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<P><CENTER>As filed with the Securities and Exchange Commission on August 3, 1999</CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<P>	Registration No. 333-_________</P>

<BR WP="BR1"><BR WP="BR2">
<P><CENTER><STRONG>SECURITIES AND EXCHANGE COMMISSION</STRONG></CENTER>
</P>

<P><CENTER>Washington, D.C. 20549</CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<P><HR>
</P>

<CENTER><STRONG>FORM S-8</CENTER>
</STRONG>

<P><STRONG><CENTER>REGISTRATION STATEMENT</CENTER>
</STRONG></P>

<P><STRONG><CENTER>UNDER</CENTER>
</STRONG></P>

<P><STRONG><CENTER>THE SECURITIES ACT OF 1933</CENTER>
</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P><HR>
</P>

Incorporated		<STRONG>THE STANDARD REGISTER COMPANY</STRONG>	I.R.S. Employer

<P>Under the Laws		600 ALBANY STREET               		Identification No.</P>

<P>of Ohio			DAYTON, OHIO 45401			31-0455440</P>

<P>				        (513) 443-1000</P>

<BR WP="BR1"><BR WP="BR2">
<P><HR>
</P>

<CENTER>Deferred Compensation Plan</CENTER>


<P><CENTER>Management Incentive Compensation Plan</CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<P><HR>
</P>

<CENTER>Charles F. Hertlein, Jr., Esq.</CENTER>


<P><CENTER>Dinsmore &amp; Shohl LLP</CENTER>
</P>

<P><CENTER>1900 Chemed Center</CENTER>
</P>

<P><CENTER>255 East Fifth Street</CENTER>
</P>

<P><CENTER>Cincinnati, Ohio 45202</CENTER>
</P>

<P><CENTER>(513) 977-8315</CENTER>
</P>

<P><CENTER>(Agent for Service of Process)</CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<P><HR ALIGN="CENTER" WIDTH="69%">
</P>
<CENTER>CALCULATION OF REGISTRATION FEE</CENTER>


<BR WP="BR1"><BR WP="BR2">
<P><HR>
</P>


<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2"><FONT SIZE="-1"><STRONG></STRONG></FONT><FONT SIZE="-1"><STRONG><U>Title of Securities To Be Registered</U></STRONG></FONT><FONT SIZE="-1"></FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1"><STRONG></STRONG></FONT>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">Amount To Be

<P><FONT SIZE="-1"><STRONG><U>Registered</U><SUP>(1)</SUP></STRONG></FONT><FONT SIZE="-1"></FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1"><STRONG>Proposed
Maximum
Offering
Price Per
<U>Unit</U></STRONG></FONT><FONT SIZE="-1"></FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1"><STRONG>Proposed
Maximum
Aggregate
Offering
<U>Price</U><SUP>(2)</SUP></STRONG></FONT><FONT SIZE="-1"></FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1"><STRONG></STRONG></FONT></P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">Amount of

<P><FONT SIZE="-1"><STRONG>Registration</STRONG></FONT></P>

<P><FONT SIZE="-1"><STRONG><U>Fee</U><SUP>(3)</SUP></STRONG></FONT><FONT SIZE="-1"></FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT SIZE="-1">Deferred Compensation Obligations</FONT></TD>
<TD><FONT SIZE="-1">$15,000,000</FONT></TD>
<TD ALIGN="RIGHT"><FONT SIZE="-1">$1.00      </FONT></TD>
<TD ALIGN="RIGHT"><FONT SIZE="-1">$15,000,000</FONT></TD>
<TD ALIGN="RIGHT"><FONT SIZE="-1">$4,170.00</FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT SIZE="-1">Common Stock</FONT></TD>
<TD><FONT SIZE="-1">110,000 shares</FONT></TD>
<TD ALIGN="RIGHT"><FONT SIZE="-1">$29.00<SUP>(2)</SUP>   </FONT></TD>
<TD ALIGN="RIGHT"><FONT SIZE="-1">$3,190,000</FONT></TD>
<TD ALIGN="RIGHT"><FONT SIZE="-1">$<U>886.82</U></FONT></TD></TR>
<TR VALIGN="TOP"><TD><FONT SIZE="-1">Total</FONT></TD>
<TD><FONT SIZE="-1"></TD>
<TD ALIGN="RIGHT"></TD>
<TD ALIGN="RIGHT"></TD>
<TD ALIGN="RIGHT"></FONT><FONT SIZE="-1"></FONT><FONT SIZE="-1"></FONT><FONT SIZE="-1">$5,056.82</FONT></TD></TR></TABLE>
</P>
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<UL>
  <LI><FONT SIZE="-1"></FONT>This Registration  Statement is filed for up to $15,000,000 in cash Deferred Compensation
Obligations issuable pursuant to The Standard Register Company Deferred Compensation
Plan and 110,000 shares of the common stock, $1.00 par value per share, of The Standard
Register Company issuable in connection with its Management Incentive Compensation
Plan.</LI>

