As filed with the Securities and Exchange Commission on September 30, 1999

                                             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 of                         (I.R.S. employer
 incorporation or organization)                      identification number)

                       1025 Thomas Jefferson Place, N.W.,
                         Suite 600E Washington, DC 20007
                    (Address of Principal Executive Offices)

                                 (202) 339-6700
              (Registrant's telephone number, including area code)

                          U.S. Office Products Company
                        1999 Employee Stock Purchase Plan
                            (Full title of the plan)

                               Warren D. Feldberg
                      President and Chief Executive Officer
                          U.S. Office Products Company
                  1025 Thomas Jefferson Place, N.W., Suite 600E
                              Washington, DC 20007
                                 (202) 339-6700
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

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


                                 With a copy to:
                            R. Scott Kilgore, Esquire
                           Wilmer, Cutler & Pickering
                                2445 M Street, NW
                           Washington, D.C. 20037-1420
                                 (202) 663-6000

                            Mark D. Director, Esquire
                          U.S. Office Products Company
                        1025 Thomas Jefferson Place, N.W.
                                   Suite 600 E
                              Washington, DC 20007
                                 (202) 339-6700

                           ---------------------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

<S>                       <C>                       <C>              <C>                <C>                <C>

                                                                       Proposed          Proposed
                              Title of                                  Maximum           Maximum
                            Securities               Amount           Offering          Aggregate        Amount of
                               to be                  to be              Price           Offering       Registration
 Name of Plan                Registered             Registered         Per Share           Price             Fee

- ------------------------------------------------------------------------------------------------------------------------------------
1999 Employee             Common Stock, par         1,000,000          $3.6565          $3,656,500          $1016.51
Stock Purchase Plan       value $0.01 per share,

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

<FN>

(1)      In accordance  with Rule 457(h) and Rule 457(c) the aggregate  offering
         price and the amount of the  registration fee are computed on the basis
         of the average of the high and low prices  reported in the Nasdaq Stock
         Market on September___, 1999.
</FN>
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      - 1 -

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Note: The document(s)  containing the information required by Item 1 of
Form S-8 and the statement of  availability  of registrant  information  and any
other  information  required  by Item 2 of Form  S-8  will be sent or  given  to
participants  as  specified  by Rule 428 under the  Securities  Act of 1933,  as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such  documents  are not being 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. US Office Products  Company (the  "Registrant" or the
"Company")  shall  maintain  a file of such  documents  in  accordance  with the
provisions  of  Rule  428.  Upon  request,  the  Registrant  shall  furnish  the
Commission  or its staff a copy or copies of all of the  documents  included  in
such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.   Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act") (prior to filing of a
Post-Effective  Amendment that  indicates that all securities  offered have been
sold or that  deregisters all securities then remaining  unsold) shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

         (a) The  Company's  Form 10-K filed with the  Securities  and  Exchange
Commission on July 22, 1999.

         (b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since April 24, 1999.

         (c) 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 interim period ended July 27, 1996 disclosing, among
other things, an amendment to the Company's Amended and Restated  Certificate of
Incorporation.

         Item 4.   Description of Securities

         Not Applicable.

         Item 5.   Interests of Named Experts and Counsel

         Not Applicable

         Item 6.   Indemnification of Directors and Officers

         Article  8  of  the  Company's  Amended  and  Restated  Certificate  of
Incorporation provides for indemnification of the directors, officers, employees
and agents of US Office Products  Company  ("USOP") to the full extent currently
permitted by law.


