As filed with the Securities and Exchange Commission on July 3, 1996
                              Registration No. 33-

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

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

                     BT OFFICE PRODUCTS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                       13-3245865
        (State of Incorporation)     (I.R.S. Employer Identification No.)

                             2150 E. Lake Cook Road
                       Buffalo Grove, Illinois 60089-1877
                    (Address of principal executive offices)
                              --------------------

          BT Office Products International, Inc. 1995 Stock Option Plan
                                       and
                  Non-Qualified Stock Option Agreement Between
         BT Office Products International, Inc. and Herman C. Brauckmann
                             (Full titles of plans)
                              --------------------

                                John J. McKiernan
                  Vice President - Finance and Administration,
                      Chief Financial Officer and Secretary
                     BT Office Products International, Inc.
                             2150 E. Lake Cook Road
                       Buffalo Grove, Illinois 60089-1877
                                 (847) 793-7500
       (Name and address of agent for service, including telephone number)
                              --------------------

                                    Copy to:
                       Winthrop, Stimson, Putnam & Roberts
                              695 East Main Street
                              Post Office Box 6760
                        Stamford, Connecticut 06904-6760
                                 (203) 348-2300
                       Attention: Frode Jensen, III, Esq.

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
===========================================================================================================================
                                        Amount          Proposed maximum        Proposed maximum        Amount of
Title of securities                      to be           offering price        aggregate offering     registration
to be registered                       registered          per share <F1>             price <F1>            fee <F2>
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                   <C>                   <C>                   <C>              
Common Stock, par value $.01 per
share                                 4,208,000             $18.125               $76,270,000           $26,298
===========================================================================================================================
<FN>

         <F1>  Estimated  pursuant  to Rule  457(c)  and Rule  457(h)  under the
         Securities Act of 1933, as amended (the "Securities Act"), based on the
         average of the high and low prices of BT Office Products International,
         Inc.  Common  Stock as reported on the New York Stock  Exchange on June
         28, 1996.

         <F2> The registration fee for the securities registered hereby has been
         calculated  pursuant to Rule  457(h)(1),  under the  Securities Act and
         pursuant to Section 6(b) of the Securities Act.
</FN>
</TABLE>



<PAGE>



                                     PART I

               INFORMATION REQUIRED IN A SECTION 10(a) PROSPECTUS

    Note: The documents containing the information specified in this Part I will
be  sent or  given  to  employees  as  specified  by Rule  428(b)(1)  under  the
Securities  Act. Such  documents are not filed with the  Securities and Exchange
Commission (the "Commission")  either as part of this Registration  Statement or
as  prospectuses  or  prospectus  supplements  pursuant  to Rule 424  under  the
Securities  Act. Such documents and the documents  incorporated  by reference in
this  Registration  Statement  pursuant  to Item 3 of Part II of this  Form S-8,
taken together,  constitute a prospectus that meets the  requirements of Section
10(a) of the Securities Act.


Item 1.      Plan Information.

             See Note above.


Item 2.      Registrant Information and Employee Plan Annual Information.

             See Note above.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.      Incorporation of Documents by Reference

             The  following  documents  which have  heretofore  been filed by BT
Office Products  International,  Inc. (the "Registrant") (File No. 1-13858) with
the Commission  pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act"),  or the Securities  Act are  incorporated  by reference  herein and
shall be deemed to be a part hereof:

             1.  The   Registrant's   Amendment  on  Form  10-Q/A  amending  the
    Registrant's  Quarterly  Report on Form 10-Q for the  fiscal  quarter  ended
    March 31, 1996.

             2. The  Registrant's  Quarterly  Report on Form 10-Q for the fiscal
    quarter ended March 31, 1996.

             3.  The  Registrant's  Amendment  on  Form  10-K/A-1  amending  the
    Registrant's  Annual  Report on Form 10-K for the year  ended  December  31,
    1995.

             4.  The Registrant's Annual Report on Form 10-K for the year ended
    December 31, 1995.



                                       -2-

<PAGE>



             5. The Registrant's  Current Reports on Form 8-K filed on March 29,
    1996 and May 20, 1996.

             6. The description of the  Registrant's  capital stock contained in
    Amendment No. 2 to the Registrant's Registration Statement on Form S-1 filed
    on July 7, 1995 pursuant to the Securities Act  (Registration No. 33-12124),
    including  any  amendment or report  filed for the purpose of updating  such
    description.