<BR WP="BR1"><BR WP="BR2">  <LI>Estimated solely for purposes of calculating registration fee.</LI>

<BR WP="BR1"><BR WP="BR2"></UL>

<P>(3) 	Registration fee has been calculated pursuant to Rule 457(h).</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><CENTER>PART I</CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<P><CENTER>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<P>	The information specified in Part I of From S-8 is set forth in a single document entitled
"Prospectus" which constitutes a part of the Section 10(a) Prospectus to which this Registration
Statement relates but which is not filed herewith.</P>

<BR WP="BR1"><BR WP="BR2">
<P><CENTER>PART II</CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<P><CENTER>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Item 3.	Incorporation of Documents by Reference</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>	The following documents filed by The Standard Register Company (the "Company") with
the Securities and Exchange Commission are incorporated herein by reference and made a part
hereof:</P>

<BR WP="BR1"><BR WP="BR2">
<P>	1.	The Company's Annual Report on Form 10-K for the fiscal year ended January 3,
1999;</P>

<BR WP="BR1"><BR WP="BR2">
<P>	2.	The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended April 4,
1999; and</P>

<BR WP="BR1"><BR WP="BR2">
<P>	3.	The Company's Current Report on form 8-K dated April 15, 1999.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	4.	The description of the Common Stock contained on the Company's Form 8-A
Registration Statement under the Securities Exchange Act of 1934 effective May 13,
1996.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	All reports and other documents filed by the Company pursuant to Sections 13(a),  13(c), 14
and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective  amendment
which indicates that all Common Stock offered has been sold or which deregisters  all Common
Stock 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.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Item 4.	Description of Securities</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>	This Registration Statement registers up to $15,000,000 in Deferred Compensation
Obligations issuable pursuant to The Standard Register Company Deferred Compensation Plan and
110,000 shares of the common stock of The Standard Register Company issuable in  connection with
its Management Incentive Compensation Plan. The common stock issuable  under the Management
Incentive Compensation Plan is described in documents incorporated by reference in this
Registration Statement as set forth above.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	Under the Deferred Compensation Plan, the Company will provide eligible employees the
opportunity to defer a specified percentage of their compensation.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	The obligation of the Company ultimately to pay such deferred amounts in accordance with
the Deferred Compensation Plan (the "Deferred Obligations") will be unsecured general  obligations
of the Company and will rank pari passu with other unsecured and unsubordinated indebtedness of
the Company from time to time outstanding.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	The amount of compensation to be deferred by each participating employee will be
determined in accordance with the Deferred Compensation Plan based on elections by the employee.
Each distribution under the Deferred Compensation Plan will be made on a date selected by the
employee  participant in accordance with the terms of the Deferred Compensation Plan.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	Participants' accounts will be adjusted for earnings determined by deemed investment
vehicles elected by participants.  The the Board of Directors of the Company may amend the possible
deemed investment vehicles from time to time in its sole discretion.  Such obligations  will be
denominated and be payable in United States dollars.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	Any employee participant's right or the right of any other person to the Deferred  Obligations
cannot be transferred, pledged, or encumbered except by a written designation of a beneficiary under
the Deferred Compensation Plan. </P>

