As filed with the Securities and Exchange Commission on November 5, 1999

                                             Registration No. 333-

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                            FORM S-8
    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933




                     SCHOOL SPECIALTY, INC.
     (Exact Name of Registrant as Specified in its Charter)

      Delaware                                   39-0971239
     (State of                                (I.R.S. Employer
   Incorporation)                              Identification
                                                   Number)



     426 West College Avenue
      P.O. Box 1579
     Appleton, Wisconsin                         54912-1579
(Address of Principal Executive Offices)         (Zip Code)



 SCHOOL SPECIALTY, INC. AMENDED AND RESTATED 1998 STOCK INCENTIVE PLAN



      Daniel P. Spalding, Chief Executive Officer
                School Specialty, Inc.
                426 West College Avenue
                     P.O. Box 1579
            Appleton, Wisconsin 54912-1579
        (Name and Address of Agent for Service)
                    (920) 734-2756
  (Telephone Number, including area code, of Agent for Service)



                       Copy to:

                   Scott A. Moehrke
                 Godfrey & Kahn, S.C.
                780 North Water Street
           Milwaukee, Wisconsin  53202-3590
                    (414) 273-3500




            CALCULATION OF REGISTRATION FEE

 Title of                      Proposed maximum  Proposed maximum   Amount of
securities to     Amount to     offering price      aggregate      registration
be registered   be registered    per share(1)    offering price(1)    fee(1)

Common Stock,      571,685           N/A           $8,968,308        $2,493.19
$.001 par value

(1) The registration fee was calculated pursuant to Rule
457(c) and Rule 457(h)(1) under the Securities Act of
1933, as amended (the "Securities Act").  The
registration fee is based on the average of the high and
low price of a share of School Specialty, Inc. common
stock on November 2, 1999 on the Nasdaq National Market,
as reported in the Midwest Edition of The Wall Street
Journal on November 3, 1999.

<PAGE>



                        PART II

  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents are incorporated by
     reference in this Registration Statement:

     (a)  The Registrant's Form 10-K for the year ended April 24, 1999;

     (b)  The Registrant's Form 10-Q for the quarter ended July 24, 1999;

     (c)  The Registrant's current reports on Form 8-K filed on
          April 26, 1999 and July 14, 1999; and

     (d)  The description of the Registrant's Common Stock contained
          in the Registrant's Registration Statement filed pursuant to
          Section 12 of the Securities Exchange Act of 1934,
          as amended (the "Exchange Act"), and any amendment or report
          filed for the purpose of updating such description.

     All documents subsequently filed by the Registrant
     pursuant to Sections 13(a), 13(c), 14 and 15(d) of
     the Exchange Act prior to the filing of a post-
     effective amendment which indicates that all
     shares offered have been sold or which deregisters
     all securities then remaining unsold, shall be
     deemed incorporated by reference in this
     Registration Statement and to be part hereof from
     the date of filing such documents.

Item 6.   Indemnification of Directors and Officers.

          Article Eight of the Registrant's Certificate
     of Incorporation provides that the Registrant
     shall indemnify its directors and officers to the
     fullest extent permitted by the General
     Corporation Law of the State of Delaware.

          Section 145 of the General Corporation Law of
     the State of Delaware permits a corporation, under
     specified circumstances, to indemnify its
     directors, officers, employees or agents against
     expenses (including attorneys' fees), judgments,
     fines and amounts paid in settlements actually and
     reasonably incurred by them in connection with any
     action, suit or proceeding brought by third
     parties by reason of the fact that they were or
     are directors, officers, employees or agents of
     the corporation, if such directors, officers,
     employees or agents acted in good faith and in a
     manner they reasonably believed to be in or not
     opposed to the best interests of the corporation
     and, with respect to any criminal action or
     proceeding, had no reason to believe their conduct
     was unlawful.  In a derivative action (i.e., one
     by or in the right of the corporation),
     indemnification may be made only for expenses
     actually and reasonably incurred by directors,
     officers, employees or agents in connection with
     the defense or settlement of an action or suit,
     and only with respect to a matter as to which they
     shall have acted in good faith and in a manner
     they reasonably believed to be in or not opposed
     to the best interests of the corporation, except
     that no indemnification shall be made if such
     person shall have been adjudged liable to the
     corporation, unless and only to the extent that
     the court in which the action or suit was brought
     shall determine upon application that the
     defendant directors, officers, employees or agents
     are fairly and reasonably entitled to indemnity
     for such expenses despite such adjudication of
     liability.

