<PAGE>

              As filed with the Securities and Exchange Commission
                              on September 28, 1999
                                                  Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                      Delaware                                04-2896127
          -------------------------------               -----------------------
          (State or other jurisdiction of                    (I.R.S. Employer
        incorporation or organization)                     Identification No.)

               500 Staples Drive, Framingham, Massachusetts 01702
  ----------------------------------------------------------------------------
              (Address of principal executive offices)  (Zip Code)

              STAPLES, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN - II
              ----------------------------------------------------
                           (Full title of the plans)

                                John J. Mahoney
               Executive Vice President, Chief Financial Officer
                        and Chief Administrative Officer
                                 Staples, Inc.
                               500 Staples Drive
                       Framingham, Massachusetts  01702
                    --------------------------------------
                    (Name and address of agent for service)

                                 (508) 253-5000
          ------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------
Title of Securities to be     Amount to   Proposed        Proposed          Amount of
 Registered                      be       Maximum         Maximum          Registration
                             Registered Offering Price   Aggregate            Fee (1)
                                          Per Share(1) Offering Price (1)
---------------------------------------------------------------------------------------
<S>                          <C>         <C>           <C>                 <C>
Common Stock, $.0006 par    25,000          $20.5625     $514,062.50        $142.90
 value                      shares
---------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee, and
     based on the average of the high and low prices of the Common Stock as
     reported by the Nasdaq National Market on September 23, 1999, in accordance
     with Rules 457(c) and (h) of the Securities Act of 1933, as amended.

                              Page 1 of 14 pages.
                        Exhibit Index begins on page 10.
<PAGE>

         PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information required by Part I is included in documents sent or given
to participants in the Staples, Inc. 1998 Employee Stock Purchase Plan - II
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Certain Documents by Reference.
              ------------------------------------------------

     Staples, Inc., a Delaware corporation (the "Company" or the "Registrant"),
is subject to the informational and reporting requirements of Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission").  The following documents, which are on file with the Commission,
are incorporated in this Registration Statement by reference:

          (1) The Registrant's latest annual report filed pursuant to Sections
     13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant
     to Rule 424(b) under the Securities Act that contains audited financial
     statements for the Registrant's latest fiscal year for which such
     statements have been filed.

          (2) All other reports filed pursuant to Sections 13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the document
     referred to in (1) above.

          (3) The description of the Common Stock, $.0006 par value per share of
     the Registrant ("Common Stock"), contained in a registration statement
     filed under the Exchange Act, including any amendment or report filed for
     the purpose of updating such description.

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

     Item 4.  Description of Securities.
              -------------------------

     Not applicable.

                                      -2-
<PAGE>

     Item 5.  Interests of Named Experts and Counsel.
              --------------------------------------

     Not applicable.

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

     Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify a director, officer,
employee or agent of the corporation and certain other persons serving at the
request of the corporation in related capacities against amounts paid and
expenses incurred in connection with an action or proceeding to which he is or
is threatened to be made a party by reason of such position, if such person
shall have acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, in any criminal
proceeding, if such person had no reasonable cause to believe his conduct was
unlawful, provided that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.  The Company's Restated
Certificate of Incorporation, as amended, provides that the Company shall
indemnify its directors and officers to the fullest extent permitted by the
Delaware General Corporation Law.

     The Company's Restated Certificate of Incorporation also provides that no
director shall be liable to the Company or its stockholders for monetary damages
for breach of his fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Company 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 in which the
director derived an improper personal benefit.

     The Amended and Restated By-Laws of the Company contain provisions to the
effect that each director, officer and employee of the Company shall be
indemnified by the Company against liabilities and expenses in connection with
any legal proceedings to which he may be made a party or with which he may
become involved or threatened by reason of having been an officer, director or
employee of the Company or of any other organization at the request of the
Company.  The provisions include indemnification with respect to matters covered
by a settlement. Any such indemnification shall be made only if the Board of
Directors determines by a majority vote of a quorum consisting of disinterested
directors (or, if such quorum is not obtainable, or if the Board of Directors
directs, by independent legal counsel) or by stockholders, that indemnification
is proper in the circumstances because the person seeking indemnification has
met applicable standards of conduct.  It must be determined that the director,
officer or employee acted in good faith with the

                                      -3-
<PAGE>

reasonable belief that his action was in or not opposed to the best interests of
the Company, and, with respect to any criminal action or proceeding, he had no
reasonable cause to believe his conduct was unlawful.