<BR WP="BR1"><BR WP="BR2">
<P>	The Deferred Obligations are not subject to redemption, in whole or in part, prior to the
individual payment dates specified by the participating employees, at the option of the Company or
through operation of a mandatory or optional sinking fund of analogous provision.  However, the
Company reserves the right to amend or terminate the Deferred Compensation Plan at any time,
except that no such amendment or termination shall reduce retroactively the right of an employee
participant to the balance of his or her deferred account as of the date of such amendment or
termination.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	The Deferred Obligations are not convertible into another security of the Company. The
Deferred Obligations will not have the benefit of a negative pledge or any other affirmative or
negative covenant on the part of the Company. </P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Item 5.	Interests of Named Experts and Counsel</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>	The legality of the Common Stock offered hereby will be passed upon for the Company by
Dinsmore &amp; Shohl LLP, 1900 Chemed Center, 255 East Fifth Street, Cincinnati, Ohio 45202.  As
of July 31, 1999, partners of Dinsmore &amp; Shohl LLP and attorneys associated therewith, and their
families, beneficially owned approximately 1,000 shares of Registrant's Common Stock. </P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Item 6.	Indemnification of Directors and Officers</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>	Section 1701.13(E) of the Ohio General Corporation Law allows indemnification by the
Registrant to any person made or threatened to be made a party to any proceedings, other than a
proceeding by or in the right of the Registrant, by reason of the fact that the person is or was a
director, officer, employee or agent of the Registrant, against expenses, including judgments and
fines, if the person acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the Registrant and, with respect to criminal actions, in which the person had
no reasonable cause to believe that the person's conduct was unlawful.  Similar  provisions apply to
actions brought by or in the right of the Registrant, except that, unless otherwise determined by the
court, no indemnification shall be made in such cases when the person shall have been adjudged to
be liable for negligence or misconduct to the Registrant.  The right to indemnification is mandatory
in the case of a director or officer who is successful on the  merits or otherwise in defense of any
action, suit or proceeding or any claim or issue, or who is successful on the merits or otherwise in
defense of any action, suit or proceeding or any claim, issue or matter therein.  Permissive
indemnification is to be made by a court of competent  jurisdiction, the majority vote of a quorum
of disinterested directors, the written opinion of independent counsel or by the shareholders.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	The Registrant's Code of Regulations provides that the Registrant shall indemnify such
persons to the fullest extent permitted by law.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	The Registrant maintains director and officer liability insurance which provides coverage
against certain liabilities.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Item 7.	Exemption from Registration Claimed</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>	Not applicable.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>Item 8.	Exhibits</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>	4.1	Management Incentive Compensation Plan (incorporated by reference to the
Company's Proxy Statement dated March 21, 1997)</P>

<BR WP="BR1"><BR WP="BR2">
<P>	4.2	Deferred Compensation Plan (incorporated by reference to Registration No. 333-43055 filed by the Company)</P>

<BR WP="BR1"><BR WP="BR2">
<P>	4.3	First Amendment to Deferred Compensation Plan</P>

<BR WP="BR1"><BR WP="BR2">
<P>	5	Opinion of Counsel</P>

<BR WP="BR1"><BR WP="BR2">
<P>	23.1	Consent of Counsel (contained on Exhibit 5)</P>

<BR WP="BR1"><BR WP="BR2">
<P>	23.2	Consent of Battelle &amp; Battelle PLL</P>

<BR WP="BR1"><BR WP="BR2">
<P>	24	Power of Attorney (contained on the signature page)</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG></STRONG><STRONG>Item 9.	Undertakings</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>	9.1	The undersigned Registrant hereby undertakes to file, during any period in which
offers or sales are being made, a post-effective amendment to this Registration
Statement:</P>

<BR WP="BR1"><BR WP="BR2">
<P>		1.	to include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;</P>

<BR WP="BR1"><BR WP="BR2">
<P>		2.	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 a 20%
change in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		3.	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;</P>

<BR WP="BR1"><BR WP="BR2">
<P>	9.2	The undersigned Registrant hereby undertakes 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.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	9.3	The undersigned Registrant hereby undertakes 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.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	9.4	The undersigned Registrant hereby undertakes that, for purposes of determining  any
liability under the Securities Act of 1933, each filing of the Registrant's annual  report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
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.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	9.5	Insofar as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore,  unenforceable. In the event
that a claim for indemnification against such liabilities  (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or controlling person
of the Registrant in the successful defense of any action, suit, or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent,  submit to a court of appropriate
jurisdiction the question 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.</P>

<BR WP="BR1"><BR WP="BR2">
<P><CENTER>SIGNATURES</CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	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 Dayton, Ohio, on July 31, 1999.</P>