          Article Seven of the Registrant's Certificate
     of Incorporation states that directors of the
     Registrant will not be liable to the Registrant or
     its stockholders for monetary damages for any
     breach of fiduciary duty as a director, except for
     liability (i) for any breach of the director's
     duty of loyalty to the Registrant or its
     stockholders, (ii) for acts or omissions not in
     good faith or which involve intentional misconduct
     or a knowing violation of law, (iii) under Section
     174 of the General Corporation Law of the State of
     Delaware, which makes directors liable for
     unlawful dividends or unlawful stock repurchases
     or redemptions or (iv) for any transaction from
     which the director derived an improper personal
     benefit.

<PAGE>
          Article IV of the Registrant's Bylaws
     provides that the Registrant shall indemnify its
     officers and directors (and those serving at the
     request of the Registrant as an officer or
     director of another corporation, partnership,
     joint venture, trust or other enterprise), and may
     indemnify its employees and agents (and those
     serving at the request of the Registrant as an
     employee or agent of another corporation,
     partnership, joint venture, trust or other
     enterprise), against expenses (including
     attorneys' fees), judgments, fines and amounts
     paid in settlement actually and reasonably
     incurred, if such officer, director, employee or
     agent acted in good faith and in a manner
     reasonably believed to be in or not opposed to the
     best interests of the Registrant, and with respect
     to any criminal action or proceeding, had no
     reasonable cause to believe his conduct was
     unlawful.  In a derivative action, indemnification
     shall be limited to expenses (including attorneys'
     fees) actually and reasonably incurred by such
     officer, director, employee or agent in the
     defense or settlement of such action or suit, and
     no indemnification shall be made in respect of any
     claim, issue or matter as to which such person
     shall have been adjudged to be liable to the
     Registrant unless and only to the extent that the
     Delaware Court of Chancery or the 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 indemnity for such expenses which the
     Delaware Court of Chancery or such other court
     shall deem proper.

          Unless the Board of Directors of the
     Registrant otherwise determines in a specific
     case, expenses incurred by an officer or director
     in defending a civil or criminal action, suit or
     proceeding shall be paid by the Registrant in
     advance of the final disposition of such action,
     suit or proceeding upon receipt of an undertaking
     by or on behalf of the officer or director to
     repay such amount if it shall ultimately be
     determined that he is not entitled to be
     indemnified by the Registrant.

Item 8.   Exhibits.

     4     School Specialty, Inc. Amended and Restated 1998 Stock
           Incentive Plan.

     5     Opinion of Godfrey & Kahn, S.C. regarding
           legality of the Common Stock being registered.

     23.1  Consent of Godfrey & Kahn, S.C., included in Exhibit 5.

     23.2  Consent of PricewaterhouseCoopers LLP.

     23.3  Consent of Ernst & Young LLP.

     24    Powers of Attorney.

Item 9.   Undertakings.*

     The Registrant hereby undertakes:

(a)  (1)  To file, during any period in which offers or
          sales are being made, a post-effective amendment
          to this Registration Statement 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.

     (2)  That, for the purpose of determining any
          liability under the Securities Act, 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.

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

<PAGE>

(b)  (4)  That, for purposes of determining any
          liability under the Securities Act, each filing of
          the Registrant's annual report pursuant to Section
          13(a) or Section 15(d) of the Exchange Act (and,
          where applicable, each filing of an employee
          benefit plan's annual report pursuant to Section
          15(d) of the Exchange Act) 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.

(h)  (5)  Insofar as indemnification for liabilities
          arising under the Securities Act may be permitted
          to directors, officers and controlling persons of
          the Registrant pursuant to the provisions of Item
          6 of this Registration Statement, 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 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 and will be governed by the final
          adjudication of such issue.