                                     - 2 -
<PAGE>

Section 145 of the Delaware  General  Corporation  Law (the  "DGCL")  empowers a
Delaware  corporation to indemnify any person who was or is, 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 such  corporation)  by reason of the fact that
such  person  is  or  was  a  director,  officer,  employee  or  agent  of  such
corporation,  or is or was  serving  at the  request  of such  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust  or  other  enterprise.   The  indemnity  may  include  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by such person in connection with such action,
suit or  proceeding,  provided  that such  person  acted in good  faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  such  person had no  reasonable  cause to believe  his  conduct was
unlawful.  A Delaware  corporation may indemnify such persons  against  expenses
(including  attorneys'  fees)  in  actions  brought  by or in the  right  of the
corporation to procure a judgment in its favor under the same conditions, except
that no indemnification is permitted in respect of any claim, issue or matter as
to which such person  shall have been  adjudged to be liable to the  corporation
unless and to the extent the Court of  Chancery  of the State of Delaware or the
court in which such action or suit was brought shall determine upon  application
that,  in view of all  circumstances  of the case,  such  person  is fairly  and
reasonably  entitled to indemnity  for such expenses as the Court of Chancery or
other  such  court  shall  deem  proper.  To the  extent  such  person  has been
successful  on the merits or  otherwise  in defense  of any action  referred  to
above, or in defense of any claim, issue or matter therein, the corporation must
indemnify such person against expenses (including  attorneys' fees) actually and
reasonably incurred by such person in connection therewith.  The indemnification
and advancement of expenses provided for in, or granted pursuant to, Section 145
is not exclusive of any other rights to which those seeking  indemnification  or
advancement  of expenses may be entitled  under any by-law,  agreement,  vote of
stockholders or disinterested directors or otherwise.

         Section 145 also  provides that a  corporation  may maintain  insurance
against  liabilities for which  indemnification is not expressly provided by the
statute.

         In   addition,   the  USOP   Amended  and   Restated   Certificate   of
Incorporation,  as permitted by Section  102(b) of the DGCL,  limits  directors'
liability to USOP and its  stockholders by eliminating  liability in damages for
breach  of  fiduciary  duty.  Section  5.5  of the  USOP  Amended  and  Restated
Certificate of Incorporation provides that neither USOP nor its stockholders may
recover damages from USOP directors for breach of their fiduciary  duties in the
performance of their duties as directors of USOP. As limited by Section  102(b),
this provision cannot,  however, have the effect of indemnifying any director of
USOP in the case of liability  (i) for a breach of  director's  duty of loyalty,
(ii) for acts of  omissions  not in good  faith  or  which  involve  intentional
misconduct  or a knowing  violation  of law,  (iii)  for  unlawful  payments  of
dividends or unlawful  stock  repurchases  or redemptions as provided in Section
174 of the DGCL or (iv) for any  transactions  for which the director derived an
improper personal benefit.

         Item 7.   Exemption from Registration Claimed

         Not Applicable.

         Item 8.   Exhibits

         The  Exhibit  Index   attached  to  this   registration   statement  is
incorporated herein by reference.

         Item 9.   Undertakings

         The undersigned Registrant hereby undertakes the following:

         (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 of 1933;


                                      - 3 -

<PAGE>

                           (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)
                                that,  individually  or  in  the  aggregate,
                                represent  a   fundamental   change  in  the
                                information  set  forth in the  registration
                                statement;



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

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

                  (2) 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.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  that 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 of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934 (and,  where  applicable,  each  filing of any
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  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  Securities  and
Exchange  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  of 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.

            [The remainder of this page is intentionally left blank.]


                                      - 4 -

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Washington, District of Columbia, on
September 30, 1999.

                                        U.S. OFFICE PRODUCTS COMPANY

                                         /s/ Warren D. Feldberg
                                         ---------------------------------------
                                         Warren D. Feldberg
                                         President and Chief Executive Officer



                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that the Company's Chief Executive
Officer, Chief Financial Officer, and Secretary have been appointed,
collectively and individually, as the attorneys-in-fact of the Company  and  as
the attorneys-in-fact of each of the  directors of the Company, with full power
of substitution and resubstitution for the Company and each director of the
Company to sign, date, attest, and file the Registration Statement, or any other
related form with respect to the registration and issuance of the stock options
and the shares of Common Stock and other interests of the Company issuable under
the Company's 1999 Employee Stock Purchase Plan. 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/ Charles P. Pieper    Chairman of the Board             September 30, 1999
- ---------------------
Charles P. Pieper


/s/ Warren D. Feldberg   President and Chief Executive     September 30, 1999
- ----------------------   Officer
Warren D. Feldberg


/s/Joseph T. Doyle       Executive Vice President and      September 30, 1999
- ------------------       Chief Financial Officer
Joseph T. Doyle

