<PAGE>
        As filed with the Securities and Exchange Commission on April 4, 1997
                                                         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)



                                    _____________

                    1025 Thomas Jefferson Street, N.W., Suite 600E
                               Washington, D.C.  20007
                                    (202) 339-6700
            (Address, including zip code, of principal executive offices)

                                    ______________

                  U.S. OFFICE PRODUCTS COMPANY AMENDED AND RESTATED 
                            1994 LONG-TERM INCENTIVE PLAN
                               (Full title of the Plan)

                                         and

                  U.S. OFFICE PRODUCTS COMPANY AMENDED AND RESTATED
                             EMPLOYEE STOCK PURCHASE PLAN
                               (Full title of the Plan)
                                    _____________

                                 Jonathan J. Ledecky
                                Chairman of the Board
                             U.S. Office Products Company
                    1025 Thomas Jefferson Street, N.W., Suite 600E
                               Washington, D.C.  20007
                                    (202) 339-6700
                        (Name, address, and telephone number, 
                      including area code, of agent for service)
                                    _____________

                                      Copies to:

    Linda L. Griggs, Esq.                Mark D. Director, Esq.
Morgan, Lewis & Bockius LLP    Executive Vice President & General Counsel
    1800 M Street, N.W.                  U.S. Office Products Company
   Washington, D.C.  20036     1025 Thomas Jefferson Street, N.W., Suite 600E 
       (202) 467-7000                   Washington, D.C.  20007
                                           (202) 339-6700 
                                                                   

                               CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                                          <C>                 <C>                <C>                  <C>  
                                                                   Proposed              Proposed
                                                                   maximum               maximum
    Title of securities to                   Amount to be          offering         aggregate offering      Amount of
        be registered                        registered (1)      price per Share          price          registration fee
                                                                                                                                   
Common Stock, par value $0.001 per share    10,500,000 shares       21.8125             $229,031,250        $69,403.41
</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 Amended and Restated 1994 
Long-Term Incentive Plan and the Amended and Restated Employee Stock Purchase 
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 April 2, 1997.

                                   EXPLANATORY NOTE

         This Registration Statement registers the offer and sale of an
aggregate of 10,500,000 shares, of which 500,000 shares are registered for the
offer and sale under the Amended and Restated Employee Stock Purchase Plan and
10,000,000 shares for the offer and sale under the Amended and Restated 1994
Long-Term Incentive Plan.

<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.
 

<PAGE>

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                           


Item 3.  Incorporation of Documents by Reference.

    (a)  The Company's 1996 Annual Report to the Stockholders for the year
         ended April 30, 1996.

    (b)  The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
         ended January 25, 1997 (filed with the Commission on March 11, 1997),
         October 26, 1996 (filed with the Commission on December 11, 1996) and
         July 27, 1996 (filed with the Commission on September 10, 1996);

    (c)  The Company's Current Reports on Form 8-K dated January 29, 1997,
         January 9, 1997, October 25, 1996 (as amended),  September 23, 1996,
         August 20, 1996, July 26, 1996 (as amended), July 23, 1996, July 16,
         1996 and May 2, 1996 (as amended); 

    (d)  The Company's Annual Report on Form 10-K for the fiscal year ended
         April 30, 1996 filed with the Commission on July 16, 1996; and 

    (e)  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. 

    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 

<PAGE>


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.


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 Eight 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, 

<PAGE>

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 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(a)  Consent of KPMG Peat Marwick, LLP

23.3(b)  Consent of KPMG

23.3(c)  Consent of KPMG

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

23.5     Consent of Shinners, Hucovski & Company

23.6     Consent of BDO Seidman LLP

23.7     Consent of Thorne Little

23.8     Consent of Ehrhardt Keefe Steiner & Hottman PC

23.9     Consent of Ernst & Young

<PAGE>

23.10    Consent of Baum & Company, P.A.

23.11    Consent of Hamilton & Associates

23.12    Consent of Petheridge, Davis & Company, P.A.

23.13    Consent of Deloitte Touche Tohmatsu

23.14    Consent of Day Neilson

23.15    Consent of Day Neilson

23.16    Consent of Day Neilson

23.17    Consent of Day Neilson

23.18    Consent of Rubin, Koehmstedt & Nadler, PLC

23.19    Consent of Parent, McLaughlin & Nangle

23.20    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 

<PAGE>

              "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.

         (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.
 

<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 March 31, 1997.