     The Company has a directors and officers liability policy that insures the
Company's officers and directors against certain liabilities.

     Item 7.   Exemption from Registration Claimed.
               -----------------------------------

     Not applicable.

     Item 8.   Exhibits.
               --------

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

     Item 9.   Undertakings.
               ------------

     1.   The 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, if required, 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 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
                    end 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; and

                                      -4-
<PAGE>

               (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 (i) and (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
     is contained in periodic reports filed by the Registrant pursuant to
     Section 13 or Section 15(d) of the Exchange Act that are incorporated by
     reference in the registration statement.

          (b) 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.

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

     3.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act 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

                                      -5-
<PAGE>

against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                      -6-
<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 Town of Framingham, Commonwealth of Massachusetts, on
September 28, 1999.

                         STAPLES, INC.


                         By: /s/ Thomas G. Stemberg
                            ---------------------------------------------
                              Thomas G. Stemberg
                              Chairman of the Board and
                              Chief Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Staples, Inc. hereby severally constitute Thomas G. Stemberg, John
J. Mahoney, and Patrick J. Rondeau, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement filed
herewith and any and all amendments to said Registration Statement, and
generally to do all such things in our names and in our capacities as officers
and directors to enable Staples, Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.

                                      -7-
<PAGE>

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the 28th day of September, 1999.


     Signatures                     Capacity
     ----------                     --------



/s/ Thomas G. Stemberg            Chairman of the Board and
----------------------------      Chief Executive Officer
Thomas G. Stemberg                (Principal Executive Officer)



/s/ John J. Mahoney               Executive Vice President,
----------------------------      Chief Financial Officer and
John J. Mahoney                   Chief Administrative Officer
                                  (Principal Financial Officer)



/s/ Robert K. Mayerson            Senior Vice President,
----------------------------      Corporate Controller and
Robert K. Mayerson                Chief Accounting Officer
                                  (Principal Accounting Officer)



/s/ Basil L. Anderson             Director
----------------------------
Basil L. Anderson


/s/ Mary Elizabeth Burton         Director
----------------------------
Mary Elizabeth Burton


/s/ W. Lawrence Heisey            Director
----------------------------
W. Lawrence Heisey


/s/ George J. Mitchell            Director
----------------------------
George J. Mitchell

                                      -8-
<PAGE>

/s/ James L. Moody, Jr.           Director
----------------------------
James L. Moody, Jr.


/s/ Rowland T. Moriarty           Director
----------------------------
Rowland T. Moriarty


Robert C. Nakasone                Director
----------------------------
Robert C. Nakasone


/s/ W. Mitt Romney                Director
----------------------------
W. Mitt Romney


/s/ Martin Trust                  Director
----------------------------
Martin Trust


/s/ Paul F. Walsh                 Director
----------------------------
Paul F. Walsh


/s/ Margaret C. Whitman           Director
----------------------------
Margaret C. Whitman

                                      -9-
<PAGE>

                                 EXHIBIT INDEX
                                 -------------


Exhibit
Number                   Exhibit
------                   -------


 5.1      Opinion of Hale and Dorr LLP

23.1      Consent of Hale and Dorr LLP (included in
          Exhibit 5.1)

23.2      Consent of Ernst & Young LLP

23.3      Consent of Kupferberg, Goldberg & Neimark, LLC

24.1      Power of Attorney (included in the signature
          pages of this Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18715}]
{"company-data": {"conformed-name": "STAPLES INC", "cik": "0000791519", "assigned-sic": "5940", "irs-number": "042896127", "state-of-incorporation": "DE", "fiscal-year-end": "0127"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87971", "film-number": "99718880"}, "business-address": {"street1": "500 STAPLES DRIVE", "street2": "P O BOX 9328", "city": "FRAMINGHAM", "state": "MA", "zip": "01702", "phone": "508-253-5000"}}
As filed with the Securities and Exchange Commission
                              on September 28, 1999
                                                  Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                      Delaware                                04-2896127
          -------------------------------               -----------------------
          (State or other jurisdiction of                    (I.R.S. Employer
        incorporation or organization)                     Identification No.)

