or other agency  of  government,
Certificate  of  Incorporation of the Company or By-laws  of  the
Company  or  any provision of any indenture, agreement  or  other
instrument  to  which it or any of its properties  or  assets  is
bound,  conflict with, result in a breach of or constitute  (with
due  notice  or lapse of time or both) a default under  any  such
indenture,  agreement  or  other  instrument  or  result  in  the
creation or imposition of any lien, charge or encumbrance of  any
nature  whatsoever upon any of the properties or  assets  of  the
Company.

           (b)  This   Agreement  has  been  duly  executed   and
delivered  by  the Company and constitutes the legal,  valid  and
binding obligation of the Company, enforceable in accordance

                                8
<PAGE>
with  its  terms  except  as enforceability  may  be  limited  by
bankruptcy,  insolvency,  reorganization,  moratorium  or   other
similar  laws affecting the enforcement of creditors'  rights  in
general  and  subject to general principles of equity (regardless
of  whether such enforceability is considered in a proceeding  in
equity or at law) and except as the provisions of Section 2.7 may
be deemed to conflict with public policy.

SECTION 3.     MISCELLANEOUS

     3.1  Governing Law.  This Agreement shall be governed by and
construed  under the laws of the State of Delaware as applied  to
agreements  among  Delaware residents  entered  into  and  to  be
performed entirely within Delaware.

     3.2   Successors and Assigns.  Except as otherwise expressly
provided herein, the provisions hereof shall inure to the benefit
of,   and  be  binding  upon,  the  successors,  assigns,  heirs,
executors,  and  administrators of the parties hereto;  provided,
however,  that  prior to the receipt by the  Company  of  written
notice  of  the transfer of any Registrable Securities specifying
the full name and address of the transferee, the Company may deem
and  treat the person listed as the holder of such shares in  its
records  as the absolute owner and holder of such shares for  all
purposes,  including the payment of dividends or  any  redemption
price.

     3.3   Entire Agreement.  This Agreement constitutes the full
and  entire understanding and agreement between the parties  with
regard  to the subject matter hereof and no party shall be liable
or  bound  to any other in any manner with regard to the  subject
matter  hereof by any representations, warranties, covenants  and
agreements except as specifically set forth herein and therein.

     3.4   Severability.  In case any provision of the  Agreement
shall  be  invalid,  illegal,  or  unenforceable,  the  validity,
legality,  and  enforceability of the remaining provisions  shall
not in any way be affected or impaired thereby.

     3.5  Amendment and Waiver.

          (a)  This  Agreement may be amended  or  modified  only
upon  the  written consent of the Company and the Holders  of  at
least   two-thirds  (66  2/3%)  of  the  Registrable  Securities,
including all of the Principal Holders.

          (b)  The  obligations of the Company and the rights  of
the  Holders  under this Agreement may be waived  only  with  the
written  consent  of the Holders of at least sixty-six  and  two-
thirds percent (66 2/3%) of the Registrable Securities.

     3.6   Delays  or Omissions.  It is agreed that no  delay  or
omission to exercise any right, power, or remedy accruing to  any
Holder,  upon any breach, default or noncompliance of the Company
under  this  Agreement  shall impair any such  right,  power,  or
remedy,  nor  shall it be construed to be a waiver  of  any  such
breach, default or noncompliance, or any acquiescence therein, or
of  any  similar  breach,  default  or  noncompliance  thereafter
occurring. It is further agreed that any waiver, permit, consent,
or approval of any kind or character on any Holder's

                                9
<PAGE>
part  of any breach, default or noncompliance under the Agreement
or  any  waiver  on  such  Holder's part  of  any  provisions  or
conditions  of  this Agreement must be in writing  and  shall  be
effective  only  to  the extent specifically set  forth  in  such
writing.  All remedies, either under this Agreement, by  law,  or
otherwise  afforded  to  Holders, shall  be  cumulative  and  not
alternative.

     3.7   Notices.  All notices, requests, claims,  demands  and
other  communications hereunder shall be in writing and shall  be
given by delivery by hand, by mail (registered or certified mail,
postage  prepaid,  return  receipt  requested)  or  by  telex  as
follows:

          If to the Company:

               Ennis, Inc.
               2441 Presidential Pkwy
               Midlothian, TX  76065
               Attention:  Keith S. Walters
                    Chairman, President and CEO
               Telecopy:  (972) 775.9820

           and  an  additional  copy  to  (but  which  shall  not
constitute notice to Company):

               Kirkpatrick & Lockhart LLP
               2828 N. Harwood Street
               Suite 1800
               Dallas, Texas  75201
               Attention:  Norman R. Miller, Esq.
               Telecopy:  (214) 939-4949