                                          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 filed pursuant to General Instruction E to Form S-8,
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              March 31, 1997
------------------------
Jonathan J. Ledecky       Chief Executive Officer 
                          (Principal Executive Officer)        

/s/ Donald H. Platt       Chief Financial Officer                March 31, 1997 
------------------------
Donald H. Platt           (Principal Financial Officer and
                          Principal Accounting Officer)

/s/ Timothy J. Flynn      Director                               March 31, 1997
------------------------
Timothy J. Flynn

/s/ John K. Burgess       Director                               March 31, 1997
------------------------
John K. Burgess

/s/ Jack L. Becker, Jr.   Director                               March 31, 1997
------------------------
Jack L. Becker, Jr.

                          Director                               March __, 1997
------------------------
Clifton B. Phillips

                          Director                               March __, 1997
------------------------
Milton H. Kuyers

/s/ Allon H. Lefever      Director                               March 31, 1997
------------------------
Allon H. Lefever

/s/ Edward J. Mathias     Director                               March 31, 1997
------------------------
Edward J. Mathias

/s/ John A. Quelch        Director                               March 31, 1997
------------------------
John A. Quelch

/s/ David C. Gezon        Director                               March 31, 1997
------------------------
David C. Gezon

/s/ David C. Copenhaver   Director                               March 31, 1997
------------------------
David C. Copenhaver

<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(a)     Consent of KPMG Peat Marwick, LLP

23.3(b)     Consent of KPMG

23.3(c)     Consent of KPMG

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

23.5        Consent of Shinners, Hucovski & Company

23.6        Consent of BDO Seidman LLP

23.7        Consent of Thorne Little

23.8        Consent of Ehrhardt Keefe Steiner & Hottman PC

23.9        Consent of Ernst & Young

23.10       Consent of Baum & Company, P.A.

23.11       Consent of Hamilton & Associates

23.12       Consent of Petheridge, Davis & Company, P.A.

23.13       Consent of Deloitte Touche Tohmatsu

23.14       Consent of Day Neilson

23.15       Consent of Day Neilson

23.16       Consent of Day Neilson

23.17       Consent of Day Neilson

<PAGE>

Exhibit     Description 
-------     ------------
23.18       Consent of Rubin, Koehmstedt & Nadler, PLC

23.19       Consent of Parent, McLaughlin & Nangle

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

24.1        Powers of Attorney (included on signature pages hereof)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23270}]
{"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": "333-24581", "film-number": "97575076"}, "business-address": {"street1": "1025 THOMAS JEFFERSON STREET", "street2": "SUITE 600E", "city": "WASHINGTON", "state": "DC", "zip": "20007", "phone": "2023396700"}}
As filed with the Securities and Exchange Commission on April 4, 1997
                                                         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)

                                    _____________

                    1025 Thomas Jefferson Street, N.W., Suite 600E
                               Washington, D.C.  20007
                                    (202) 339-6700
            (Address, including zip code, of principal executive offices)

                                    ______________

                  U.S. OFFICE PRODUCTS COMPANY AMENDED AND RESTATED 
                            1994 LONG-TERM INCENTIVE PLAN
                               (Full title of the Plan)

                                         and

                  U.S. OFFICE PRODUCTS COMPANY AMENDED AND RESTATED
                             EMPLOYEE STOCK PURCHASE PLAN
                               (Full title of the Plan)
                                    _____________

                                 Jonathan J. Ledecky
                                Chairman of the Board
                             U.S. Office Products Company
                    1025 Thomas Jefferson Street, N.W., Suite 600E
                               Washington, D.C.  20007
                                    (202) 339-6700
                        (Name, address, and telephone number, 
                      including area code, of agent for service)
                                    _____________

                                      Copies to:

    Linda L. Griggs, Esq.                Mark D. Director, Esq.
Morgan, Lewis & Bockius LLP    Executive Vice President & General Counsel
    1800 M Street, N.W.                  U.S. Office Products Company
   Washington, D.C.  20036     1025 Thomas Jefferson Street, N.W., Suite 600E 
       (202) 467-7000                   Washington, D.C.  20007
                                           (202) 339-6700 
                                                                   

                               CALCULATION OF REGISTRATION FEE
Proposed              Proposed
                                                                   maximum               maximum
    Title of securities to                   Amount to be          offering         aggregate offering      Amount of
        be registered                        registered (1)      price per Share          price          registration fee
                                                                                                                                   
Common Stock, par value $0.001 per share    10,500,000 shares       21.8125             $229,031,250        $69,403.41
(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 Amended and Restated 1994 
Long-Term Incentive Plan and the Amended and Restated Employee Stock Purchase 
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 April 2, 1997.

