<PAGE>




     As filed with the Securities and Exchange Commission on September 25, 1996
                                                     REGISTRATION NO. 333-_____
- -------------------------------------------------------------------------------
                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                    ------------

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

                             U.S. OFFICE PRODUCTS COMPANY
               (Exact name of registrant as specified in its charter)

            DELAWARE                                52-1906050
  (State or other jurisdiction                   (I.R.S. Employer
of incorporation or organization)              Identification Number)




                     1440 NEW YORK AVENUE, N.W., SUITE 310
                             WASHINGTON, D.C. 20005
                                 (202) 628-9500
         (Address, including zip code, of Principal Executive Offices)
                                  ------------
                                           
                                           
      U.S. OFFICE PRODUCTS COMPANY 1996 NON-EMPLOYEE DIRECTORS' STOCK PLAN
                            (Full title of the Plan)
                                 ------------
                              JONATHAN J. LEDECKY
                             CHAIRMAN OF THE BOARD
                          U.S. OFFICE PRODUCTS COMPANY
                     1440 NEW YORK AVENUE, N.W., SUITE 310
                             WASHINGTON, D.C. 20005
                                 (202) 628-9500
    (Name and address, including and telephone number, of agent for service)

                                    COPIES TO: 
   LINDA L. GRIGGS, ESQ.                         MARK D. DIRECTOR, ESQ.
MORGAN, LEWIS & BOCKIUS LLP                     EXECUTIVE VICE PRESIDENT, 
    1800 M STREET, N.W.                       GENERAL COUNSEL & SECRETARY
WASHINGTON. D.C. 20036-5869                   U.S. OFFICE PRODUCTS COMPANY
      (202) 467-7000                      1440 NEW YORK AVENUE, N.W., SUITE 310
                                                  WASHINGTON, D.C.  20005
                                                        (202) 628-9500




                           CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Title of securities    Amount to be        Proposed maximum             Proposed maximum            Amount of
  to be registered     registered(1)    offering price per Share    aggregate offering price    registration fee
- -----------------------------------------------------------------------------------------------------------------
<S>                    <C>               <C>                        <C>                          <C>
Common Stock, par 
 value $0.001 per
 share .............      750,000           $33.635                    $25,218,750                    $8,696.00              
           
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------

</TABLE>

(1) Pursuant to Rule 416(a), the number of shares being registered shall be
    adjusted to include any additional shares which may become issuable as a
    result of stock splits, stock dividends, or similar transactions in
    accordance with anti-dilution provisions of the U.S. Office Products 
    Company 1996 Non-Employee Directors' Stock Plan.
(2) Calculated pursuant to Rule 457(c) and (h), based upon the average of the
    reported high and low sales prices for the Common Stock as reported on the
    Nasdaq National Market for September 19, 1996.

<PAGE>

                                        PART I

                 INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


ITEM 1.  PLAN INFORMATION.*


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*   Information required by Part I to be contained in the Section 10(a)
    prospectus is omitted from this Registration Statement in accordance
    with Rule 428 under the Securities Act of 1933, as amended, and the
    introductory Note to Part I of Form S-8.



                                       I-1
<PAGE>


                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                           


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents filed with the Securities and Exchange Commission 
(the "Commission") by U.S. Office Products Company, a Delaware corporation 
(the "Company"), are incorporated herein by reference:

    (a)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter
         ended July 27, 1996;

    (b)  The Company's Current Reports on Form 8-K dated September 23, 1996,
         August 20, 1996, July 26, 1996 (as amended), July 23, 1996, July 16,
         1996, and May 2, 1996 (as amended);

    (c)  The Company's Annual Report on Form 10-K for the fiscal year ended
         April 30, 1996; and

    (d)  The description of the Company's Common Stock, par value $0.001 per
         share (the "Common Stock"), under the caption "Description of
         Registrant's Securities to be Registered" in the Company's Amendment
         No. 1 to Registration Statement on Form 8-A, dated February 13, 1995,
         and the Company's Quarterly Report on Form 10-Q for the fiscal quarter
         ended July 27, 1996 disclosing, among other things, an amendment to
         the Company's Amended and Restated Certificate of Incorporation.

    In addition, all reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment 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 herein and to be a part hereof from the date of
filing of such reports and documents.