          If to the Holders (on behalf of all Holders):

               c/o Centrum Properties, Inc.
               225 W. Hubbard St, Suite 4th Fl.
               Chicago, IL  60606
               Attention:  John McLinden
               Telecopy: (312) 832-2525

     with  a  copy to (but which shall not constitute  notice  to
Holders):

               Gardner Carton & Douglas LLP
               191 N. Wacker Drive
               Suite 3700
               Chicago, Illinois  60606-1698
               Attention:  Kenneth Hartmann, Esq.
               Telecopy:  (312) 569-3000

     or  to such other address as any party may have furnished to
the other in writing in accordance herewith.

                               10
<PAGE>
     3.8   Titles and Subtitles.  The titles of the sections  and
subsections  of this Agreement are for convenience  of  reference
only and are not to be considered in construing this Agreement.

     3.9   Counterparts.  This Agreement may be executed  in  any
number  of counterparts, each of which shall be an original,  but
all of which together shall constitute one instrument.

     3.10   Aggregation  of  Stock.   All  of   the   Registrable
Securities  held  or acquired by affiliated entities  or  persons
shall  be aggregated together for the purpose of determining  the
availability of any rights under this Agreement.





                               11
     <PAGE>
      IN  WITNESS WHEREOF, the parties hereto have executed  this
REGISTRATION  RIGHTS AGREEMENT as of the date set  forth  in  the
first paragraph hereof.

COMPANY:                         HOLDERS:

ENNIS, INC.
                                 /s/ Laurence Ashkin
                                 Laurence Ashkin
By:   /s/ Keith S. Walters
Name: Keith S. Walters
Title: Chairman, President and   /s/ Roger Brown
       CEO                       Roger Brown



                                 /s/ Arthur Slaven
                                 Arthur Slaven



                                 /s/ John McLinden
                                 John McLinden



                                 /s/ Jane Slaven
                                 Jane Slaven



                                 /s/ Barbara S. McLinden
                                 Barbara S. McLinden, as Trustee
                                 of the Barbara S. McLinden 2004
                                 Trust


                               12
<PAGE>


                                 /s/ Laurence Ashkin
                                 Laurence Ashkin, as Trustee of
                                 the Evan Ashkin Trust


                                 /s/ Laurence Ashkin
                                 Laurence Ashkin, as Trustee of
                                 the Gary Ashkin Trust


                                 /s/ Laurence Ashkin
                                 Laurence Ashkin, as Trustee of
                                 the Nancy Smith Trust


                                 /s/ Arthur Slaven
                                 Arthur Slaven, as Trustee of
                                 the Michael Slaven Trust


                                 /s/ Arthur Slaven
                                 Arthur Slaven, as Trustee of
                                 the Peter L. Slaven Grantor
                                 Trust







                               13
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exh102.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>



                                                     Exhibit 10.2

                           ENNIS, INC.
                  REGISTRATION RIGHTS AGREEMENT

     THIS  REGISTRATION  RIGHTS AGREEMENT  (the  "Agreement")  is
entered into as of November 1, 2004, by and among Ennis, Inc.,  a
Texas  corporation  (the "Company"), and Alf  R.  Bumgardner  and
Marcia  A. Bumgardner, individuals who are husband and  wife  and
each   a   resident   of   Texas  (each,  a  "Stockholder"   and,
collectively, the "Stockholders").

                            RECITALS

     A.    The  Company,  the Stockholders,  and  Royal  Business
Forms,  Inc., a Texas corporation ("Royal"), have entered into  a
Stock Purchase Agreement dated as of November 1, 2004 (the "Stock
Purchase Agreement"), pursuant to which the Company will purchase
all  the outstanding capital stock of Royal from the Stockholders
in exchange for Common Stock (the "Stock Purchase").

     B.    It  is  a condition to the Stockholders obligation  to
consummate  the Stock Purchase Agreement that the  Company  enter
into this Agreement.

     C.    The  Company,  Centrum Acquisition, Inc.,  a  Delaware
corporation ("Centrum"), and Midlothian Holdings LLC, a  Delaware
limited liability company ("Sub"), have entered into an Agreement
and Plan of Merger (the "Merger Agreement"), dated June 25, 2004,
pursuant to which Centrum will be merged (the "Merger") with  and
into  Sub and the shares of capital stock of Centrum held by  the
Centrum's stockholders will be converted into Common Stock.

     D.    This Registration Agreement is intended to include the
Stockholders'   Registrable  Securities   in   the   registration
contemplated  by  the  Merger Agreement,  but  in  any  case,  to
register  the Stockholders' Registrable Securities no later  than
sixty days after the date this Agreement.

