As filed with the Securities and Exchange Commission on October 10, 1997
                                     Registration Statement No. 333-

                                   
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                                   
                                   
                               FORM S-8
                                   
        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                   
                        United Stationers Inc.
        (Exact Name of Registrant as Specified in its Charter)
                                   
             Delaware                                     36-3141189
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                        Identification Number)
                                   
2200 East Golf Road                                        60016-1267
Des Plaines, Illinois                                      (Zip Code)
(Address of  Principal Executive Offices)



             United Stationers Inc. Management Equity Plan
                       (Full title of the plan)
                                   
                         ____________________
                                   
                            Otis H. Halleen
             Vice President, Secretary and General Counsel
                          2200 East Golf Road
                      Des Plaines, IL 60016-1267
                (Name and address of agent for service)
                                   
                            (847) 699-5000
     (telephone number, including area code, of agent for service)





                    CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
                                   Proposed      Proposed
                                   maximum       maximum
                                   offering      aggregate
Title of Securities  Amount to be    price     offering price      Amount of
to be registered      Registered  per share(1)   price  (1)    registration fee
Common Stock $.10 
par value             4,100,000    $ 39.00     $ 95,060,113      $ 28,806.09
                       shares
_____________________________________________________________________________

 (1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) and 457(h) on the basis of the prices at
which currently outstanding options may be exercised, and the average
of the high and low prices of the Common Stock in the over-the-counter
market on October 9, 1997 as reported on NASDAQ for the balance.

                                Part I
                                   
         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                   
The documents containing the information specified in Part I of Form S-
8 will be sent or given to participating employees as specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended.  These
documents and the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act of 1933,
as amended.
                                   
                                   
                                Part II
                                   
          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                   
                                   
ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE

      The  following  documents filed by United Stationers  Inc.  (the
"Company")   with   the   Securities  and  Exchange   Commission   are
incorporated herein by reference:

      A.    The Company's most recent Annual report on Form 10-K filed
pursuant  to  Section 13 of the Securities Exchange Act  of  1934,  as
amended ("1934 Act"), which contains certified financial statements of
the Company for the fiscal year ended December 31, 1996.

     B.    The  Company's  Quarterly Reports  on  Form  10-Q  for  the
quarters ended March 31, 1997 and June 30, 1997.

     C.   The Company's Current Report on Form 8-K dated May 27, 1997.

     D.    The  Company's  Registration Statement on  Form  S-2  filed
October 6, 1997.

      E.    All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the 1934 Act since December 31, 1996.

      F.    The description of the Common Stock which is contained  in
the  Company's Registration Statement on Form 8-A under the 1934  Act,
including  any amendment or report filed for the purpose  of  updating
such description.

      All  documents  subsequently filed by the  Company  pursuant  to
Sections  13(a),  13(c), 14 and 15(d) of the 1934  Act  prior  to  the
filing  of a post-effective amendment which indicates that all  Shares
offered  hereby  have been sold or which deregisters all  Shares  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 such documents.


ITEM 4.        DESCRIPTION OF SECURITIES

      The Company's Common Stock is registered under Section 12 of the
1934 Act.


ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section  145  of the Delaware General Corporation  Law  ("DGCL")
empowers  a  Delaware  corporation  to  indemnify  its  officers   and
directors  and  certain  other persons to the  extent  and  under  the
circumstances  set  forth therein.  Article  EIGHTH  of  the  Restated
Certificate of Incorporation ("Certificate") of the Company, a copy of
which  is filed as Exhibit 4.1 to the Company's Registration Statement
on  Form  S-2  filed October 2, 1997, provides for indemnification  of
officers  and  directors  of  the Company and  certain  other  persons
against  liabilities and expenses incurred by any of them  in  certain
stated proceedings and under certain stated conditions.

      In addition, the DGCL permits and the Company in its Certificate
has  implemented  provisions which limit  or  eliminate  the  personal
liability  of the directors of the Company acting in their  capacities
as  such  to the full extent permitted by the DGCL.  Article NINTH  of
the  Company's  Certificate eliminates a director's liability  to  the
Company  and  its  stockholders for monetary  damages  for  breach  of
fiduciary duty as a director, except for liability for breach  of  the
duty  of  loyalty, knowing violations of law and certain other matters
specified in the DGCL and the Certificate.