    Any statement contained herein or in a document all or a portion of which 
is incorporated or deemed to be incorporated by reference herein 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 document which also is or is deemed to be incorporated by 
reference herein 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.

    Not applicable.

                                       II-1

<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    The Company's Amended and Restated By-laws provide that the Company 
shall, to the fullest extent permitted by Section 145 of the General 
Corporation Law of the State of Delaware, as amended from time to time, 
indemnify all persons whom it may indemnify pursuant thereto.

    Section 145 of the General Corporation Law of the State of Delaware, as 
amended, 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 an action 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 
interest 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 indemnify for such 
expenses despite such adjudication of liability.

    Article Seven of the Company's Amended and Restated Certificate of 
Incorporation provides that the Company's directors will not be personally 
liable to the Company or its stockholders for monetary damages resulting from 
breaches of their fiduciary duty as directors except (a) for any breach of 
the duty of loyalty to the Company or its stockholders, (b) for acts or 
omissions not in good faith or which involve intentional misconduct or a 
knowing violation of law, (c) under Section 174 of the General Corporation 
Law of the State of Delaware, as amended, which makes directors liable for 
unlawful dividends or unlawful stock repurchases or redemptions or (d) for 
transactions from which directors derive improper personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION.

    Not applicable.


ITEM 8.  EXHIBITS.


Exhibit   Description
- -------   ------------


4.1       Amended and Restated Certificate of Incorporation of the
          Company (Exhibit 3.1 to the Company's Quarterly Report on
          Form 10-Q for the fiscal quarter ended July 27, 1996 and
          filed with the Commission on September 10, 1996 is hereby
          incorporated by reference)

4.2       Amended and Restated  By-laws of the Company (Exhibit 3.2
          to the Company's Annual Report on Form 10-K for the
          fiscal year ended April 30, 1996 and filed with
          the Commission on July 16, 1996 is hereby incorporated by
          reference)

4.3       Form of certificate evidencing ownership of Common Stock
          of the Company (Exhibit 4.1 to the Company's Registration
          Statement on Form S-1 (File No. 33-88096), filed December
          30, 1994, is hereby incorporated by reference)

5.1       Opinion of Morgan, Lewis & Bockius LLP

23.1      Consent of Price Waterhouse LLP

                                       II-2

<PAGE>

23.2      Consent of Ernst & Young LLP

23.3      Consent of Swink, Fiehler & Hoffman, P.C.

23.4      Consent of Shinners, Hucovski & Company

23.5      Consent of BDO Seidman LLP

23.6      Consent of Thorne Little

23.7      Consent of Ehrhardt Keefe Steiner & Hottman PC

23.8      Consent of Joel S. Baum P.A.

23.9     Consent of Hamilton & Associates, Inc.

23.10     Consent of Petherbridge, Davis & Company, P.A.

23.11     Consent of Deloitte Touche Tohmatsu

23.12(a)  Consent of Day Nielson

23.12(b)  Consent of Day Neilson

23.12(c)  Consent of Day Neilson

23.12(d)  Consent of Day Neilson

23.13     Consent of Morgan, Lewis & Bockius LLP (included in
          Exhibit 5.1)

24.1      Powers of Attorney (included on signature pages hereof)

ITEM 9.  UNDERTAKINGS

    (a)  The undersigned registrant hereby undertakes:

         (1)  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;

              (ii)  To reflect in the prospectus any facts or events arising
              after the effective date of this 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 this 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) any deviation
              from the low or high end of the estimated maximum offering range
              may be reflected in the form of prospectus filed with the
              Commission pursuant to Rule 424(b) of the Securities Act if, in
              the aggregate, the changes in volume and price represent no more
              than a 20% change in the maximum aggregate offering price set
              forth in the "Calculation of Registration Fee" table in the
              effective registration statement; and

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

PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the Registration Statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

                                       II-3


<PAGE>

         (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)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company'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)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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.

                                       II-4

<PAGE>


                                      SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Company
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 Washington, District of Columbia, on September 25,
1996.


                                    U.S. OFFICE PRODUCTS COMPANY


                                    By:  /s/  Jonathan J. Ledecky 
                                         -------------------------
                                         Name: Jonathan J. Ledecky
                                         Title: Chief Executive Officer

    Each person whose signature appears below hereby appoints Jonathan J.
Ledecky and Mark D. Director, and both of them, either of whom may act without
the joinder of the other, as his 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
(including post-effective amendments) to this Registration Statement and any
registration  statements for the same offering filed pursuant to Rule 462 under
the Securities Act of 1933, and to file the same, with all exhibits thereto and
all other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents full power and authority to perform each and
every act and thing appropriate or necessary to be done, as full and for 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.