                            AGREEMENT

     NOW,  THEREFORE, in consideration of the premises, covenants
and  conditions set forth in this Agreement, the parties mutually
agree as follows:

SECTION 1.  GENERAL

     1.1   Definitions.  As used in this Agreement the  following
terms shall have the following respective meanings:

          "Common Stock" means the common stock, $2.50 par value,
     of the Company.

          "Exchange  Act"  means the Securities Exchange  Act  of
     1934, as amended.

          "Form S-3" means such form under the Securities Act  as
     in  effect  on the date hereof or any successor registration
     form under the Securities Act subsequently adopted

                                1

<PAGE>

     by  the  SEC  which  permits inclusion or  incorporation  of
     substantial  information  by reference  to  other  documents
     filed by the Company with the SEC.

          "Holder"  means any Person owning of record Registrable
     Securities  that  have not been sold to the  public  or  any
     assignee  of  record  of  such  Registrable  Securities   in
     accordance  with  Section  2.8  hereof,  including   without
     limitation  the Stockholders and their respective  permitted
     successors and assigns.

          "Person"  means  any  individual,  trust,  corporation,
     partnership, limited partnership, limited liability  company
     or other business association or entity, court, governmental
     body or governmental agency.

          "Register," "registered," and "registration" refer to a
     registration effected by preparing and filing a registration
     statement  in  compliance with the Securities Act,  and  the
     declaration   or   ordering   of   effectiveness   of   such
     registration statement or document.

          "Registrable Securities" means Common Stock  issued  to
     the Stockholders in connection with the Stock Purchase.

          "Registration   Expenses"  shall  mean   all   expenses
     incurred by the Company in complying with Sections 2.1,  2.2
     and   2.3   hereof,   including,  without  limitation,   all
     registration  and filing fees, printing expenses,  fees  and
     disbursements of counsel for the Company, Blue Sky fees  and
     expenses, the expense of any auditor letter and any  special
     audits incident to or required by any such registration, but
     shall specifically exclude Selling Expenses.

          "Rule  144"  means  Rule  144  promulgated  under   the
     Securities  Act  as  in effect on the  date  hereof  or  any
     successor  rule  or  regulation  under  the  Securities  Act
     subsequently adopted by the SEC.

          "SEC" or "Commission" means the Securities and Exchange
     Commission.

          "Securities Act" shall mean the Securities Act of 1933,
     as amended.

          "Selling   Expenses"   shall  mean   all   underwriting
     discounts  and selling commissions applicable  to  any  sale
     hereunder and all fees and expenses of legal counsel to  the
     Holders.

SECTION 2.  REGISTRATION

     2.1  Required Registration.

          (a)   Registration Statement.  The Company will include
the  Registrable Securities of the Holders in its filing  of  the
registration statement under the Securities Act pursuant  to  the
Merger   Agreement.   The  Company  shall  use  its  commercially
reasonable efforts to prepare and file as promptly as practicable
after the consummation of the Merger, but in no event later  than
sixty  days  from  the  date  of  this  Agreement  (even  if   no
registration   statement  is  filed  pursuant   to   the   Merger
Agreement),  and to effect all such registrations, qualifications
and compliances

                                2

<PAGE>

(including,    without    limitation,    obtaining    appropriate
qualifications or exemptions under applicable state securities or
"blue   sky"  laws  and  compliance  with  any  other  applicable
governmental  or  securities law requirements or regulations)  as
any  Holder  may  reasonably request and  that  would  permit  or
facilitate the sale of Registrable Securities in the open  market
(provided,  however, that the Company shall not  be  required  in
connection  therewith  to qualify to do business  or  to  file  a
general  consent  to  service of process in  any  such  state  or
jurisdiction).  Notwithstanding the foregoing, the Company  shall
not   be   obligated  to  effect  an  underwritten   registration
statement.

          (b)  Effectiveness; Suspension Right; Lock-Up.

               (i)     The  Company  will  use  its  commercially
reasonable   efforts  to  maintain  the  effectiveness   of   the
Registration   Statement  and  other  applicable   registrations,
qualifications  and  compliances until  the  registration  rights
granted under this Section 2 terminate in accordance with Section
2.5  (the "Registration Effective Period"), and from time to time
will  amend  or  supplement the Registration  Statement  and  the
prospectus  contained therein as and to the extent  necessary  to
comply  with  the  Securities  Act,  the  Exchange  Act  and  any
applicable state securities statute or regulation, subject to the
following limitations and qualifications.