      The Company maintains insurance for the benefit of its directors
and  officers and certain other persons insuring them against  certain
liabilities, including liabilities under the securities laws.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.


ITEM 8.   EXHIBITS

4.   Instruments defining the rights of security holders:

     (a)  Restated Certificate of Incorporation as adopted January  8,
          1987 and as subsequently amended March 30, 1995 (1)
     
     (b)  Certificate  of  Ownership  and  Merger  merging  Associated
          Holdings, Inc. into Registrant  (2)
     
     (c)  Restated by-laws (3)
     
     (d)  Registration Rights Agreement, dated as of April  26,  1995,
          among  the  Registrant, United Stationers  Supply  Co.,  and
          Chase Securities, Inc. (3)
     
     (e)  Amended and restated Registration Rights Agreement, dated as
          of March 30, 1995, among Registrant, Wingate Partners, L.P.,
          Cumberland Capital Corporation, Good Capital Co.,  Inc.  and
          certain other Company stockholders (3).
     
     (f)  Amendment No. 4 to Management Equity Plan dated as of August
          19, 1997 (1)
     
     (g)  United  Stationers Inc. Management Equity Plan,  as  amended
          through August 19, 1997 (1)
     
5.   Opinion of Otis H. Halleen, General Counsel to the Company.**

15.  Acknowledgment letter of Ernst & Young LLP, independent auditors.*

23.  Consents of experts and counsel:
     
     (1)  Consent of Ernst & Young LLP, independent auditors.*
     
     (2)  Consent of Arthur Andersen LLP, independent  public accountants.*
     
     (3)  The  consent  of Otis H. Halleen is included in his  opinion
          included as Exhibit 5.
     
24.  Power  of  Attorney  is included on the signature  page  of  this
     Registration Statement
 _______________
     
*    Filed herewith
**   To be filed by amendment

(1)  Incorporated  by  reference to Registrant's  Form  S-2  (No.  33-
     59811),  as  amended,  initially filed  with  the  Commission  on
     September 4, 1997.

(2)  Incorporated  by reference to Registrant's Schedule  14D-9  dated
     February 21, 1995

(3)  Incorporated  by  reference to the Company's Form  S-1  (No.  33-
     59811),  as amended, initially filed with the Commission on  June
     12, 1995

ITEM 9.   UNDERTAKINGS

     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
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;

     (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 which remain  unsold
at the termination of the offering.

     (4)   That,  for  purposes of determining  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   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.

      Insofar  as  indemnification for liabilities arising  under  the
Securities  Act  of  1933 may be permitted to directors,  officers  or
persons  controlling the Company pursuant to the foregoing provisions,
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
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 Des Plaines,
State of Illinois, on October 10, 1997.


                                                United Stationers Inc.

                                            By: /s/ Randall W. Larrimore
                                               Randall W. Larrimore, President
                                               and Chief Executive Officer


Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities
and on the dates indicated.

      Signature                    Title                           Date


/s/Frederick B. Hegi, Jr.  Chairman of the Board of Directors  October 10, 1997
Frederick B. Hegi, Jr.


/s/Randall W, Larrimore    President and Chief Executive       October 10, 1997
Randall W. Larrimore       Officer, Director             
                           (principal executive officer)


/s/Daniel H. Bushell       Executive Vice President,           October 10, 1997
Daniel H. Bushell          Chief Financial Officer
                           (principal financial and accounting officer)

/s/Michael D. Rowsey       Executive Vice President, Director  October 10, 1997
Michael D. Rowsey


/s/ Daniel J. Good         Director                            October 10, 1997
Daniel  J. Good


/s/James A. Johnson        Director                            October 10, 1997
James A. Johnson


/s/James A. Johnson        Director                            October 10, 1997
Gary G. Miller