____________________

*Paragraphs correspond to Item 512 of Regulation S-K.

<PAGE>

                      SIGNATURES

     Pursuant to the requirements of the Securities Act
of 1933, as amended, the Registrant certifies that it
has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized,
in the City of Appleton, State of Wisconsin, on
September 28, 1999.

                              SCHOOL SPECIALTY, INC.


                              By: /s/ Daniel P. Spalding
                                 -------------------------
                                 Daniel P. Spalding
                                 Chief Executive Officer and
                                 Chairman of the Board



     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.



 /s/ Daniel P. Spalding                             Date:  September 28, 1999
-------------------------
Daniel P. Spalding
Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)



 /s/ Mary M. Kabacinski                             Date:  September 28, 1999
--------------------------
Mary M. Kabacinski
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)


Directors:  David J. Vander Zanden, Jonathan J. Ledecky, Leo C. McKenna,
            Rochelle Lamm Wallach and Jerome M. Pool.


By: /s/ Daniel P. Spalding                          Date:  September 28, 1999
  -----------------------------------
   Daniel P. Spalding, as Attorney-in-Fact*

*Pursuant to authority granted by power of attorney,
copies of which are filed herewith as Exhibit 24.

<PAGE>


                     EXHIBIT INDEX

Exhibits

    4      School Specialty, Inc. Amended and Restated 1998 Stock
           Incentive Plan.

    5      Opinion of Godfrey & Kahn, S.C. regarding
           legality of the Common Stock being registered.

    23.1   Consent of Godfrey & Kahn, S.C., included in Exhibit 5.

    23.2   Consent of PricewaterhouseCoopers LLP.

    23.3   Consent of Ernst & Young LLP.

    24     Powers of Attorney.
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{"company-data": {"conformed-name": "SCHOOL SPECIALTY INC", "cik": "0001055454", "assigned-sic": "5110", "irs-number": "390971239", "state-of-incorporation": "DE", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90361", "film-number": "99741524"}, "business-address": {"street1": "1000 NORTH BLUEMOUND DRIVE", "city": "APPLETON", "state": "WI", "zip": "54914", "phone": "9207342756"}, "mail-address": {"street1": "1000 NORTH BLUEMOUND DRIVE", "city": "APPLETON", "state": "WI", "zip": "54914"}}
As filed with the Securities and Exchange Commission on November 5, 1999

                                             Registration No. 333-

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                            FORM S-8
    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                     SCHOOL SPECIALTY, INC.
     (Exact Name of Registrant as Specified in its Charter)

      Delaware                                   39-0971239
     (State of                                (I.R.S. Employer
   Incorporation)                              Identification
                                                   Number)

     426 West College Avenue
      P.O. Box 1579
     Appleton, Wisconsin                         54912-1579
(Address of Principal Executive Offices)         (Zip Code)

 SCHOOL SPECIALTY, INC. AMENDED AND RESTATED 1998 STOCK INCENTIVE PLAN

      Daniel P. Spalding, Chief Executive Officer
                School Specialty, Inc.
                426 West College Avenue
                     P.O. Box 1579
            Appleton, Wisconsin 54912-1579
        (Name and Address of Agent for Service)
                    (920) 734-2756
  (Telephone Number, including area code, of Agent for Service)

                       Copy to:

                   Scott A. Moehrke
                 Godfrey & Kahn, S.C.
                780 North Water Street
           Milwaukee, Wisconsin  53202-3590
                    (414) 273-3500

            CALCULATION OF REGISTRATION FEE

 Title of                      Proposed maximum  Proposed maximum   Amount of
securities to     Amount to     offering price      aggregate      registration
be registered   be registered    per share(1)    offering price(1)    fee(1)

Common Stock,      571,685           N/A           $8,968,308        $2,493.19
$.001 par value

(1) The registration fee was calculated pursuant to Rule
457(c) and Rule 457(h)(1) under the Securities Act of
1933, as amended (the "Securities Act").  The
registration fee is based on the average of the high and
low price of a share of School Specialty, Inc. common
stock on November 2, 1999 on the Nasdaq National Market,
as reported in the Midwest Edition of The Wall Street
Journal on November 3, 1999.
PART II