<BR WP="BR1"><BR WP="BR2">
<P>						THE STANDARD REGISTER COMPANY</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>						By: <U>/s/	Peter S. Redding</U></P>

<P>							Peter S. Redding</P>

<P>							President, Chief Executive</P>

<P>							Officer and Director</P>

<BR WP="BR1"><BR WP="BR2">
<P>	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.  Persons whose
names are marked with an asterisk (*) below hereby designate Paul H. Granzow, Peter S. Redding
or Craig J. Brown as their attorney-in-fact to sign all amendments, including post-effective
amendments, to this Registration Statement.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		<U>Signature</U>			<U>Capacity</U>			<U>Date</U></P>

<BR WP="BR1"><BR WP="BR2">
<P><U>/s/ Peter S. Redding*		</U>		President, Chief		July 31, 1999</P>

<P>Peter S. Redding				Executive Officer</P>

<P>						and Director</P>

<P>						(Principal</P>

<P>						Executive Officer)</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><U>/s/Craig J. Brown*		</U>		Senior Vice President -	July 31, 1999</P>

<P>Craig J. Brown				Administration,</P>

<P>						Treasurer and Chief</P>

<P>						Financial Officer</P>

<P>						(Principal Financial</P>

<P>						Officer and Principal</P>

<P>						Accounting Officer)</P>

<BR WP="BR1"><BR WP="BR2">
<P><U>/s/Paul H. Granzow*		</U>		Chairman of the		July 31, 1999</P>

<P>Paul H. Granzow				Board of Directors</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><U>/s/Roy W. Begley , Jr.*		</U>		Director		July 31, 1999</P>

<P>Roy W. Begley, Jr.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><U>/s/F. David Clarke, III*		</U>		Director		July 31, 1999</P>

<P>F. David Clarke, III</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><U>/s/Graeme G. Keeping*		</U>		Director		July 31, 1999</P>

<P>Graeme G. Keeping</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><U>/s/Dennis L. Rediker*		</U>		Director		July 31, 1999</P>

<P>Dennis L. Rediker</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><U>/s/Ann Scavullo*			</U>		Director		July 31, 1999</P>

<P>Ann Scavullo</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><U>/s/John J. Schiff, Jr.*			</U>		Director		July 31, 1999</P>

<P>John J. Schiff, Jr.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><U>/s/Charles F. Sherman*		</U>		Director		July 31, 1999</P>

<P>Charles F. Sherman</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><U>/s/ John Q. Sherman, II*		</U>		Director		July 31, 1999</P>

<P>John Q. Sherman, II</P>

<BR WP="BR1"><BR WP="BR2">
<P><CENTER>EXHIBIT 5</CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><CENTER>[Letterhead of Dinsmore &amp; Shohl LLP]</CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><CENTER>August 2, 1999</CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>The Standard Register Company</P>

<P>600 Albany Street</P>

<P>Dayton, Ohio   45401</P>

<BR WP="BR1"><BR WP="BR2">
<P>Ladies and Gentlemen:</P>

<BR WP="BR1"><BR WP="BR2">
<P>	RE:	Registration Statement on Form S-8</P>

<BR WP="BR1"><BR WP="BR2">
<P>	We serve as counsel to The Standard Register Company (the "Company").  In connection
with this opinion, we have examined and are familiar with originals or copies, certified or  otherwise
identified to our satisfaction, of such documents as we have deemed necessary or appropriate as a
basis for the opinions set forth below including (i) the Registration Statement on Form S-8 relating
to the Company's Deferred Compensation Plan and Management Incentive  Compensation Plan (the
"Plans"), (ii) the Articles of Incorporation and Code of Regulations of the Company, each as
amended to the date hereof, and (iii) resolutions of the Board of  Directors of the Company relating
to the approval of the Plans, issuance of shares of Common  Stock pursuant to the Plans and the
filing of the Registration Statement.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	Based upon and subject to the foregoing, we are of the opinion that, when the  Registration
Statement has become effective under the Securities Act of 1933:</P>

<BR WP="BR1"><BR WP="BR2">
<P>	(i)	the obligations under the Plans will, when arising under the Plans in accordance with
its terms, constitute valid and binding obligations of the Company;</P>