               (ii)  Following the date on which the Registration
Statement  is  declared effective, the Holders will be  permitted
(subject  in  all cases to Section 2.2 below) to offer  and  sell
Registrable  Securities during the Registration Effective  Period
in  the  manner described in the Registration Statement, provided
that  the  Registration Statement remains effective and  has  not
been suspended.

               (iii) Notwithstanding any other provision of  this
Section  2.1, but subject to Section 2.2, the Company shall  have
the right at any time (but no more than three times in any twelve-
month  period) to require that all Holders suspend  further  open
market  offers and sales of Registrable Securities whenever,  and
only  if,  in  the reasonable good faith judgment of the  Company
after receipt of advice from outside counsel there is or there is
reasonably   likely  to  be  in  existence  material  undisclosed
information   or  events  with  respect  to  the   Company   (the
"Suspension  Right").   In the event the  Company  exercises  the
Suspension  Right,  such suspension will continue  only  for  the
period of time reasonably necessary for disclosure to occur at  a
time  that  is not detrimental to the Company or its stockholders
or  until  such  time as the information or event  is  no  longer
material  (but in no event more than 30 days), each as determined
in good faith by the Company after receipt of advice from outside
counsel.   The Company will promptly give the Holders  notice  of
any  such  suspension  and  will use all commercially  reasonable
efforts to minimize the length of the suspension.

               (iv)   Each  Holder  agrees, if requested  by  the
Company and an underwriter of a public offering of securities  of
the  Company,  not  to  sell, assign, donate,  pledge,  encumber,
hypothecate, grant an option to or otherwise transfer or  dispose
of,  whether in privately negotiated or open market transactions,
any  Common Stock or other securities of the Company held  by  it
during  a  period  not to exceed one hundred  twenty  (120)  days
following  the  effective  date  of  the  registration  statement
relating to such underwritten public offering, provided that  all
executive  officers and directors of the Company are  subject  to
substantially  identical  restrictions.   Upon  request  of   the
Company,  each Holder will execute an agreement agreeing  to  the
foregoing

                                3

<PAGE>

and  containing  other customary terms and  conditions,  and  the
Company may impose stop-transfer instructions with respect to the
shares  subject to the foregoing restrictions until  the  end  of
such period.

     2.2    Procedure  for  Sale  of  Shares  under  Registration
Statement.

          (a)  Delivery of Prospectus.  For any offer or sale  of
any  of  the  Registrable Securities by a Holder in a transaction
that  is  not  exempt under the Securities Act,  the  Holder,  in
addition  to  complying with any other federal  securities  laws,
shall deliver a copy of the final prospectus (or amendment of  or
supplement  to  such  prospectus) of  the  Company  covering  the
Registrable Securities in the form furnished to the Holder by the
Company to the purchaser of any of the Registrable Securities  on
or   before  the  settlement  date  for  the  purchase  of   such
Registrable Securities.

          (b)  Copies of Prospectuses.  The Company shall furnish
to  each  Holder  a  reasonable number of  copies  of  the  final
prospectus (or amendment of or supplement to such prospectus)  of
the  Company  covering  the  Registrable  Securities  as  may  be
necessary  so that, as thereafter delivered to the purchasers  of
such Registrable Securities, such prospectus shall not as of  the
date  of delivery to the Holder include an untrue statement of  a
material  fact  or omit to state a material fact required  to  be
stated  therein or necessary to make the statements  therein  not
misleading  or incomplete in the light of the circumstances  then
existing, in each case exclusive of information supplied by  such
Holder expressly for inclusion in the Registration Statement.

     2.3   Termination of Registration.  The Company  shall  have
the right to terminate or withdraw any registration initiated  by
it   under  Section  2.1  prior  to  the  effectiveness  of  such
registration  whether or not any Holder has  elected  to  include
Registrable  Securities in such registration.   The  Registration
Expenses  of  such withdrawn registration shall be borne  by  the
Company in accordance with Section 2.4 hereof.

     2.4   Expenses of Registration.  Except as provided  herein,
all   Registration  Expenses  incurred  in  connection  with  any
registration, qualification or compliance pursuant to Section 2.1
or Section 2.3 herein shall be borne by the Company.  All Selling
Expenses  incurred in connection with any registrations hereunder
shall be borne by the holders of the securities so registered pro
rata on the basis of the number of shares so registered.

     2.5   Termination of Registration Rights.  All  registration
rights granted under this Section 2 shall terminate and be of  no
further  force and effect as to any Holder at such time  as  such
Holder  is free to sell all Registrable Securities held  by  such
Holder pursuant to paragraph (k) of Rule 144 under the Securities
Act  or a comparable exemption from registration that enables the
Holder  to  sell all Registrable Securities held by  such  Holder
without registration and without restriction as to the manner  of
sale or otherwise.