             All documents filed by the Registrant with the Commission  pursuant
to Sections 13(a),  13(c), 14 and 15(d) of the 1934 Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold  shall be  deemed  to be  incorporated  by  reference  in this
Registration  Statement  and made a part hereof from their  respective  dates of
filing (such documents,  and the documents  enumerated above,  being hereinafter
referred to as "Incorporated Documents");  provided, however, that the documents
enumerated  above or subsequently  filed by the Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  1934 Act in each  year  during  which  the
offering  made by this  Registration  Statement is in effect prior to the filing
with the Commission of the Registrant's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference in this
Registration  Statement  or be a part  hereof  from and after the filing of such
Annual Report on Form 10-K.

             Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this Registration Statement.


Item 4.      Description of Securities.

             Not applicable.


Item 5.      Interests of Named Experts and Counsel.

             Legal matters in connection with the shares of Common Stock subject
to issuance  pursuant to the BT Office Products  International,  Inc. 1995 Stock
Option Plan or the Non- Qualified Stock Option Agreement  between the Registrant
and Herman C. Brauckmann have been passed upon by Winthrop,  Stimson, Putnam and
Roberts. Frode Jensen, III, a member of that firm, is Assistant Secretary of the
Registrant.




                                       -3-

<PAGE>



Item 6.      Indemnification of Directors and Officers.

             The  Amended  and  Restated  Certificate  of  Incorporation  of the
Registrant  provides that no director of the Registrant  shall have any personal
liability to the  Registrant or its  stockholders  for any monetary  damages for
breach of  fiduciary  duty as a director,  except that the Amended and  Restated
Certificate  of  Incorporation  does not  eliminate or limit the  liability of a
director (i) for any breach of such 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 Delaware General Corporation Law, or (iv) for any transaction
from which such director derived an improper personal benefit.

             The By-laws of the  Registrant  provide that, to the fullest extent
permitted by the laws of the State of Delaware:

             (a) 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  (other than an action by or in the right of the  Registrant),  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  Registrant,  or is or was  serving at the  request of the  Registrant  as a
director, officer, 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 by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he 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.

             (b) 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 or suit by or in the right of the Registrant to procure a judgment in its
favor by reason of the fact that he is or was a director,  officer,  employee or
agent of the  Registrant,  or is or was serving at the request of the Registrant
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably  incurred by him in connection with the defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Registrant  and except that 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  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 Court of  Chancery  or such other court
shall deem proper.

             The By-laws of the  Registrant  further  provide that to the extent
that a  director,  officer,  employee  or  agent  of  the  Registrant  has  been
successful  on the  merits  or  otherwise  in  defense  of any  action,  suit or
proceeding  referred to in  paragraphs  (a) and (b) above,  or in defense of any
claim,  issue  or  matter  therein,  he shall be  indemnified  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection therewith;


                                       -4-

<PAGE>



that expenses  (including  attorneys' fees) incurred by a director or officer of
the Registrant in defending any civil, criminal, administrative or investigative
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 such director or officer to repay such amount if
it shall  ultimately be determined  that he is not entitled to be indemnified by
the  Registrant  as  authorized  in the  By-Laws  of the  Registrant;  that  the
indemnification and advancement of expenses provided by, or granted pursuant to,
the provisions of the By-Laws of the Registrant shall not be deemed exclusive of
any other  rights to which  those  seeking  indemnification  or  advancement  of
expenses may be entitled; and that the Registrant is authorized, pursuant to the
discretion  of the Board of  Directors,  to purchase and  maintain  insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant 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,
whether or not the Registrant would have the power to indemnify him against such
liability under the By-Laws of the Registrant.

             The Registrant has also entered into  agreements  with its officers
and  directors  to  provide  supplemental  indemnification  consistent  with the
Registrant's Amended and Restated Certificate of Incorporation and By-laws.

Item 7.      Exemption from Registration Claimed.

             Not applicable.

Item 8.      Exhibits.

Exhibit
Number                              Description
- -------                             -----------

   4      -    Form of Stock Certificate (incorporated by reference to Exhibit
               4.1 to Amendment No. 2 to the  Registrant's  Registration  
               Statement on Form S-1 under the 1933 Act (Registration No. 
               33-92124)).