<BR WP="BR1"><BR WP="BR2">
<P>	(ii)	when the shares of Common Stock have been issued or purchased for use by the
Plans, such shares of Common Stock will constitute duly issued, fully paid and
non-assessable shares of Common Stock of the Company;</P>

<BR WP="BR1"><BR WP="BR2">
<P>	(iii)	the Company is a duly organized and validly existing corporation under the laws of
the State of Ohio; and</P>

<BR WP="BR1"><BR WP="BR2">
<P>	(iv)	the Company has taken all necessary and required corporate actions in connection
with the Plans.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	We hereby consent to the reference to our firm in the Registration Statement.  In providing
this consent, we do not thereby admit that we are within the category of persons whose  consent is
required under Section 7 of the Securities Act of 1933 or the rules and regulations of  the
Commission promulgated thereunder.</P>

<BR WP="BR1"><BR WP="BR2">
<P>						Yours truly,</P>

<BR WP="BR1"><BR WP="BR2">
<P>						DINSMORE &amp; SHOHL LLP</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>						<U>By: Charles F. Hertlein, Jr.	</U> </P>

<P>						      Charles F. Hertlein, Jr.</P>

<BR WP="BR1"><BR WP="BR2">
<P><CENTER>EXHIBIT 23.2</CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><CENTER>CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS</CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>We consent to the incorporation by reference in this Registration Statement on Form S-8 of our
Report on the Financial Statements and Schedules of The Standard Register Company included in
the Annual Report on Form 10-K for the year ended January 3, 1999.</P>

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<BR WP="BR1"><BR WP="BR2">
<P>							BATTELLE &amp; BATTELLE, LLP</P>

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<BR WP="BR1"><BR WP="BR2">
<P>Dayton, Ohio</P>