     2.6   Delay  of  Registration; Furnishing  Information.   It
shall  be a condition precedent to the obligations of the Company
to  take  any  action pursuant to Section 2.1  that  the  selling
Holders  shall furnish to the Company such information  regarding
themselves,  the  Registrable Securities held  by  them  and  the
intended  method of disposition of such securities as  reasonably
shall be required to effect the registration of their Registrable
Securities.

                                4

<PAGE>

     2.7    Indemnification.   In  the  event   any   Registrable
Securities are included in a registration statement under Section
2.1:

          (a)   To the extent permitted by law, the Company  will
indemnify  and  hold  harmless each Holder  against  any  losses,
claims, damages, or liabilities (joint or several) to which  they
may become subject under the Securities Act, the Exchange Act  or
other  federal  or  state law, insofar as  such  losses,  claims,
damages or liabilities (or actions in respect thereof) arise  out
of  or  are based upon any of the following statements, omissions
or  violations (collectively a "Violation") by the  Company:  (i)
any  untrue  statement or alleged untrue statement of a  material
fact  contained  in  such registration statement,  including  any
preliminary prospectus or final prospectus contained  therein  or
any  amendments  or  supplements thereto, (ii)  the  omission  or
alleged omission to state therein a material fact required to  be
stated  therein, or necessary to make the statements therein  not
misleading,  or (iii) any violation or alleged violation  by  the
Company  of  the  Securities Act, the  Exchange  Act,  any  state
securities  law or any rule or regulation promulgated  under  the
Securities Act, the Exchange Act or any state securities  law  in
connection   with  the  offering  covered  by  such  registration
statement; and the Company will promptly reimburse to  each  such
Holder  for  any legal or other expenses reasonably  incurred  by
them in connection with investigating or defending any such loss,
claim,  damage, liability or action; provided however,  that  the
Company  shall not be liable in any such case for any such  loss,
claim,  damage, liability or action to the extent that it  arises
out of or is based upon a Violation which occurs in reliance upon
and in conformity with information furnished expressly for use in
connection  with  such  registration  or  for  incorporation   by
reference  in such registration statement by the Stockholders  or
such Holder in writing.

          (b)   To  the extent permitted by law, each Stockholder
severally and jointly will, if Registrable Securities held by any
Holder   are  included  in  the  securities  as  to  which   such
registration  is being effected, indemnify and hold harmless  the
Company, each of its directors, its officers and each person,  if
any,  who  controls  the  Company  within  the  meaning  of   the
Securities  Act,  any  underwriter and any other  Holder  selling
securities under such registration statement, against any losses,
claims,  damages or liabilities (joint or several) to  which  the
Company  or  any  such  director,  officer,  controlling  person,
underwriter  or  such other Holder may become subject  under  the
Securities  Act, the Exchange Act or other federal or state  law,
insofar  as  such  losses,  claims, damages  or  liabilities  (or
actions  in respect thereto) arise out of or are based  upon  any
Violation,  in each case to the extent (and only to  the  extent)
that  such  Violation occurs in reliance upon and  in  conformity
with  information  furnished the Stockholders or  any  Holder  in
writing to the Company expressly for use in connection with  such
registration   or   for  incorporation  by  reference   in   such
registration  statement;  and  each  Stockholder  severally   and
jointly  will  promptly  reimburse to the  Company  or  any  such
director,  officer,  controlling  person,  underwriter  or  other
Holder  any legal or other expenses reasonably incurred  by  such
party  in  connection with investigating or  defending  any  such
loss,  claim,  damage, liability or action if  it  is  judicially
determined that there was such a Violation.

          (c)   If  the  indemnification  provided  for  in  this
Section  2.7 is held by a court of competent jurisdiction  to  be
unavailable  to an indemnified party with respect to any  losses,
claims,   damages  or  liabilities  referred   to   herein,   the
indemnifying  party,  in  lieu of indemnifying  such  indemnified
party thereunder, shall to the extent permitted by applicable law
contribute  to  the  amount paid or payable by  such  indemnified
party as a result of such loss, claim, damage or

                                5

<PAGE>

liability  in  such proportion as is appropriate to  reflect  the
relative fault of the indemnifying parry on the one hand  and  of
the  indemnified  party  on  the other  in  connection  with  the
Violations)  that  resulted  in  such  loss,  claim,  damage   or
liability,   as   welt   as   any   other   relevant    equitable
considerations.  The relative fault of the indemnifying party and
of the indemnified party shall be determined by a court of law by
reference  to, among other things, whether the untrue or  alleged
untrue  statement of a material fact or the omission to  state  a
material fact relates to information supplied by the indemnifying
party  or  by  the  indemnified party and the  parties'  relative
intent,  knowledge,  access  to information  and  opportunity  to
correct or prevent such statement or omission.