   5      -    Opinion of Winthrop, Stimson, Putnam & Roberts.

  23(a)   -    Consent of Ernst & Young LLP.

  23(b)   -    Consent of Winthrop, Stimson, Putnam & Roberts (included in 
               Exhibit 5).

  24      -    Power of Attorney (contained on signature page hereof).

  99(a)   -    BT Office Products International, Inc. 1995 Stock Option Plan.

  99(b)   -    Amended and Restated Non-Qualified Stock Option Agreement between
               the Registrant and Herman C. Brauckmann.


                                       -5-

<PAGE>



Item 9.  Undertakings.

             (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.   Notwithstanding  the
                                foregoing, any increase or decrease in volume of
                                securities offered (if the total dollar value of
                                securities  offered  would not exceed that which
                                was  registered)  and any deviation from the low
                                or high and of the  estimated  maximum  offering
                                range may be reflected in the form of prospectus
                                filed  with  the  Commission  pursuant  to  Rule
                                424(b)  if, in the  aggregate,  the  changes  in
                                volume  and  price  represent  no  more  than 20
                                percent change in the maximum aggregate offering
                                price   set   forth  in  the   "Calculation   of
                                Registration   Fee"   table  in  the   effective
                                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
registration  statement is on Form S-3 or Form S-8 and the information  required
to be included in a  post-effective  amendment by those paragraphs are contained
in periodic reports filed by the Registrant pursuant to Section 13(a) or Section
15(d) of the 1934 Act that are  incorporated  by reference  in the  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  registration  by  means  of a  post-effective
    amendment any of the securities  being registered which remain unsold at the
    termination of the offering.

             (2) The  undersigned  Registrant  hereby  undertakes  that, for the
purpose of determining  any liability  under the  Securities  Act of 1933,  each
filing of the issuer's  annual report  pursuant to Section 13(a) or 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)


                                       -6-

<PAGE>



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 the time shall be deemed to be the initial bona fide offering hereof.

             (3) Insofar as  indemnification  for liabilities  arising under the
Securities Act of 1933 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  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  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 Act and will be governed by the final adjudication of
such issue.



                                       -7-

<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-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Buffalo Grove, State of Illinois, on this 3rd day of
July, 1996.

                            BT OFFICE PRODUCTS INTERNATIONAL, INC.



                            By: /s/ Rudolf A.J. Huyzer
                            ---------------------------------------
                            Rudolf A.J. Huyzer
                            President, Chief Executive Officer and Director






             KNOW  ALL  MEN  BY  THESE  PRESENTS,  that  each  individual  whose
signature  appears below constitutes and appoints each of Rudolf A.J. Huyzer and
John J. McKiernan his or her true and lawful attorney-in-fact and to act for him
or her and in his or her name,  place and stead, in any and all  capacities,  to
sign  any and  all  amendments  (including  post-effective  amendments)  to this
Registration Statement on Form S-8 to be filed pursuant to the Securities Act of
1933 in connection with the  registration  of shares of Common Stock,  par value
$.01 per share, of BT Office Products International,  Inc., and to file the same
with all exhibits thereto, and all documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting said  attorney-in-fact  and agent
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said attorney-in-fact and agent or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.




                                       -8-

<PAGE>



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



/s/ Frank J. de Wit          Chairman of the Board of
- --------------------------          Directors                     July 3, 1996
(Frank J. de Wit)                                                 


                              President, Chief Executive
/s/ Rudolf A.J. Huyzer           Officer and Director             July 3, 1996
- --------------------------       
(Rudolf A.J. Huyzer)                  


                               Vice President-Finance and
                                 Administration, Chief
/s/ John J. McKiernan            Financial Officer and
- ---------------------------          Secretary                    July 3, 1996
(John J. McKiernan)                                   


                                Controller and Chief
/s/ Francis J. Leonard            Accounting Officer
- ---------------------------                        
(Francis J. Leonard)                                              July 3, 1996



/s/ Rob W.J.M. Bonnier
- ---------------------------       Director
(Rob W.J.M. Bonnier)                                              July 3, 1996



/s/ Karl M. von der Heyden
- ---------------------------       Director
(Karl M. von der Heyden)                                          July 3, 1996