<TABLE>

<CAPTION>


SIGNATURE                   CAPACITY IN WHICH SIGNED                             DATE
- ------------------------     ---------------------------                         -----
<S>                          <C>                                             <C>
/s/  Jonathan J. Ledecky     Chairman of the Board and Chief Executive       September 25, 1996
- ------------------------     Officer (Principal Executive Officer)
Jonathan J. Ledecky

/s/  Donald H. Platt         Chief Financial Officer (Principal Financial    September 25, 1996
- ------------------------     Officer and Principal Accounting Officer)
Donald H. Platt

/s/  Timothy J. Flynn        Director                                        September 25, 1996
- ------------------------     
Timothy J. Flynn

/s/  Thomas J. Reaser        Director                                        September 25, 1996
- ------------------------     
Thomas J. Reaser

/s/  John K. Burgess         Director                                        September 25, 1996
- ------------------------     
John K. Burgess

/s/  Jack L. Becker, Jr.     Director                                        September 25, 1996
- ------------------------     
Jack L. Becker, Jr.

/s/  Clifton B. Phillips     Director                                        September 25, 1996
- ------------------------- 
Clifton B. Phillips

/s/  Milton H. Kuyers        Director                                        September 25, 1996
- -------------------------
Milton H. Kuyers

                                       II-5

<PAGE>



/s/  Allon H. Lefever        Director                                        September 25, 1996
- -------------------------
Allon H. Lefever


/s/  Edward J. Mathias       Director                                        September 25, 1996
- -------------------------
Edward J. Mathias


/s/  John A. Quelch          Director                                        September 25, 1996
- -------------------------
John A. Quelch


/s/  David C. Gezon          Director                                        September 25, 1996
- -------------------------
David C. Gezon


/s/  David C. Copenhaver     Director                                        September 25, 1996
- -------------------------
David C. Copenhaver


/s/  Mark A. Sorgenfrei      Director                                        September 25, 1996
- -------------------------
Mark A. Sorgenfrei

</TABLE>
                                       II-6

<PAGE>

                                    EXHIBIT INDEX



Exhibit   Description
- -------   ------------
4.1       Amended and Restated Certificate of Incorporation of the
          Company (Exhibit 3.1 to the Company's Quarterly Report on
          Form 10-Q for the fiscal quarter ended July 27, 1996 and
          filed with the Commission on September 10, 1996 is hereby
          incorporated by reference.

4.2       Amended and Restated  By-laws of the Company (Exhibit 3.2
          to the Company's Annual Report on Form 10-K for the
          fiscal year quarter ended April 30, 1996 and filed with
          the Commission on July 16, 1996 is hereby incorporated by
          reference.

4.3       Form of certificate evidencing ownership of Common Stock
          of the Company (Exhibit 4.1 to the Company's Registration
          Statement on Form S-1 (File No. 33-88096), filed December
          30, 1994, is hereby incorporated by reference.