          (d)   The  obligations of the Company and  Stockholders
under  this Section 2.7 shall survive completion of any  offering
of  Registrable  Securities in a registration statement  and  the
termination of this Agreement.

          (e)  Promptly after receipt by an Indemnified Party  of
notice  of  the  commencement  or of  any  action  or  proceeding
involving  a  claim referred to in the preceding subdivisions  of
this  Section 2.7, such indemnified party shall, if  a  claim  in
respect thereof is to be made against a party required to provide
indemnification,  give  written  notice  to  the  latter  of  the
commencement of such action; provided, however, that the  failure
of  any indemnified party to give notice as provided herein shall
not  relieve the indemnifying party of its obligation  under  the
preceding subdivisions of this Section 2.7, except to the  extent
that  the  indemnifying  party  is actually  prejudiced  by  such
failure  to  give  notice.  In case any such  action  is  brought
against  an  indemnified party, the indemnifying party  shall  be
entitled  to  participate in and to assume the  defense  thereof,
jointly  with any other indemnifying party similarly notified  to
the extent that it may wish, with counsel reasonably satisfactory
to such indemnified party, and after notice from the indemnifying
party to such indemnified party of its election so to assume  the
defense  thereof, the indemnifying party shall not be  liable  to
such   indemnified  party  for  any  legal  or   other   expenses
subsequently  incurred  by  the latter  in  connection  with  the
defense thereof other than reasonable costs of investigation.  In
any  such proceeding, any indemnified party shall have the  right
to  retain  its  own counsel, but the fees and expenses  of  such
counsel shall be at the expense of such indemnified party  unless
(i)  the indemnifying party and the indemnified party shall  have
mutually  agreed  to the retention of such counsel  or  (ii)  the
named  parties  to any such proceeding (including  any  impleaded
parties)  include both the indemnifying party and the indemnified
party  and  representation of both parties by  the  same  counsel
would  be,  in the reasonable judgment of the indemnified  party,
inappropriate due to actual differing interests between them.  It
is  understood that the indemnifying party shall not, in  respect
of the legal expenses of any indemnified party in connection with
any  proceeding or related proceedings in the same  jurisdiction,
be liable for (i) the fees and expenses of more than one separate
firm  for  the Company, its directors, its officers who sign  the
Registration Statement and each Person, if any, who controls  the
Company  within the meaning of either such Section and  (ii)  the
fees  and  expenses  of  more  than one  separate  firm  for  any
Stockholders,  Holders and all Persons, if any, who  control  any
Holder   within  the  meaning  of  either  such   Section.    The
indemnifying party shall not be liable for any settlement of  any
proceeding  effected without its written consent,  which  consent
will  not  be  unreasonably withheld, but if  settled  with  such
consent  or  if there be a final judgment for the plaintiff,  the
indemnifying party agrees to indemnify the indemnified party from
and against any loss or liability by reason of such settlement or
judgment.   No indemnifying party shall, without the  consent  of
the indemnified party, effect the settlement or

                                6

<PAGE>

compromise of, or consent to entry of any judgment or enter  into
any  settlement with respect to, any pending or threatened action
or  claim in respect of which indemnification or contribution may
be  sought hereunder (whether or not the indemnified party is  an
actual  or  potential party to such action or claim) unless  such
settlement,  compromise or judgment (A) includes an unconditional
release  of the indemnified party from all liability arising  out
of  such action or claim and (B) does not include a statement  as
to  or an admission of fault, culpability or a failure to act, by
or on behalf of any indemnified party.