/s/ Lorrence T. Kellar
- ---------------------------       Director
(Lorrence T. Kellar)                                              July 3, 1996



/s/ Frans H.J. Koffrie
- ---------------------------       Director
(Frans H.J. Koffrie)                                              July 3, 1996



/s/ James B. Miller
- ---------------------------       Director
(James B. Miller)                                                 July 3, 1996




                                       -9-

<PAGE>











                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                                    EXHIBITS

                                   filed with

                             Registration Statement

                                       on

                                    Form S-8

                                      under

                           The Securities Act of 1933

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


          BT Office Products International, Inc. 1995 Stock Option Plan
                                       and
                  Non-Qualified Stock Option Agreement Between
         BT Office Products International, Inc. and Herman C. Brauckmann



                     BT OFFICE PRODUCTS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)








<PAGE>


                                  EXHIBIT INDEX


          BT Office Products International, Inc. 1995 Stock Option Plan
                                       and
                  Non-Qualified Stock Option Agreement Between
                     The Registrant and Herman C. Brauckmann






Exhibit
Number                  Description                                      Page
- -------                 -----------                                      ----

*4    -      Form of Stock Certificate (incorporated by reference
             to Exhibit 4.1 to Amendment No. 2 to the Registrant's
             Registration Statement on Form S-1 under the 1933 Act 
             (Registration No. 33-92124)).

5     -      Opinion of Winthrop, Stimson, Putnam & Roberts.

23(a) -      Consent of Ernst & Young LLP.

23(b) -      Consent of Winthrop, Stimson, Putnam & Roberts (included in
             Exhibit 5).

24    -      Power of Attorney (contained on signature page hereof).

99(a) -      BT Office Products International, Inc. 1995 Stock Option Plan.
 
99(b) -      Amended and Restated Non-Qualified Stock Option Agreement
             between the Registrant and Herman C. Brauckmann


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

*  Incorporated by reference.




<PAGE>
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{"company-data": {"conformed-name": "BT OFFICE PRODUCTS INTERNATIONAL INC", "cik": "0000945248", "assigned-sic": "5110", "irs-number": "133245865", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07549", "film-number": "96590947"}, "business-address": {"street1": "2150 E LAKE COOK RD", "city": "BUFFALO GROVE", "state": "IL", "zip": "60089-1877", "phone": "8477937500"}, "mail-address": {"street1": "2150 E LAKE COOK RD", "city": "BUFFALO GROVE", "state": "IL", "zip": "60089"}}
As filed with the Securities and Exchange Commission on July 3, 1996
                              Registration No. 33-

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

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

                     BT OFFICE PRODUCTS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

                Delaware                       13-3245865
        (State of Incorporation)     (I.R.S. Employer Identification No.)

                             2150 E. Lake Cook Road
                       Buffalo Grove, Illinois 60089-1877
                    (Address of principal executive offices)
                              --------------------

          BT Office Products International, Inc. 1995 Stock Option Plan
                                       and
                  Non-Qualified Stock Option Agreement Between
         BT Office Products International, Inc. and Herman C. Brauckmann
                             (Full titles of plans)
                              --------------------

                                John J. McKiernan
                  Vice President - Finance and Administration,
                      Chief Financial Officer and Secretary
                     BT Office Products International, Inc.
                             2150 E. Lake Cook Road
                       Buffalo Grove, Illinois 60089-1877
                                 (847) 793-7500
       (Name and address of agent for service, including telephone number)
                              --------------------

                                    Copy to:
                       Winthrop, Stimson, Putnam & Roberts
                              695 East Main Street
                              Post Office Box 6760
                        Stamford, Connecticut 06904-6760
                                 (203) 348-2300
                       Attention: Frode Jensen, III, Esq.
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
                                        Amount          Proposed maximum        Proposed maximum        Amount of
Title of securities                      to be           offering price        aggregate offering     registration
to be registered                       registered          per share
price
fee
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per
share                                 4,208,000             $18.125               $76,270,000           $26,298
===========================================================================================================================
Estimated  pursuant  to Rule  457(c)  and Rule  457(h)  under the
         Securities Act of 1933, as amended (the "Securities Act"), based on the
         average of the high and low prices of BT Office Products International,
         Inc.  Common  Stock as reported on the New York Stock  Exchange on June
         28, 1996.
The registration fee for the securities registered hereby has been
         calculated  pursuant to Rule  457(h)(1),  under the  Securities Act and
         pursuant to Section 6(b) of the Securities Act.
PART I