5.1       Opinion of Morgan, Lewis & Bockius LLP

23.1      Consent of Price Waterhouse LLP

23.2      Consent of Ernst & Young LLP

23.3      Consent of Swink, Fiehler & Hoffman, P.C.

23.4      Consent of Shinners, Hucovski & Company

23.5      Consent of BDO Seidman LLP

23.6      Consent of Thorne Little

23.7      Consent of Ehrhardt Keefe Steiner & Hottman PC

23.8      Consent of Joel S. Baum P.A.

23.9     Consent of Hamilton & Associates, Inc.

23.10     Consent of Petherbridge, Davis & Company, P.A.

23.11     Consent of Deloitte Touche Tohmatsu

23.12(a)  Consent of Day Nielson

23.12(b)  Consent of Day Neilson

23.12(c)  Cosnent of Day Neilson

23.12(d)  Consent of Day Neilson

23.13     Consent of Morgan, Lewis & Bockius LLP (included in
          Exhibit 5.1)

24.1      Powers of Attorney (included on signature pages hereof)

                                       II-7
[{"type": "S-8", "sequence": "1", "description": "REG COV, PART I, PART II", "secsgml_size_bytes": 23054}]
{"company-data": {"conformed-name": "US OFFICE PRODUCTS CO", "cik": "0000934852", "assigned-sic": "5961", "irs-number": "521906050", "state-of-incorporation": "DE", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12789", "film-number": "96635284"}, "business-address": {"street1": "1440 NEW YORK AVE NW SUITE 310", "city": "WASHINGTON", "state": "DC", "zip": "20005", "phone": "2026289500"}}
As filed with the Securities and Exchange Commission on September 25, 1996
                                                     REGISTRATION NO. 333-_____
- -------------------------------------------------------------------------------
                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                    ------------

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

                             U.S. OFFICE PRODUCTS COMPANY
               (Exact name of registrant as specified in its charter)

            DELAWARE                                52-1906050
  (State or other jurisdiction                   (I.R.S. Employer
of incorporation or organization)              Identification Number)

                     1440 NEW YORK AVENUE, N.W., SUITE 310
                             WASHINGTON, D.C. 20005
                                 (202) 628-9500
         (Address, including zip code, of Principal Executive Offices)
                                  ------------
                                           
                                           
      U.S. OFFICE PRODUCTS COMPANY 1996 NON-EMPLOYEE DIRECTORS' STOCK PLAN
                            (Full title of the Plan)
                                 ------------
                              JONATHAN J. LEDECKY
                             CHAIRMAN OF THE BOARD
                          U.S. OFFICE PRODUCTS COMPANY
                     1440 NEW YORK AVENUE, N.W., SUITE 310
                             WASHINGTON, D.C. 20005
                                 (202) 628-9500
    (Name and address, including and telephone number, of agent for service)

                                    COPIES TO: 
   LINDA L. GRIGGS, ESQ.                         MARK D. DIRECTOR, ESQ.
MORGAN, LEWIS & BOCKIUS LLP                     EXECUTIVE VICE PRESIDENT, 
    1800 M STREET, N.W.                       GENERAL COUNSEL & SECRETARY
WASHINGTON. D.C. 20036-5869                   U.S. OFFICE PRODUCTS COMPANY
      (202) 467-7000                      1440 NEW YORK AVENUE, N.W., SUITE 310
                                                  WASHINGTON, D.C.  20005
                                                        (202) 628-9500

                           CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Title of securities    Amount to be        Proposed maximum             Proposed maximum            Amount of
  to be registered     registered(1)    offering price per Share    aggregate offering price    registration fee
- -----------------------------------------------------------------------------------------------------------------
Common Stock, par 
 value $0.001 per
 share .............      750,000           $33.635                    $25,218,750                    $8,696.00              
           
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a), the number of shares being registered shall be
    adjusted to include any additional shares which may become issuable as a
    result of stock splits, stock dividends, or similar transactions in
    accordance with anti-dilution provisions of the U.S. Office Products 
    Company 1996 Non-Employee Directors' Stock Plan.
(2) Calculated pursuant to Rule 457(c) and (h), based upon the average of the
    reported high and low sales prices for the Common Stock as reported on the
    Nasdaq National Market for September 19, 1996.
PART I

                 INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*   Information required by Part I to be contained in the Section 10(a)
    prospectus is omitted from this Registration Statement in accordance
    with Rule 428 under the Securities Act of 1933, as amended, and the
    introductory Note to Part I of Form S-8.

                                       I-1
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                           

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents filed with the Securities and Exchange Commission 
(the "Commission") by U.S. Office Products Company, a Delaware corporation 
(the "Company"), are incorporated herein by reference:

    (a)  The Company's Quarterly Report on Form 10-Q for the fiscal quarter
         ended July 27, 1996;

    (b)  The Company's Current Reports on Form 8-K dated September 23, 1996,
         August 20, 1996, July 26, 1996 (as amended), July 23, 1996, July 16,
         1996, and May 2, 1996 (as amended);

    (c)  The Company's Annual Report on Form 10-K for the fiscal year ended
         April 30, 1996; and

    (d)  The description of the Company's Common Stock, par value $0.001 per
         share (the "Common Stock"), under the caption "Description of
         Registrant's Securities to be Registered" in the Company's Amendment
         No. 1 to Registration Statement on Form 8-A, dated February 13, 1995,
         and the Company's Quarterly Report on Form 10-Q for the fiscal quarter
         ended July 27, 1996 disclosing, among other things, an amendment to
         the Company's Amended and Restated Certificate of Incorporation.