               500 Staples Drive, Framingham, Massachusetts 01702
  ----------------------------------------------------------------------------
              (Address of principal executive offices)  (Zip Code)

              STAPLES, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN - II
              ----------------------------------------------------
                           (Full title of the plans)

                                John J. Mahoney
               Executive Vice President, Chief Financial Officer
                        and Chief Administrative Officer
                                 Staples, Inc.
                               500 Staples Drive
                       Framingham, Massachusetts  01702
                    --------------------------------------
                    (Name and address of agent for service)

                                 (508) 253-5000
          ------------------------------------------------------------
         (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------
Title of Securities to be     Amount to   Proposed        Proposed          Amount of
 Registered                      be       Maximum         Maximum          Registration
                             Registered Offering Price   Aggregate            Fee (1)
                                          Per Share(1) Offering Price (1)
---------------------------------------------------------------------------------------
Common Stock, $.0006 par    25,000          $20.5625     $514,062.50        $142.90
 value                      shares
---------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee, and
     based on the average of the high and low prices of the Common Stock as
     reported by the Nasdaq National Market on September 23, 1999, in accordance
     with Rules 457(c) and (h) of the Securities Act of 1933, as amended.

                              Page 1 of 14 pages.
                        Exhibit Index begins on page 10.
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information required by Part I is included in documents sent or given
to participants in the Staples, Inc. 1998 Employee Stock Purchase Plan - II
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Certain Documents by Reference.
              ------------------------------------------------

     Staples, Inc., a Delaware corporation (the "Company" or the "Registrant"),
is subject to the informational and reporting requirements of Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission").  The following documents, which are on file with the Commission,
are incorporated in this Registration Statement by reference:

          (1) The Registrant's latest annual report filed pursuant to Sections
     13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant
     to Rule 424(b) under the Securities Act that contains audited financial
     statements for the Registrant's latest fiscal year for which such
     statements have been filed.

          (2) All other reports filed pursuant to Sections 13(a) or 15(d) of the
     Exchange Act since the end of the fiscal year covered by the document
     referred to in (1) above.

          (3) The description of the Common Stock, $.0006 par value per share of
     the Registrant ("Common Stock"), contained in a registration statement
     filed under the Exchange Act, including any amendment or report filed for
     the purpose of updating such description.

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

     Item 4.  Description of Securities.
              -------------------------

     Not applicable.

                                      -2-
Item 5.  Interests of Named Experts and Counsel.
              --------------------------------------

     Not applicable.

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

     Section 145 of the General Corporation Law of the State of Delaware
provides that a corporation has the power to indemnify a director, officer,
employee or agent of the corporation and certain other persons serving at the
request of the corporation in related capacities against amounts paid and
expenses incurred in connection with an action or proceeding to which he is or
is threatened to be made a party by reason of such position, if such person
shall have acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, in any criminal
proceeding, if such person had no reasonable cause to believe his conduct was
unlawful, provided that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.  The Company's Restated
Certificate of Incorporation, as amended, provides that the Company shall
indemnify its directors and officers to the fullest extent permitted by the
Delaware General Corporation Law.

     The Company's Restated Certificate of Incorporation also provides that no
director shall be liable to the Company or its stockholders for monetary damages
for breach of his fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Company 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 in which the
director derived an improper personal benefit.