                                   EXPLANATORY NOTE

         This Registration Statement registers the offer and sale of an
aggregate of 10,500,000 shares, of which 500,000 shares are registered for the
offer and sale under the Amended and Restated Employee Stock Purchase Plan and
10,000,000 shares for the offer and sale under the Amended and Restated 1994
Long-Term Incentive Plan.
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.
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                           

Item 3.  Incorporation of Documents by Reference.

    (a)  The Company's 1996 Annual Report to the Stockholders for the year
         ended April 30, 1996.

    (b)  The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
         ended January 25, 1997 (filed with the Commission on March 11, 1997),
         October 26, 1996 (filed with the Commission on December 11, 1996) and
         July 27, 1996 (filed with the Commission on September 10, 1996);

    (c)  The Company's Current Reports on Form 8-K dated January 29, 1997,
         January 9, 1997, October 25, 1996 (as amended),  September 23, 1996,
         August 20, 1996, July 26, 1996 (as amended), July 23, 1996, July 16,
         1996 and May 2, 1996 (as amended); 

    (d)  The Company's Annual Report on Form 10-K for the fiscal year ended
         April 30, 1996 filed with the Commission on July 16, 1996; and 

    (e)  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. 

    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.

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 Eight 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 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(a)  Consent of KPMG Peat Marwick, LLP

23.3(b)  Consent of KPMG

23.3(c)  Consent of KPMG

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

23.5     Consent of Shinners, Hucovski & Company

23.6     Consent of BDO Seidman LLP

23.7     Consent of Thorne Little

23.8     Consent of Ehrhardt Keefe Steiner & Hottman PC

23.9     Consent of Ernst & Young
23.10    Consent of Baum & Company, P.A.

23.11    Consent of Hamilton & Associates

23.12    Consent of Petheridge, Davis & Company, P.A.

23.13    Consent of Deloitte Touche Tohmatsu

23.14    Consent of Day Neilson

23.15    Consent of Day Neilson

23.16    Consent of Day Neilson

23.17    Consent of Day Neilson

23.18    Consent of Rubin, Koehmstedt & Nadler, PLC

23.19    Consent of Parent, McLaughlin & Nangle

23.20    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.

         (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.
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 March 31, 1997.

                                          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 filed pursuant to General Instruction E to Form S-8,
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              March 31, 1997
------------------------
Jonathan J. Ledecky       Chief Executive Officer 
                          (Principal Executive Officer)        

/s/ Donald H. Platt       Chief Financial Officer                March 31, 1997 
------------------------
Donald H. Platt           (Principal Financial Officer and
                          Principal Accounting Officer)

/s/ Timothy J. Flynn      Director                               March 31, 1997
------------------------
Timothy J. Flynn

/s/ John K. Burgess       Director                               March 31, 1997
------------------------
John K. Burgess

/s/ Jack L. Becker, Jr.   Director                               March 31, 1997
------------------------
Jack L. Becker, Jr.

                          Director                               March __, 1997
------------------------
Clifton B. Phillips

                          Director                               March __, 1997
------------------------
Milton H. Kuyers

/s/ Allon H. Lefever      Director                               March 31, 1997
------------------------
Allon H. Lefever

/s/ Edward J. Mathias     Director                               March 31, 1997
------------------------
Edward J. Mathias

/s/ John A. Quelch        Director                               March 31, 1997
------------------------
John A. Quelch

/s/ David C. Gezon        Director                               March 31, 1997
------------------------
David C. Gezon

/s/ David C. Copenhaver   Director                               March 31, 1997
------------------------
David C. Copenhaver
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(a)     Consent of KPMG Peat Marwick, LLP

23.3(b)     Consent of KPMG

23.3(c)     Consent of KPMG

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

23.5        Consent of Shinners, Hucovski & Company

23.6        Consent of BDO Seidman LLP

23.7        Consent of Thorne Little

23.8        Consent of Ehrhardt Keefe Steiner & Hottman PC

23.9        Consent of Ernst & Young

23.10       Consent of Baum & Company, P.A.

23.11       Consent of Hamilton & Associates

23.12       Consent of Petheridge, Davis & Company, P.A.

23.13       Consent of Deloitte Touche Tohmatsu

23.14       Consent of Day Neilson

23.15       Consent of Day Neilson

23.16       Consent of Day Neilson

23.17       Consent of Day Neilson
Exhibit     Description 
-------     ------------
23.18       Consent of Rubin, Koehmstedt & Nadler, PLC

23.19       Consent of Parent, McLaughlin & Nangle

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

24.1        Powers of Attorney (included on signature pages hereof)