    In addition, all reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment 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 herein and to be a part hereof from the date of
filing of such reports and documents.

    Any statement contained herein or in a document all or a portion of which 
is incorporated or deemed to be incorporated by reference herein 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 document which also is or is deemed to be incorporated by 
reference herein 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.

    Not applicable.

                                       II-1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    The Company's Amended and Restated By-laws provide that the Company 
shall, to the fullest extent permitted by Section 145 of the General 
Corporation Law of the State of Delaware, as amended from time to time, 
indemnify all persons whom it may indemnify pursuant thereto.

    Section 145 of the General Corporation Law of the State of Delaware, as 
amended, 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 an action 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 
interest 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 indemnify for such 
expenses despite such adjudication of liability.

    Article Seven of the Company's Amended and Restated Certificate of 
Incorporation provides that the Company's directors will not be personally 
liable to the Company or its stockholders for monetary damages resulting from 
breaches of their fiduciary duty as directors except (a) for any breach of 
the duty of loyalty to the Company or its stockholders, (b) for acts or 
omissions not in good faith or which involve intentional misconduct or a 
knowing violation of law, (c) under Section 174 of the General Corporation 
Law of the State of Delaware, as amended, which makes directors liable for 
unlawful dividends or unlawful stock repurchases or redemptions or (d) for 
transactions from which directors derive improper personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION.

    Not applicable.

ITEM 8.  EXHIBITS.

Exhibit   Description
- -------   ------------

4.1       Amended and Restated Certificate of Incorporation of the
          Company (Exhibit 3.1 to the Company's Quarterly Report on
          Form 10-Q for the fiscal quarter ended July 27, 1996 and
          filed with the Commission on September 10, 1996 is hereby
          incorporated by reference)

4.2       Amended and Restated  By-laws of the Company (Exhibit 3.2
          to the Company's Annual Report on Form 10-K for the
          fiscal year ended April 30, 1996 and filed with
          the Commission on July 16, 1996 is hereby incorporated by
          reference)

4.3       Form of certificate evidencing ownership of Common Stock
          of the Company (Exhibit 4.1 to the Company's Registration
          Statement on Form S-1 (File No. 33-88096), filed December
          30, 1994, is hereby incorporated by reference)

5.1       Opinion of Morgan, Lewis & Bockius LLP

23.1      Consent of Price Waterhouse LLP

                                       II-2
23.2      Consent of Ernst & Young LLP

23.3      Consent of Swink, Fiehler & Hoffman, P.C.

23.4      Consent of Shinners, Hucovski & Company

23.5      Consent of BDO Seidman LLP

23.6      Consent of Thorne Little

23.7      Consent of Ehrhardt Keefe Steiner & Hottman PC

23.8      Consent of Joel S. Baum P.A.

23.9     Consent of Hamilton & Associates, Inc.

23.10     Consent of Petherbridge, Davis & Company, P.A.

23.11     Consent of Deloitte Touche Tohmatsu

23.12(a)  Consent of Day Nielson

23.12(b)  Consent of Day Neilson

23.12(c)  Consent of Day Neilson

23.12(d)  Consent of Day Neilson

23.13     Consent of Morgan, Lewis & Bockius LLP (included in
          Exhibit 5.1)

24.1      Powers of Attorney (included on signature pages hereof)

ITEM 9.  UNDERTAKINGS

    (a)  The undersigned registrant hereby undertakes:

         (1)  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;

              (ii)  To reflect in the prospectus any facts or events arising
              after the effective date of this 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 this 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) any deviation
              from the low or high end of the estimated maximum offering range
              may be reflected in the form of prospectus filed with the
              Commission pursuant to Rule 424(b) of the Securities Act if, in
              the aggregate, the changes in volume and price represent no more
              than a 20% change in the maximum aggregate offering price set
              forth in the "Calculation of Registration Fee" table in the
              effective registration statement; and

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

PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the Registration Statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

                                       II-3
(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)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company'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)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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.

                                       II-4
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Company
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 Washington, District of Columbia, on September 25,
1996.