                                      - 5 -

<PAGE>




      Signature                 Title                          Date



/s/ Frank P. Doyle              Director                   September 30, 1999
- ------------------
Frank P. Doyle



/s/ Kevin J. Conway             Director                   September 30, 1999
- -------------------
Kevin J. Conway


/s/ Brian D. Finn               Director                   September 30, 1999
- -------------------
Brian D. Finn


/s/ L. Dennis Kozlowski         Director                   September 30, 1999
- -----------------------
L. Dennis Kozlowski


/s/ Milton H. Kuyers            Director                   September 30, 1999
- --------------------
Milton H. Kuyers


/s/ Allon H. Lefever            Director                   September 30, 1999
- --------------------
Allon H. Lefever


/s/ Edward J. Mathias           Director                   September 30, 1999
- ---------------------
Edward J. Mathias



* Mark D. Director, by signing his name below, signs this document on behalf of
each of the persons  indicated above under a power of attorney executed by each
person  indicated above and set forth on the signature page of the  Registration
Statement filed with the Securities and Exchange Commission.



BY:      /s/ Mark Director

         ------------------
          Mark D. Director


                                      - 6 -


<PAGE>



                                  EXHIBIT INDEX


Exhibit
Number        Description

4         1999 Employee Stock Purchase Plan (a)

5         Opinion of Wilmer, Cutler & Pickering, as to the legality of the
          securities being registered

23.1      Consent of PricewaterhouseCoopers LLP, independent certified public
          accountant

24        Power of attorney (included on signature pages of this Registration
          Statement)

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

(a)      Incorporated  herein by reference to the Schedule 14A previously filed
         by the Registrant on July 30, 1999.



                                      - 7 -

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20471}]
{"company-data": {"conformed-name": "US OFFICE PRODUCTS CO", "cik": "0000934852", "assigned-sic": "5961", "irs-number": "521906050", "state-of-incorporation": "DE", "fiscal-year-end": "0424"}, "filing-values": {"form-type": "S-8", "file-number": "333-88117", "film-number": "99720632"}, "business-address": {"street1": "1025 THOMAS JEFFERSON ST NW", "street2": "STE 600E", "city": "WASHINGTON", "state": "DC", "zip": "18503", "phone": "2023396700"}}
As filed with the Securities and Exchange Commission on September 30, 1999

                                             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 of                         (I.R.S. employer
 incorporation or organization)                      identification number)

                       1025 Thomas Jefferson Place, N.W.,
                         Suite 600E Washington, DC 20007
                    (Address of Principal Executive Offices)

                                 (202) 339-6700
              (Registrant's telephone number, including area code)

                          U.S. Office Products Company
                        1999 Employee Stock Purchase Plan
                            (Full title of the plan)

                               Warren D. Feldberg
                      President and Chief Executive Officer
                          U.S. Office Products Company
                  1025 Thomas Jefferson Place, N.W., Suite 600E
                              Washington, DC 20007
                                 (202) 339-6700
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                 With a copy to:
                            R. Scott Kilgore, Esquire
                           Wilmer, Cutler & Pickering
                                2445 M Street, NW
                           Washington, D.C. 20037-1420
                                 (202) 663-6000

                            Mark D. Director, Esquire
                          U.S. Office Products Company
                        1025 Thomas Jefferson Place, N.W.
                                   Suite 600 E
                              Washington, DC 20007
                                 (202) 339-6700

                           ---------------------------
CALCULATION OF REGISTRATION FEE
Proposed          Proposed
                              Title of                                  Maximum           Maximum
                            Securities               Amount           Offering          Aggregate        Amount of
                               to be                  to be              Price           Offering       Registration
 Name of Plan                Registered             Registered         Per Share           Price             Fee

- ------------------------------------------------------------------------------------------------------------------------------------
1999 Employee             Common Stock, par         1,000,000          $3.6565          $3,656,500          $1016.51
Stock Purchase Plan       value $0.01 per share,