  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents are incorporated by
     reference in this Registration Statement:

     (a)  The Registrant's Form 10-K for the year ended April 24, 1999;

     (b)  The Registrant's Form 10-Q for the quarter ended July 24, 1999;

     (c)  The Registrant's current reports on Form 8-K filed on
          April 26, 1999 and July 14, 1999; and

     (d)  The description of the Registrant's Common Stock contained
          in the Registrant's Registration Statement filed pursuant to
          Section 12 of the Securities Exchange Act of 1934,
          as amended (the "Exchange Act"), and any amendment or report
          filed for the purpose of updating such description.

     All documents subsequently filed by the Registrant
     pursuant to Sections 13(a), 13(c), 14 and 15(d) of
     the Exchange Act prior to the filing of a post-
     effective amendment which indicates that all
     shares offered have been sold or which deregisters
     all securities then remaining unsold, shall be
     deemed incorporated by reference in this
     Registration Statement and to be part hereof from
     the date of filing such documents.

Item 6.   Indemnification of Directors and Officers.

          Article Eight of the Registrant's Certificate
     of Incorporation provides that the Registrant
     shall indemnify its directors and officers to the
     fullest extent permitted by the General
     Corporation Law of the State of Delaware.

          Section 145 of the General Corporation Law of
     the State of Delaware permits a corporation, under
     specified circumstances, to indemnify its
     directors, officers, employees or agents against
     expenses (including attorneys' fees), judgments,
     fines and amounts paid in settlements actually and
     reasonably incurred by them in connection with any
     action, suit or proceeding brought by third
     parties by reason of the fact that they were or
     are directors, officers, employees or agents of
     the corporation, if such directors, officers,
     employees or agents acted in good faith and in a
     manner they reasonably believed to be in or not
     opposed to the best interests of the corporation
     and, with respect to any criminal action or
     proceeding, had no reason to believe their conduct
     was unlawful.  In a derivative action (i.e., one
     by or in the right of the corporation),
     indemnification may be made only for expenses
     actually and reasonably incurred by directors,
     officers, employees or agents in connection with
     the defense or settlement of an action or suit,
     and only with respect to a matter as to which they
     shall have acted in good faith and in a manner
     they reasonably believed to be in or not opposed
     to the best interests of the corporation, except
     that no indemnification shall be made if such
     person shall have been adjudged liable to the
     corporation, unless and only to the extent that
     the court in which the action or suit was brought
     shall determine upon application that the
     defendant directors, officers, employees or agents
     are fairly and reasonably entitled to indemnity
     for such expenses despite such adjudication of
     liability.

          Article Seven of the Registrant's Certificate
     of Incorporation states that directors of the
     Registrant will not be liable to the Registrant or
     its stockholders for monetary damages for any
     breach of fiduciary duty as a director, except for
     liability (i) for any breach of the director's
     duty of loyalty to the Registrant or its
     stockholders, (ii) for acts or omissions not in
     good faith or which involve intentional misconduct
     or a knowing violation of law, (iii) under Section
     174 of the General Corporation Law of the State of
     Delaware, which makes directors liable for
     unlawful dividends or unlawful stock repurchases
     or redemptions or (iv) for any transaction from
     which the director derived an improper personal
     benefit.
Article IV of the Registrant's Bylaws
     provides that the Registrant shall indemnify its
     officers and directors (and those serving at the
     request of the Registrant as an officer or
     director of another corporation, partnership,
     joint venture, trust or other enterprise), and may
     indemnify its employees and agents (and those
     serving at the request of the Registrant as an
     employee or agent of another corporation,
     partnership, joint venture, trust or other
     enterprise), against expenses (including
     attorneys' fees), judgments, fines and amounts
     paid in settlement actually and reasonably
     incurred, if such officer, director, employee or
     agent acted in good faith and in a manner
     reasonably believed to be in or not opposed to the
     best interests of the Registrant, and with respect
     to any criminal action or proceeding, had no
     reasonable cause to believe his conduct was
     unlawful.  In a derivative action, indemnification
     shall be limited to expenses (including attorneys'
     fees) actually and reasonably incurred by such
     officer, director, employee or agent in the
     defense or settlement of such action or suit, and
     no indemnification shall be made in respect of any
     claim, issue or matter as to which such person
     shall have been adjudged to be liable to the
     Registrant unless and only to the extent that the
     Delaware Court of Chancery or the 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 indemnity for such expenses which the
     Delaware Court of Chancery or such other court
     shall deem proper.