               INFORMATION REQUIRED IN A SECTION 10(a) PROSPECTUS

    Note: The documents containing the information specified in this Part I will
be  sent or  given  to  employees  as  specified  by Rule  428(b)(1)  under  the
Securities  Act. Such  documents are not filed with the  Securities and Exchange
Commission (the "Commission")  either as part of this Registration  Statement or
as  prospectuses  or  prospectus  supplements  pursuant  to Rule 424  under  the
Securities  Act. Such documents and the documents  incorporated  by reference in
this  Registration  Statement  pursuant  to Item 3 of Part II of this  Form S-8,
taken together,  constitute a prospectus that meets the  requirements of Section
10(a) of the Securities Act.

Item 1.      Plan Information.

             See Note above.

Item 2.      Registrant Information and Employee Plan Annual Information.

             See Note above.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.      Incorporation of Documents by Reference

             The  following  documents  which have  heretofore  been filed by BT
Office Products  International,  Inc. (the "Registrant") (File No. 1-13858) with
the Commission  pursuant to the Securities Exchange Act of 1934, as amended (the
"1934 Act"),  or the Securities  Act are  incorporated  by reference  herein and
shall be deemed to be a part hereof:

             1.  The   Registrant's   Amendment  on  Form  10-Q/A  amending  the
    Registrant's  Quarterly  Report on Form 10-Q for the  fiscal  quarter  ended
    March 31, 1996.

             2. The  Registrant's  Quarterly  Report on Form 10-Q for the fiscal
    quarter ended March 31, 1996.

             3.  The  Registrant's  Amendment  on  Form  10-K/A-1  amending  the
    Registrant's  Annual  Report on Form 10-K for the year  ended  December  31,
    1995.

             4.  The Registrant's Annual Report on Form 10-K for the year ended
    December 31, 1995.

                                       -2-
5. The Registrant's  Current Reports on Form 8-K filed on March 29,
    1996 and May 20, 1996.

             6. The description of the  Registrant's  capital stock contained in
    Amendment No. 2 to the Registrant's Registration Statement on Form S-1 filed
    on July 7, 1995 pursuant to the Securities Act  (Registration No. 33-12124),
    including  any  amendment or report  filed for the purpose of updating  such
    description.

             All documents filed by the Registrant with the Commission  pursuant
to Sections 13(a),  13(c), 14 and 15(d) of the 1934 Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold  shall be  deemed  to be  incorporated  by  reference  in this
Registration  Statement  and made a part hereof from their  respective  dates of
filing (such documents,  and the documents  enumerated above,  being hereinafter
referred to as "Incorporated Documents");  provided, however, that the documents
enumerated  above or subsequently  filed by the Registrant  pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  1934 Act in each  year  during  which  the
offering  made by this  Registration  Statement is in effect prior to the filing
with the Commission of the Registrant's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference in this
Registration  Statement  or be a part  hereof  from and after the filing of such
Annual Report on Form 10-K.

             Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this Registration Statement.

Item 4.      Description of Securities.

             Not applicable.

Item 5.      Interests of Named Experts and Counsel.

             Legal matters in connection with the shares of Common Stock subject
to issuance  pursuant to the BT Office Products  International,  Inc. 1995 Stock
Option Plan or the Non- Qualified Stock Option Agreement  between the Registrant
and Herman C. Brauckmann have been passed upon by Winthrop,  Stimson, Putnam and
Roberts. Frode Jensen, III, a member of that firm, is Assistant Secretary of the
Registrant.

                                       -3-
Item 6.      Indemnification of Directors and Officers.

             The  Amended  and  Restated  Certificate  of  Incorporation  of the
Registrant  provides that no director of the Registrant  shall have any personal
liability to the  Registrant or its  stockholders  for any monetary  damages for
breach of  fiduciary  duty as a director,  except that the Amended and  Restated
Certificate  of  Incorporation  does not  eliminate or limit the  liability of a
director (i) for any breach of such 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 Delaware General Corporation Law, or (iv) for any transaction
from which such director derived an improper personal benefit.