/s/Joel D. Spungin         Director                            October 10, 1997
Joel D. Spungin
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13756}]
{"company-data": {"conformed-name": "UNITED STATIONERS INC", "cik": "0000355999", "assigned-sic": "5110", "irs-number": "363141189", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37665", "film-number": "97694091"}, "business-address": {"street1": "2200 E GOLF RD", "city": "DES PLAINES", "state": "IL", "zip": "60016-1267", "phone": "7086995000"}, "mail-address": {"street1": "2200 E GOLF ROAD", "street2": "2200 E GOLF ROAD", "city": "DES PLAINES", "state": "IL", "zip": "600161267"}}
As filed with the Securities and Exchange Commission on October 10, 1997
                                     Registration Statement No. 333-

                                   
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                                   
                                   
                               FORM S-8
                                   
        REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                   
                        United Stationers Inc.
        (Exact Name of Registrant as Specified in its Charter)
                                   
             Delaware                                     36-3141189
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                        Identification Number)
                                   
2200 East Golf Road                                        60016-1267
Des Plaines, Illinois                                      (Zip Code)
(Address of  Principal Executive Offices)

             United Stationers Inc. Management Equity Plan
                       (Full title of the plan)
                                   
                         ____________________
                                   
                            Otis H. Halleen
             Vice President, Secretary and General Counsel
                          2200 East Golf Road
                      Des Plaines, IL 60016-1267
                (Name and address of agent for service)
                                   
                            (847) 699-5000
     (telephone number, including area code, of agent for service)

                    CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
                                   Proposed      Proposed
                                   maximum       maximum
                                   offering      aggregate
Title of Securities  Amount to be    price     offering price      Amount of
to be registered      Registered  per share(1)   price  (1)    registration fee
Common Stock $.10 
par value             4,100,000    $ 39.00     $ 95,060,113      $ 28,806.09
                       shares
_____________________________________________________________________________

 (1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) and 457(h) on the basis of the prices at
which currently outstanding options may be exercised, and the average
of the high and low prices of the Common Stock in the over-the-counter
market on October 9, 1997 as reported on NASDAQ for the balance.

                                Part I
                                   
         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                   
The documents containing the information specified in Part I of Form S-
8 will be sent or given to participating employees as specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended.  These
documents and the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act of 1933,
as amended.
                                   
                                   
                                Part II
                                   
          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                   
                                   
ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE

      The  following  documents filed by United Stationers  Inc.  (the
"Company")   with   the   Securities  and  Exchange   Commission   are
incorporated herein by reference:

      A.    The Company's most recent Annual report on Form 10-K filed
pursuant  to  Section 13 of the Securities Exchange Act  of  1934,  as
amended ("1934 Act"), which contains certified financial statements of
the Company for the fiscal year ended December 31, 1996.

     B.    The  Company's  Quarterly Reports  on  Form  10-Q  for  the
quarters ended March 31, 1997 and June 30, 1997.

     C.   The Company's Current Report on Form 8-K dated May 27, 1997.

     D.    The  Company's  Registration Statement on  Form  S-2  filed
October 6, 1997.

      E.    All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the 1934 Act since December 31, 1996.

      F.    The description of the Common Stock which is contained  in
the  Company's Registration Statement on Form 8-A under the 1934  Act,
including  any amendment or report filed for the purpose  of  updating
such description.

      All  documents  subsequently filed by the  Company  pursuant  to
Sections  13(a),  13(c), 14 and 15(d) of the 1934  Act  prior  to  the
filing  of a post-effective amendment which indicates that all  Shares
offered  hereby  have been sold or which deregisters all  Shares  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 such documents.

ITEM 4.        DESCRIPTION OF SECURITIES

      The Company's Common Stock is registered under Section 12 of the
1934 Act.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section  145  of the Delaware General Corporation  Law  ("DGCL")
empowers  a  Delaware  corporation  to  indemnify  its  officers   and
directors  and  certain  other persons to the  extent  and  under  the
circumstances  set  forth therein.  Article  EIGHTH  of  the  Restated
Certificate of Incorporation ("Certificate") of the Company, a copy of
which  is filed as Exhibit 4.1 to the Company's Registration Statement
on  Form  S-2  filed October 2, 1997, provides for indemnification  of
officers  and  directors  of  the Company and  certain  other  persons
against  liabilities and expenses incurred by any of them  in  certain
stated proceedings and under certain stated conditions.