- ------------------------------------------------------------------------------------------------------------------------------------
(1)      In accordance  with Rule 457(h) and Rule 457(c) the aggregate  offering
         price and the amount of the  registration fee are computed on the basis
         of the average of the high and low prices  reported in the Nasdaq Stock
         Market on September___, 1999.
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- 1 -
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Note: The document(s)  containing the information required by Item 1 of
Form S-8 and the statement of  availability  of registrant  information  and any
other  information  required  by Item 2 of Form  S-8  will be sent or  given  to
participants  as  specified  by Rule 428 under the  Securities  Act of 1933,  as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such  documents  are not being 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. US Office Products  Company (the  "Registrant" or the
"Company")  shall  maintain  a file of such  documents  in  accordance  with the
provisions  of  Rule  428.  Upon  request,  the  Registrant  shall  furnish  the
Commission  or its staff a copy or copies of all of the  documents  included  in
such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Item 3.   Incorporation of Documents by Reference

         The Company hereby  incorporates  by reference the documents  listed in
(a) through (c) below.  In addition,  all  documents  subsequently  filed by the
Company  pursuant  to  Section  13(a),  13(c),  14 and  15(d) of the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act") (prior to filing of a
Post-Effective  Amendment that  indicates that all securities  offered have been
sold or that  deregisters all securities then remaining  unsold) shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

         (a) The  Company's  Form 10-K filed with the  Securities  and  Exchange
Commission on July 22, 1999.

         (b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since April 24, 1999.

         (c) 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 interim period ended July 27, 1996 disclosing, among
other things, an amendment to the Company's Amended and Restated  Certificate of
Incorporation.

         Item 4.   Description of Securities

         Not Applicable.

         Item 5.   Interests of Named Experts and Counsel

         Not Applicable

         Item 6.   Indemnification of Directors and Officers

         Article  8  of  the  Company's  Amended  and  Restated  Certificate  of
Incorporation provides for indemnification of the directors, officers, employees
and agents of US Office Products  Company  ("USOP") to the full extent currently
permitted by law.

                                     - 2 -
Section 145 of the Delaware  General  Corporation  Law (the  "DGCL")  empowers a
Delaware  corporation to indemnify any person who was or is, 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 such  corporation)  by reason of the fact that
such  person  is  or  was  a  director,  officer,  employee  or  agent  of  such
corporation,  or is or was  serving  at the  request  of such  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust  or  other  enterprise.   The  indemnity  may  include  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by such person in connection with such action,
suit or  proceeding,  provided  that such  person  acted in good  faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  such  person had no  reasonable  cause to believe  his  conduct was
unlawful.  A Delaware  corporation may indemnify such persons  against  expenses
(including  attorneys'  fees)  in  actions  brought  by or in the  right  of the
corporation to procure a judgment in its favor under the same conditions, except
that no indemnification is permitted in respect of any claim, issue or matter as
to which such person  shall have been  adjudged to be liable to the  corporation
unless and to the extent the Court of  Chancery  of the State of Delaware or the
court in which such action or suit was brought shall determine upon  application
that,  in view of all  circumstances  of the case,  such  person  is fairly  and
reasonably  entitled to indemnity  for such expenses as the Court of Chancery or
other  such  court  shall  deem  proper.  To the  extent  such  person  has been
successful  on the merits or  otherwise  in defense  of any action  referred  to
above, or in defense of any claim, issue or matter therein, the corporation must
indemnify such person against expenses (including  attorneys' fees) actually and
reasonably incurred by such person in connection therewith.  The indemnification
and advancement of expenses provided for in, or granted pursuant to, Section 145
is not exclusive of any other rights to which those seeking  indemnification  or
advancement  of expenses may be entitled  under any by-law,  agreement,  vote of
stockholders or disinterested directors or otherwise.

         Section 145 also  provides that a  corporation  may maintain  insurance
against  liabilities for which  indemnification is not expressly provided by the
statute.