          Unless the Board of Directors of the
     Registrant otherwise determines in a specific
     case, expenses incurred by an officer or director
     in defending a civil or criminal action, suit or
     proceeding shall be paid by the Registrant in
     advance of the final disposition of such action,
     suit or proceeding upon receipt of an undertaking
     by or on behalf of the officer or director to
     repay such amount if it shall ultimately be
     determined that he is not entitled to be
     indemnified by the Registrant.

Item 8.   Exhibits.

     4     School Specialty, Inc. Amended and Restated 1998 Stock
           Incentive Plan.

     5     Opinion of Godfrey & Kahn, S.C. regarding
           legality of the Common Stock being registered.

     23.1  Consent of Godfrey & Kahn, S.C., included in Exhibit 5.

     23.2  Consent of PricewaterhouseCoopers LLP.

     23.3  Consent of Ernst & Young LLP.

     24    Powers of Attorney.

Item 9.   Undertakings.*

     The Registrant hereby undertakes:

(a)  (1)  To file, during any period in which offers or
          sales are being made, a post-effective amendment
          to this Registration Statement 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.

     (2)  That, for the purpose of determining any
          liability under the Securities Act, 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.

     (3)  To remove from registration by means of a
          post-effective amendment any of the securities
          being registered which remain unsold at the
          termination of the offering.
(b)  (4)  That, for purposes of determining any
          liability under the Securities Act, each filing of
          the Registrant's annual report pursuant to Section
          13(a) or Section 15(d) of the Exchange Act (and,
          where applicable, each filing of an employee
          benefit plan's annual report pursuant to Section
          15(d) of the Exchange Act) 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.

(h)  (5)  Insofar as indemnification for liabilities
          arising under the Securities Act may be permitted
          to directors, officers and controlling persons of
          the Registrant pursuant to the provisions of Item
          6 of this Registration Statement, 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 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 and will be governed by the final
          adjudication of such issue.

____________________

*Paragraphs correspond to Item 512 of Regulation S-K.
SIGNATURES

     Pursuant to the requirements of the Securities Act
of 1933, as amended, the Registrant certifies that it
has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized,
in the City of Appleton, State of Wisconsin, on
September 28, 1999.

                              SCHOOL SPECIALTY, INC.

                              By: /s/ Daniel P. Spalding
                                 -------------------------
                                 Daniel P. Spalding
                                 Chief Executive Officer and
                                 Chairman of the Board

     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.

 /s/ Daniel P. Spalding                             Date:  September 28, 1999
-------------------------
Daniel P. Spalding
Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)

 /s/ Mary M. Kabacinski                             Date:  September 28, 1999
--------------------------
Mary M. Kabacinski
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)

Directors:  David J. Vander Zanden, Jonathan J. Ledecky, Leo C. McKenna,
            Rochelle Lamm Wallach and Jerome M. Pool.

By: /s/ Daniel P. Spalding                          Date:  September 28, 1999
  -----------------------------------
   Daniel P. Spalding, as Attorney-in-Fact*

*Pursuant to authority granted by power of attorney,
copies of which are filed herewith as Exhibit 24.
EXHIBIT INDEX

Exhibits

    4      School Specialty, Inc. Amended and Restated 1998 Stock
           Incentive Plan.

    5      Opinion of Godfrey & Kahn, S.C. regarding
           legality of the Common Stock being registered.

    23.1   Consent of Godfrey & Kahn, S.C., included in Exhibit 5.

    23.2   Consent of PricewaterhouseCoopers LLP.

    23.3   Consent of Ernst & Young LLP.

    24     Powers of Attorney.