                                    U.S. OFFICE PRODUCTS COMPANY

                                    By:  /s/  Jonathan J. Ledecky 
                                         -------------------------
                                         Name: Jonathan J. Ledecky
                                         Title: Chief Executive Officer

    Each person whose signature appears below hereby appoints Jonathan J.
Ledecky and Mark D. Director, and both of them, either of whom may act without
the joinder of the other, as his 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
(including post-effective amendments) to this Registration Statement and any
registration  statements for the same offering filed pursuant to Rule 462 under
the Securities Act of 1933, and to file the same, with all exhibits thereto and
all other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents full power and authority to perform each and
every act and thing appropriate or necessary to be done, as full and for 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                   CAPACITY IN WHICH SIGNED                             DATE
- ------------------------     ---------------------------                         -----
/s/  Jonathan J. Ledecky     Chairman of the Board and Chief Executive       September 25, 1996
- ------------------------     Officer (Principal Executive Officer)
Jonathan J. Ledecky

/s/  Donald H. Platt         Chief Financial Officer (Principal Financial    September 25, 1996
- ------------------------     Officer and Principal Accounting Officer)
Donald H. Platt

/s/  Timothy J. Flynn        Director                                        September 25, 1996
- ------------------------     
Timothy J. Flynn

/s/  Thomas J. Reaser        Director                                        September 25, 1996
- ------------------------     
Thomas J. Reaser

/s/  John K. Burgess         Director                                        September 25, 1996
- ------------------------     
John K. Burgess

/s/  Jack L. Becker, Jr.     Director                                        September 25, 1996
- ------------------------     
Jack L. Becker, Jr.

/s/  Clifton B. Phillips     Director                                        September 25, 1996
- ------------------------- 
Clifton B. Phillips

/s/  Milton H. Kuyers        Director                                        September 25, 1996
- -------------------------
Milton H. Kuyers

                                       II-5
/s/  Allon H. Lefever        Director                                        September 25, 1996
- -------------------------
Allon H. Lefever

/s/  Edward J. Mathias       Director                                        September 25, 1996
- -------------------------
Edward J. Mathias

/s/  John A. Quelch          Director                                        September 25, 1996
- -------------------------
John A. Quelch

/s/  David C. Gezon          Director                                        September 25, 1996
- -------------------------
David C. Gezon

/s/  David C. Copenhaver     Director                                        September 25, 1996
- -------------------------
David C. Copenhaver

/s/  Mark A. Sorgenfrei      Director                                        September 25, 1996
- -------------------------
Mark A. Sorgenfrei
II-6
EXHIBIT INDEX

Exhibit   Description
- -------   ------------
4.1       Amended and Restated Certificate of Incorporation of the
          Company (Exhibit 3.1 to the Company's Quarterly Report on
          Form 10-Q for the fiscal quarter ended July 27, 1996 and
          filed with the Commission on September 10, 1996 is hereby
          incorporated by reference.

4.2       Amended and Restated  By-laws of the Company (Exhibit 3.2
          to the Company's Annual Report on Form 10-K for the
          fiscal year quarter ended April 30, 1996 and filed with
          the Commission on July 16, 1996 is hereby incorporated by
          reference.

4.3       Form of certificate evidencing ownership of Common Stock
          of the Company (Exhibit 4.1 to the Company's Registration
          Statement on Form S-1 (File No. 33-88096), filed December
          30, 1994, is hereby incorporated by reference.

5.1       Opinion of Morgan, Lewis & Bockius LLP

23.1      Consent of Price Waterhouse LLP

23.2      Consent of Ernst & Young LLP

23.3      Consent of Swink, Fiehler & Hoffman, P.C.

23.4      Consent of Shinners, Hucovski & Company

23.5      Consent of BDO Seidman LLP

23.6      Consent of Thorne Little

23.7      Consent of Ehrhardt Keefe Steiner & Hottman PC

23.8      Consent of Joel S. Baum P.A.

23.9     Consent of Hamilton & Associates, Inc.

23.10     Consent of Petherbridge, Davis & Company, P.A.

23.11     Consent of Deloitte Touche Tohmatsu

23.12(a)  Consent of Day Nielson

23.12(b)  Consent of Day Neilson

23.12(c)  Cosnent of Day Neilson

23.12(d)  Consent of Day Neilson

23.13     Consent of Morgan, Lewis & Bockius LLP (included in
          Exhibit 5.1)

24.1      Powers of Attorney (included on signature pages hereof)

                                       II-7