          2.8  Assignment of Registration Rights.  The rights  to
cause the Company to register Registrable Securities pursuant  to
this  Section 2 may be assigned by a Stockholder to a  transferee
of  Registrable  Securities  that is:  (a)  the  estate  of  such
Stockholder,  or  the spouse, siblings or lineal  descendants  of
such  Stockholder,  or  such Stockholder's spouse's  siblings  or
lineal  descendants  or  trusts for the benefit  of  any  of  the
foregoing;  (b) a trust or individual who or which,  directly  or
indirectly  through one or more intermediaries, is controlled  by
or  under common control with such Stockholder or which controls,
directly  or indirectly through one or more intermediaries,  such
Stockholder; (c) a trust for the benefit of any of the foregoing;
or (d) any other lawful transferee of all, but not less than all,
of  such Stockholder's Registrable Securities; provided, however,
(i)  the  transferor  shall, within  ten  (10)  days  after  such
transfer, furnish to the Company written notice of the  name  and
address  of  such transferee or assignee and the securities  with
respect to which such registration rights are being assigned  and
(ii)  such  transferee shall agree to become a party  to  and  be
subject  to all restrictions set forth in this Agreement.     For
purposes  of  this Section 2.8, the terms "control", "controlled"
and "common control with" mean the ability, whether by the direct
or  indirect  ownership  of  voting securities  or  other  equity
interest,  by contract or otherwise, to elect a majority  of  the
directors  of  a corporation, to select the managing  or  general
partner of a partnership or limited partnership, respectively, or
otherwise  to  select  a  majority of  those  persons  exercising
governing authority over an entity.

          2.9   Rule  144  Reporting.   With  a  view  to  making
available  the benefits of certain rules and regulations  of  the
Commission  which  may  at  any  time  permit  the  sale  of  the
Registrable Securities to the public without registration, at all
times the Company agrees to:

          (a)   make  and  keep public information available,  as
those  terms  are understood and defined in Rule  144  under  the
Securities Act;

          (b)   use  its best efforts to file with the Commission
in  a  timely manner all reports and other documents required  of
the Company under the Securities Act and the Exchange Act; and

          (c)   furnish  to each Holder promptly upon  request  a
written  statement by the Company as to its compliance  with  the
reporting requirements of such Rule 144 and of the Securities Act
and  the  Exchange  Act,  a copy of the  most  recent  annual  or
quarterly  report  of  the Company, and such  other  reports  and
documents  so filed by the Company as such holder may  reasonably
request  in  availing  itself of any rule or  regulation  of  the
Commission   allowing  such  holder  to  sell   any   Registrable
Securities without registration.

     2.10  Representation  and Warranties of  the  Company.   The
Company represents and warrants as follows:

                                7

<PAGE>

          (a)   The  execution, delivery and performance of  this
Agreement  by  the  Company have been  duly  authorized  by;  all
requisite corporate action and will not violate any provision  of
law,  any  order  of  any  court or other agency  of  government,
Certificate  of  Incorporation of the Company or By-laws  of  the
Company  or  any provision of any indenture, agreement  or  other
instrument  to  which it or any of its properties  or  assets  is
bound,  conflict with, result in a breach of or constitute  (with
due  notice  or lapse of time or both) a default under  any  such
indenture,  agreement  or  other  instrument  or  result  in  the
creation or imposition of any lien, charge or encumbrance of  any
nature  whatsoever upon any of the properties or  assets  of  the
Company.

          (b)    This  Agreement  has  been  duly  executed   and
delivered  by  the Company and constitutes the legal,  valid  and
binding obligation of the Company, enforceable in accordance with
its  terms except as enforceability may be limited by bankruptcy,
insolvency,  reorganization, moratorium  or  other  similar  laws
affecting  the  enforcement of creditors' rights in  general  and
subject  to  general principles of equity (regardless of  whether
such enforceability is considered in a proceeding in equity or at
law) and except as the provisions of Section 2.7 may be deemed to
conflict with public policy.

SECTION 3.  MISCELLANEOUS

     3.1  Governing Law.  This Agreement shall be governed by and
construed  under  the laws of the State of Texas  as  applied  to
agreements among Texas residents entered into and to be performed
entirely within Texas.

     3.2   Successors and Assigns.  Except as otherwise expressly
provided herein, the provisions hereof shall inure to the benefit
of,   and  be  binding  upon,  the  successors,  assigns,  heirs,
executors,  and  administrators of the parties hereto;  provided,
however,  that  prior to the receipt by the  Company  of  written
notice  of  the transfer of any Registrable Securities specifying
the full name and address of the transferee, the Company may deem
and  treat the person listed as the holder of such shares in  its
records  as the absolute owner and holder of such shares for  all
purposes,  including the payment of dividends or  any  redemption
price.

     3.3   Entire Agreement.  This Agreement constitutes the full
and  entire understanding and agreement between the parties  with
regard  to the subject matter hereof and no party shall be liable
or  bound  to any other in any manner with regard to the  subject
matter  hereof by any representations, warranties, covenants  and
agreements except as specifically set forth herein and therein.

     3.4   Severability.  In case any provision of the  Agreement
shall  be  invalid,  illegal,  or  unenforceable,  the  validity,
legality,  and  enforceability of the remaining provisions  shall
not in any way be affected or impaired thereby.