     The Amended and Restated By-Laws of the Company contain provisions to the
effect that each director, officer and employee of the Company shall be
indemnified by the Company against liabilities and expenses in connection with
any legal proceedings to which he may be made a party or with which he may
become involved or threatened by reason of having been an officer, director or
employee of the Company or of any other organization at the request of the
Company.  The provisions include indemnification with respect to matters covered
by a settlement. Any such indemnification shall be made only if the Board of
Directors determines by a majority vote of a quorum consisting of disinterested
directors (or, if such quorum is not obtainable, or if the Board of Directors
directs, by independent legal counsel) or by stockholders, that indemnification
is proper in the circumstances because the person seeking indemnification has
met applicable standards of conduct.  It must be determined that the director,
officer or employee acted in good faith with the

                                      -3-
reasonable belief that his action was in or not opposed to the best interests of
the Company, and, with respect to any criminal action or proceeding, he had no
reasonable cause to believe his conduct was unlawful.

     The Company has a directors and officers liability policy that insures the
Company's officers and directors against certain liabilities.

     Item 7.   Exemption from Registration Claimed.
               -----------------------------------

     Not applicable.

     Item 8.   Exhibits.
               --------

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

     Item 9.   Undertakings.
               ------------

     1.   The 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, if required, 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 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
                    end 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; and

                                      -4-
(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 (i) and (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
     is contained in periodic reports filed by the Registrant pursuant to
     Section 13 or Section 15(d) of the Exchange Act that are incorporated by
     reference in the registration statement.

          (b) 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.

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

     3.   Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act 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

                                      -5-
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                      -6-
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 Town of Framingham, Commonwealth of Massachusetts, on
September 28, 1999.

                         STAPLES, INC.

                         By: /s/ Thomas G. Stemberg
                            ---------------------------------------------
                              Thomas G. Stemberg
                              Chairman of the Board and
                              Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Staples, Inc. hereby severally constitute Thomas G. Stemberg, John
J. Mahoney, and Patrick J. Rondeau, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement filed
herewith and any and all amendments to said Registration Statement, and
generally to do all such things in our names and in our capacities as officers
and directors to enable Staples, Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.

                                      -7-
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the 28th day of September, 1999.

     Signatures                     Capacity
     ----------                     --------

/s/ Thomas G. Stemberg            Chairman of the Board and
----------------------------      Chief Executive Officer
Thomas G. Stemberg                (Principal Executive Officer)

/s/ John J. Mahoney               Executive Vice President,
----------------------------      Chief Financial Officer and
John J. Mahoney                   Chief Administrative Officer
                                  (Principal Financial Officer)

/s/ Robert K. Mayerson            Senior Vice President,
----------------------------      Corporate Controller and
Robert K. Mayerson                Chief Accounting Officer
                                  (Principal Accounting Officer)

/s/ Basil L. Anderson             Director
----------------------------
Basil L. Anderson

/s/ Mary Elizabeth Burton         Director
----------------------------
Mary Elizabeth Burton

/s/ W. Lawrence Heisey            Director
----------------------------
W. Lawrence Heisey

/s/ George J. Mitchell            Director
----------------------------
George J. Mitchell

                                      -8-
/s/ James L. Moody, Jr.           Director
----------------------------
James L. Moody, Jr.

/s/ Rowland T. Moriarty           Director
----------------------------
Rowland T. Moriarty

Robert C. Nakasone                Director
----------------------------
Robert C. Nakasone

/s/ W. Mitt Romney                Director
----------------------------
W. Mitt Romney

/s/ Martin Trust                  Director
----------------------------
Martin Trust

/s/ Paul F. Walsh                 Director
----------------------------
Paul F. Walsh

/s/ Margaret C. Whitman           Director
----------------------------
Margaret C. Whitman

                                      -9-
EXHIBIT INDEX
                                 -------------

Exhibit
Number                   Exhibit
------                   -------

 5.1      Opinion of Hale and Dorr LLP

23.1      Consent of Hale and Dorr LLP (included in
          Exhibit 5.1)

23.2      Consent of Ernst & Young LLP

23.3      Consent of Kupferberg, Goldberg & Neimark, LLC

24.1      Power of Attorney (included in the signature
          pages of this Registration Statement)