             The By-laws of the  Registrant  provide that, to the fullest extent
permitted by the laws of the State of Delaware:

             (a) 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  (other than an action by or in the right of the  Registrant),  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  Registrant,  or is or was  serving at the  request of the  Registrant  as a
director, officer, 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 by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he 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.

             (b) 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 or suit by or in the right of the Registrant to procure a judgment in its
favor by reason of the fact that he is or was a director,  officer,  employee or
agent of the  Registrant,  or is or was serving at the request of the Registrant
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably  incurred by him in connection with the defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Registrant  and except that 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  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 Court of  Chancery  or such other court
shall deem proper.

             The By-laws of the  Registrant  further  provide that to the extent
that a  director,  officer,  employee  or  agent  of  the  Registrant  has  been
successful  on the  merits  or  otherwise  in  defense  of any  action,  suit or
proceeding  referred to in  paragraphs  (a) and (b) above,  or in defense of any
claim,  issue  or  matter  therein,  he shall be  indemnified  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection therewith;

                                       -4-
that expenses  (including  attorneys' fees) incurred by a director or officer of
the Registrant in defending any civil, criminal, administrative or investigative
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 such director or officer to repay such amount if
it shall  ultimately be determined  that he is not entitled to be indemnified by
the  Registrant  as  authorized  in the  By-Laws  of the  Registrant;  that  the
indemnification and advancement of expenses provided by, or granted pursuant to,
the provisions of the By-Laws of the Registrant shall not be deemed exclusive of
any other  rights to which  those  seeking  indemnification  or  advancement  of
expenses may be entitled; and that the Registrant is authorized, pursuant to the
discretion  of the Board of  Directors,  to purchase and  maintain  insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant 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,
whether or not the Registrant would have the power to indemnify him against such
liability under the By-Laws of the Registrant.

             The Registrant has also entered into  agreements  with its officers
and  directors  to  provide  supplemental  indemnification  consistent  with the
Registrant's Amended and Restated Certificate of Incorporation and By-laws.

Item 7.      Exemption from Registration Claimed.

             Not applicable.

Item 8.      Exhibits.

Exhibit
Number                              Description
- -------                             -----------

   4      -    Form of Stock Certificate (incorporated by reference to Exhibit
               4.1 to Amendment No. 2 to the  Registrant's  Registration  
               Statement on Form S-1 under the 1933 Act (Registration No. 
               33-92124)).

   5      -    Opinion of Winthrop, Stimson, Putnam & Roberts.

  23(a)   -    Consent of Ernst & Young LLP.

  23(b)   -    Consent of Winthrop, Stimson, Putnam & Roberts (included in 
               Exhibit 5).

  24      -    Power of Attorney (contained on signature page hereof).

  99(a)   -    BT Office Products International, Inc. 1995 Stock Option Plan.

  99(b)   -    Amended and Restated Non-Qualified Stock Option Agreement between
               the Registrant and Herman C. Brauckmann.

                                       -5-
Item 9.  Undertakings.

             (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.   Notwithstanding  the
                                foregoing, any increase or decrease in volume of
                                securities offered (if the total dollar value of
                                securities  offered  would not exceed that which
                                was  registered)  and any deviation from the low
                                or high and of the  estimated  maximum  offering
                                range may be reflected in the form of prospectus
                                filed  with  the  Commission  pursuant  to  Rule
                                424(b)  if, in the  aggregate,  the  changes  in
                                volume  and  price  represent  no  more  than 20
                                percent change in the maximum aggregate offering
                                price   set   forth  in  the   "Calculation   of
                                Registration   Fee"   table  in  the   effective
                                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
registration  statement is on Form S-3 or Form S-8 and the information  required
to be included in a  post-effective  amendment by those paragraphs are contained
in periodic reports filed by the Registrant pursuant to Section 13(a) or Section
15(d) of the 1934 Act that are  incorporated  by reference  in the  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  registration  by  means  of a  post-effective
    amendment any of the securities  being registered which remain unsold at the
    termination of the offering.

             (2) The  undersigned  Registrant  hereby  undertakes  that, for the
purpose of determining  any liability  under the  Securities  Act of 1933,  each
filing of the issuer's  annual report  pursuant to Section 13(a) or 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)

                                       -6-
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 the time shall be deemed to be the initial bona fide offering hereof.