     3.5  Amendment and Waiver.

          (a)   This  Agreement may be amended or  modified  only
upon the written consent of the Company and the Stockholders.

          (b)   The obligations of the Company and the rights  of
the  Holders  under this Agreement may be waived  only  with  the
written consent of the Stockholders.

                                8

<PAGE>

     3.6   Delays  or Omissions.  It is agreed that no  delay  or
omission to exercise any right, power or remedy accruing  to  any
Holder,  upon any breach, default or noncompliance of the Company
under  this  Agreement  shall impair any  such  right,  power  or
remedy,  nor  shall it be construed to be a waiver  of  any  such
breach, default or noncompliance, or any acquiescence therein, or
of  any  similar  breach,  default  or  noncompliance  thereafter
occurring.  It is further agreed that any waiver, permit, consent
or  approval of any kind or character on any Holder's part of any
breach,  default  or  noncompliance under the  Agreement  or  any
waiver  on such Holder's part of any provisions or conditions  of
this Agreement must be in writing and shall be effective only  to
the extent specifically set forth in such writing.  All remedies,
either  under  this Agreement, by law, or otherwise  afforded  to
Holders, shall be cumulative and not alternative.

     3.7   Notices.  All notices required or permitted  hereunder
shall  be  in writing and shall be deemed effectively given:  (a)
upon personal delivery to the party to be notified, (b) when sent
by  confirmed facsimile if sent during normal business  hours  of
the  recipient,  but if not, then on the next business  day,  (c)
five  (5)  days after having been sent by registered or certified
mail,  return receipt requested, postage prepaid, or (d) one  (1)
day after deposit with a nationally recognized overnight courier,
specifying  next  day  delivery,  with  written  verification  of
receipt.   All communications shall be sent to the  party  to  be
notified at the address or facsimile number as set forth below or
at  such  other  address or facsimile number as  such  party  may
designate  by ten (10) days advance written notice to  the  other
parties hereto:

     if to Company:                with copies to:
     ---------------               ---------------

     Ennis, Inc.                   Hughes & Luce, L.L.P.
     2441 Presidential Parkway     1717 Main Street, Suite 2800
     Midlothian, Texas 76065       Dallas, Texas 75201
     Attention:  Keith Walters     Attention:  David G. Luther
                                   Telecopy:  (214) 939-5849

     if to Stockholders:           with copies to:
     ------------------            ---------------
     Alf R. and                    Robert C. Johnson, Jr.
     Marcia A. Bumgardner          5500 Preston Rd., Suite 370
     401 Royal Colonnade           Dallas, TX 75205
     Arlington, TX 76011           Telecopy: (214) 521-6352


     3.8   Titles and Subtitles.  The titles of the sections  and
subsections  of this Agreement are for convenience  of  reference
only and are not to be considered in construing this Agreement.

     3.9   Counterparts.  This Agreement may be executed  in  any
number  of counterparts, each of which shall be an original,  but
all of which together shall constitute one instrument.

     3.10   Aggregation  of  Stock.   All  of   the   Registrable
Securities  held  or acquired by affiliated entities  or  persons
shall  be aggregated together for the purpose of determining  the
availability of any rights under this Agreement.

                                9

<PAGE>

     IN  WITNESS  WHEREOF, the parties hereto have executed  this
REGISTRATION  RIGHTS AGREEMENT as of the date set  forth  in  the
first paragraph hereof.



                              ENNIS, INC.


                              /s/ Keith S. Walters
                              ------------------------
                              By: Keith S. Walters
                              Title: Chairman, CEO, and President


                              STOCKHOLDERS:


                              /s/ Alf R. Bumgardner
                              ------------------------
                                Alf R. Bumgardner



                              /s/ Marcia A. Bumgardner
                              ------------------------
                                Marcia A. Bumgardner





                               10
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>exh231.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>
                                                     Exhibit 23.1



    Consent of Independent Registered Public Accounting Firm

We  consent  to  the  reference to our  firm  under  the  caption
"Experts"  in the Registration Statement (Form S-3)  and  related
Prospectus  of Ennis, Inc. (formerly Ennis Business Forms,  Inc.)
for  the registration of 8,981,041 shares of its common stock and
to  the  incorporation by reference therein of our  report  dated
April  14,  2004,  with  respect to  the  consolidated  financial
statements  and schedule of Ennis, Inc. included  in  its  Annual
Report  (Form 10-K) for the year ended February 29,  2004,  filed
with the Securities and Exchange Commission.


                              /s/ Ernst & Young LLP

November 22, 2004
Dallas, Texas


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