      In addition, the DGCL permits and the Company in its Certificate
has  implemented  provisions which limit  or  eliminate  the  personal
liability  of the directors of the Company acting in their  capacities
as  such  to the full extent permitted by the DGCL.  Article NINTH  of
the  Company's  Certificate eliminates a director's liability  to  the
Company  and  its  stockholders for monetary  damages  for  breach  of
fiduciary duty as a director, except for liability for breach  of  the
duty  of  loyalty, knowing violations of law and certain other matters
specified in the DGCL and the Certificate.

      The Company maintains insurance for the benefit of its directors
and  officers and certain other persons insuring them against  certain
liabilities, including liabilities under the securities laws.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS

4.   Instruments defining the rights of security holders:

     (a)  Restated Certificate of Incorporation as adopted January  8,
          1987 and as subsequently amended March 30, 1995 (1)
     
     (b)  Certificate  of  Ownership  and  Merger  merging  Associated
          Holdings, Inc. into Registrant  (2)
     
     (c)  Restated by-laws (3)
     
     (d)  Registration Rights Agreement, dated as of April  26,  1995,
          among  the  Registrant, United Stationers  Supply  Co.,  and
          Chase Securities, Inc. (3)
     
     (e)  Amended and restated Registration Rights Agreement, dated as
          of March 30, 1995, among Registrant, Wingate Partners, L.P.,
          Cumberland Capital Corporation, Good Capital Co.,  Inc.  and
          certain other Company stockholders (3).
     
     (f)  Amendment No. 4 to Management Equity Plan dated as of August
          19, 1997 (1)
     
     (g)  United  Stationers Inc. Management Equity Plan,  as  amended
          through August 19, 1997 (1)
     
5.   Opinion of Otis H. Halleen, General Counsel to the Company.**

15.  Acknowledgment letter of Ernst & Young LLP, independent auditors.*

23.  Consents of experts and counsel:
     
     (1)  Consent of Ernst & Young LLP, independent auditors.*
     
     (2)  Consent of Arthur Andersen LLP, independent  public accountants.*
     
     (3)  The  consent  of Otis H. Halleen is included in his  opinion
          included as Exhibit 5.
     
24.  Power  of  Attorney  is included on the signature  page  of  this
     Registration Statement
 _______________
     
*    Filed herewith
**   To be filed by amendment

(1)  Incorporated  by  reference to Registrant's  Form  S-2  (No.  33-
     59811),  as  amended,  initially filed  with  the  Commission  on
     September 4, 1997.

(2)  Incorporated  by reference to Registrant's Schedule  14D-9  dated
     February 21, 1995

(3)  Incorporated  by  reference to the Company's Form  S-1  (No.  33-
     59811),  as amended, initially filed with the Commission on  June
     12, 1995

ITEM 9.   UNDERTAKINGS

     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
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;

     (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 which remain  unsold
at the termination of the offering.

     (4)   That,  for  purposes of determining  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   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.

      Insofar  as  indemnification for liabilities arising  under  the
Securities  Act  of  1933 may be permitted to directors,  officers  or
persons  controlling the Company pursuant to the foregoing provisions,
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
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 Des Plaines,
State of Illinois, on October 10, 1997.

                                                United Stationers Inc.

                                            By: /s/ Randall W. Larrimore
                                               Randall W. Larrimore, President
                                               and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities
and on the dates indicated.

      Signature                    Title                           Date

/s/Frederick B. Hegi, Jr.  Chairman of the Board of Directors  October 10, 1997
Frederick B. Hegi, Jr.

/s/Randall W, Larrimore    President and Chief Executive       October 10, 1997
Randall W. Larrimore       Officer, Director             
                           (principal executive officer)

/s/Daniel H. Bushell       Executive Vice President,           October 10, 1997
Daniel H. Bushell          Chief Financial Officer
                           (principal financial and accounting officer)

/s/Michael D. Rowsey       Executive Vice President, Director  October 10, 1997
Michael D. Rowsey

/s/ Daniel J. Good         Director                            October 10, 1997
Daniel  J. Good

/s/James A. Johnson        Director                            October 10, 1997
James A. Johnson

/s/James A. Johnson        Director                            October 10, 1997
Gary G. Miller

/s/Joel D. Spungin         Director                            October 10, 1997
Joel D. Spungin