         In   addition,   the  USOP   Amended  and   Restated   Certificate   of
Incorporation,  as permitted by Section  102(b) of the DGCL,  limits  directors'
liability to USOP and its  stockholders by eliminating  liability in damages for
breach  of  fiduciary  duty.  Section  5.5  of the  USOP  Amended  and  Restated
Certificate of Incorporation provides that neither USOP nor its stockholders may
recover damages from USOP directors for breach of their fiduciary  duties in the
performance of their duties as directors of USOP. As limited by Section  102(b),
this provision cannot,  however, have the effect of indemnifying any director of
USOP in the case of liability  (i) for a breach of  director's  duty of loyalty,
(ii) for acts of  omissions  not in good  faith  or  which  involve  intentional
misconduct  or a knowing  violation  of law,  (iii)  for  unlawful  payments  of
dividends or unlawful  stock  repurchases  or redemptions as provided in Section
174 of the DGCL or (iv) for any  transactions  for which the director derived an
improper personal benefit.

         Item 7.   Exemption from Registration Claimed

         Not Applicable.

         Item 8.   Exhibits

         The  Exhibit  Index   attached  to  this   registration   statement  is
incorporated herein by reference.

         Item 9.   Undertakings

         The undersigned Registrant hereby undertakes the following:

         (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 of 1933;

                                      - 3 -
(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)
                                that,  individually  or  in  the  aggregate,
                                represent  a   fundamental   change  in  the
                                information  set  forth in the  registration
                                statement;

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

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

                  (2) 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.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  that 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 of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934 (and,  where  applicable,  each  filing of any
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  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  Securities  and
Exchange  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  of 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.

            [The remainder of this page is intentionally left blank.]

                                      - 4 -
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Washington, District of Columbia, on
September 30, 1999.

                                        U.S. OFFICE PRODUCTS COMPANY

                                         /s/ Warren D. Feldberg
                                         ---------------------------------------
                                         Warren D. Feldberg
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that the Company's Chief Executive
Officer, Chief Financial Officer, and Secretary have been appointed,
collectively and individually, as the attorneys-in-fact of the Company  and  as
the attorneys-in-fact of each of the  directors of the Company, with full power
of substitution and resubstitution for the Company and each director of the
Company to sign, date, attest, and file the Registration Statement, or any other
related form with respect to the registration and issuance of the stock options
and the shares of Common Stock and other interests of the Company issuable under
the Company's 1999 Employee Stock Purchase Plan. 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/ Charles P. Pieper    Chairman of the Board             September 30, 1999
- ---------------------
Charles P. Pieper

/s/ Warren D. Feldberg   President and Chief Executive     September 30, 1999
- ----------------------   Officer
Warren D. Feldberg

/s/Joseph T. Doyle       Executive Vice President and      September 30, 1999
- ------------------       Chief Financial Officer
Joseph T. Doyle

                                      - 5 -
Signature                 Title                          Date

/s/ Frank P. Doyle              Director                   September 30, 1999
- ------------------
Frank P. Doyle

/s/ Kevin J. Conway             Director                   September 30, 1999
- -------------------
Kevin J. Conway

/s/ Brian D. Finn               Director                   September 30, 1999
- -------------------
Brian D. Finn

/s/ L. Dennis Kozlowski         Director                   September 30, 1999
- -----------------------
L. Dennis Kozlowski

/s/ Milton H. Kuyers            Director                   September 30, 1999
- --------------------
Milton H. Kuyers

/s/ Allon H. Lefever            Director                   September 30, 1999
- --------------------
Allon H. Lefever

/s/ Edward J. Mathias           Director                   September 30, 1999
- ---------------------
Edward J. Mathias

* Mark D. Director, by signing his name below, signs this document on behalf of
each of the persons  indicated above under a power of attorney executed by each
person  indicated above and set forth on the signature page of the  Registration
Statement filed with the Securities and Exchange Commission.

BY:      /s/ Mark Director

         ------------------
          Mark D. Director

                                      - 6 -
EXHIBIT INDEX

Exhibit
Number        Description

4         1999 Employee Stock Purchase Plan (a)

5         Opinion of Wilmer, Cutler & Pickering, as to the legality of the
          securities being registered

23.1      Consent of PricewaterhouseCoopers LLP, independent certified public
          accountant

24        Power of attorney (included on signature pages of this Registration
          Statement)

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

(a)      Incorporated  herein by reference to the Schedule 14A previously filed
         by the Registrant on July 30, 1999.

                                      - 7 -