             (3) Insofar as  indemnification  for liabilities  arising under the
Securities Act of 1933 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  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  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 Act and will be governed by the final adjudication of
such issue.

                                       -7-
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-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Buffalo Grove, State of Illinois, on this 3rd day of
July, 1996.

                            BT OFFICE PRODUCTS INTERNATIONAL, INC.

                            By: /s/ Rudolf A.J. Huyzer
                            ---------------------------------------
                            Rudolf A.J. Huyzer
                            President, Chief Executive Officer and Director

             KNOW  ALL  MEN  BY  THESE  PRESENTS,  that  each  individual  whose
signature  appears below constitutes and appoints each of Rudolf A.J. Huyzer and
John J. McKiernan his or her true and lawful attorney-in-fact and to act for him
or her and in his or her name,  place and stead, in any and all  capacities,  to
sign  any and  all  amendments  (including  post-effective  amendments)  to this
Registration Statement on Form S-8 to be filed pursuant to the Securities Act of
1933 in connection with the  registration  of shares of Common Stock,  par value
$.01 per share, of BT Office Products International,  Inc., and to file the same
with all exhibits thereto, and all documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting said  attorney-in-fact  and agent
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said attorney-in-fact and agent or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

                                       -8-
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
- ---------                           -----                             -----

/s/ Frank J. de Wit          Chairman of the Board of
- --------------------------          Directors                     July 3, 1996
(Frank J. de Wit)                                                 

                              President, Chief Executive
/s/ Rudolf A.J. Huyzer           Officer and Director             July 3, 1996
- --------------------------       
(Rudolf A.J. Huyzer)                  

                               Vice President-Finance and
                                 Administration, Chief
/s/ John J. McKiernan            Financial Officer and
- ---------------------------          Secretary                    July 3, 1996
(John J. McKiernan)                                   

                                Controller and Chief
/s/ Francis J. Leonard            Accounting Officer
- ---------------------------                        
(Francis J. Leonard)                                              July 3, 1996

/s/ Rob W.J.M. Bonnier
- ---------------------------       Director
(Rob W.J.M. Bonnier)                                              July 3, 1996

/s/ Karl M. von der Heyden
- ---------------------------       Director
(Karl M. von der Heyden)                                          July 3, 1996

/s/ Lorrence T. Kellar
- ---------------------------       Director
(Lorrence T. Kellar)                                              July 3, 1996

/s/ Frans H.J. Koffrie
- ---------------------------       Director
(Frans H.J. Koffrie)                                              July 3, 1996

/s/ James B. Miller
- ---------------------------       Director
(James B. Miller)                                                 July 3, 1996

                                       -9-
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    EXHIBITS

                                   filed with

                             Registration Statement

                                       on

                                    Form S-8

                                      under

                           The Securities Act of 1933

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

          BT Office Products International, Inc. 1995 Stock Option Plan
                                       and
                  Non-Qualified Stock Option Agreement Between
         BT Office Products International, Inc. and Herman C. Brauckmann

                     BT OFFICE PRODUCTS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)
EXHIBIT INDEX

          BT Office Products International, Inc. 1995 Stock Option Plan
                                       and
                  Non-Qualified Stock Option Agreement Between
                     The Registrant and Herman C. Brauckmann

Exhibit
Number                  Description                                      Page
- -------                 -----------                                      ----

*4    -      Form of Stock Certificate (incorporated by reference
             to Exhibit 4.1 to Amendment No. 2 to the Registrant's
             Registration Statement on Form S-1 under the 1933 Act 
             (Registration No. 33-92124)).

5     -      Opinion of Winthrop, Stimson, Putnam & Roberts.

23(a) -      Consent of Ernst & Young LLP.

23(b) -      Consent of Winthrop, Stimson, Putnam & Roberts (included in
             Exhibit 5).

24    -      Power of Attorney (contained on signature page hereof).

99(a) -      BT Office Products International, Inc. 1995 Stock Option Plan.
 
99(b) -      Amended and Restated Non-Qualified Stock Option Agreement
             between the Registrant and Herman C. Brauckmann

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

*  Incorporated by reference.