<P>July 30, 1999</P>

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{"company-data": {"conformed-name": "STANDARD REGISTER CO", "cik": "0000093456", "assigned-sic": "2761", "irs-number": "310455440", "state-of-incorporation": "OH", "fiscal-year-end": "0103"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84483", "film-number": "99677714"}, "business-address": {"street1": "600 ALBANY ST", "city": "DAYTON", "state": "OH", "zip": "45401", "phone": "5134341000"}, "mail-address": {"street1": "600 ALBANY STREET", "street2": "P O BOX 1167", "city": "DAYTON", "state": "OH", "zip": "45401-1167"}}
As filed with the Securities and Exchange Commission on August 3, 1999
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Incorporated
THE STANDARD REGISTER COMPANY
I.R.S. Employer
Under the Laws		600 ALBANY STREET               		Identification No.
of Ohio			DAYTON, OHIO 45401			31-0455440
(513) 443-1000
Deferred Compensation Plan
Management Incentive Compensation Plan
Charles F. Hertlein, Jr., Esq.
Dinsmore & Shohl LLP
1900 Chemed Center
255 East Fifth Street
Cincinnati, Ohio 45202
(513) 977-8315
(Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
Title of Securities To Be Registered
Amount To Be
Registered
(1)
Proposed
Maximum
Offering
Price Per
Unit
Proposed
Maximum
Aggregate
Offering
Price
(2)
Amount of
Registration
Fee
(3)
Deferred Compensation Obligations
$15,000,000
$1.00
$15,000,000
$4,170.00
Common Stock
110,000 shares
$29.00
(2)
$3,190,000
$
886.82
Total
$5,056.82
This Registration  Statement is filed for up to $15,000,000 in cash Deferred Compensation
Obligations issuable pursuant to The Standard Register Company Deferred Compensation
Plan and 110,000 shares of the common stock, $1.00 par value per share, of The Standard
Register Company issuable in connection with its Management Incentive Compensation
Plan.
Estimated solely for purposes of calculating registration fee.
(3) 	Registration fee has been calculated pursuant to Rule 457(h).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Part I of From S-8 is set forth in a single document entitled
"Prospectus" which constitutes a part of the Section 10(a) Prospectus to which this Registration
Statement relates but which is not filed herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.	Incorporation of Documents by Reference
The following documents filed by The Standard Register Company (the "Company") with
the Securities and Exchange Commission are incorporated herein by reference and made a part
hereof:
1.	The Company's Annual Report on Form 10-K for the fiscal year ended January 3,
1999;
2.	The Company's Quarterly Report on Form 10-Q for the fiscal quarter ended April 4,
1999; and
3.	The Company's Current Report on form 8-K dated April 15, 1999.
4.	The description of the Common Stock contained on the Company's Form 8-A
Registration Statement under the Securities Exchange Act of 1934 effective May 13,
1996.
All reports and other documents filed by the Company pursuant to Sections 13(a),  13(c), 14
and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective  amendment
which indicates that all Common Stock offered has been sold or which deregisters  all Common
Stock 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
This Registration Statement registers up to $15,000,000 in Deferred Compensation
Obligations issuable pursuant to The Standard Register Company Deferred Compensation Plan and
110,000 shares of the common stock of The Standard Register Company issuable in  connection with
its Management Incentive Compensation Plan. The common stock issuable  under the Management
Incentive Compensation Plan is described in documents incorporated by reference in this
Registration Statement as set forth above.
Under the Deferred Compensation Plan, the Company will provide eligible employees the
opportunity to defer a specified percentage of their compensation.
The obligation of the Company ultimately to pay such deferred amounts in accordance with
the Deferred Compensation Plan (the "Deferred Obligations") will be unsecured general  obligations
of the Company and will rank pari passu with other unsecured and unsubordinated indebtedness of
the Company from time to time outstanding.
The amount of compensation to be deferred by each participating employee will be
determined in accordance with the Deferred Compensation Plan based on elections by the employee.
Each distribution under the Deferred Compensation Plan will be made on a date selected by the
employee  participant in accordance with the terms of the Deferred Compensation Plan.
Participants' accounts will be adjusted for earnings determined by deemed investment
vehicles elected by participants.  The the Board of Directors of the Company may amend the possible
deemed investment vehicles from time to time in its sole discretion.  Such obligations  will be
denominated and be payable in United States dollars.
Any employee participant's right or the right of any other person to the Deferred  Obligations
cannot be transferred, pledged, or encumbered except by a written designation of a beneficiary under
the Deferred Compensation Plan.
The Deferred Obligations are not subject to redemption, in whole or in part, prior to the
individual payment dates specified by the participating employees, at the option of the Company or
through operation of a mandatory or optional sinking fund of analogous provision.  However, the
Company reserves the right to amend or terminate the Deferred Compensation Plan at any time,
except that no such amendment or termination shall reduce retroactively the right of an employee
participant to the balance of his or her deferred account as of the date of such amendment or
termination.
The Deferred Obligations are not convertible into another security of the Company. The
Deferred Obligations will not have the benefit of a negative pledge or any other affirmative or
negative covenant on the part of the Company.
Item 5.	Interests of Named Experts and Counsel
The legality of the Common Stock offered hereby will be passed upon for the Company by
Dinsmore & Shohl LLP, 1900 Chemed Center, 255 East Fifth Street, Cincinnati, Ohio 45202.  As
of July 31, 1999, partners of Dinsmore & Shohl LLP and attorneys associated therewith, and their
families, beneficially owned approximately 1,000 shares of Registrant's Common Stock.
Item 6.	Indemnification of Directors and Officers
Section 1701.13(E) of the Ohio General Corporation Law allows indemnification by the
Registrant to any person made or threatened to be made a party to any proceedings, other than a
proceeding by or in the right of the Registrant, by reason of the fact that the person is or was a
director, officer, employee or agent of the Registrant, against expenses, including judgments and
fines, if the person acted in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the Registrant and, with respect to criminal actions, in which the person had
no reasonable cause to believe that the person's conduct was unlawful.  Similar  provisions apply to
actions brought by or in the right of the Registrant, except that, unless otherwise determined by the
court, no indemnification shall be made in such cases when the person shall have been adjudged to
be liable for negligence or misconduct to the Registrant.  The right to indemnification is mandatory
in the case of a director or officer who is successful on the  merits or otherwise in defense of any
action, suit or proceeding or any claim or issue, or who is successful on the merits or otherwise in
defense of any action, suit or proceeding or any claim, issue or matter therein.  Permissive
indemnification is to be made by a court of competent  jurisdiction, the majority vote of a quorum
of disinterested directors, the written opinion of independent counsel or by the shareholders.
The Registrant's Code of Regulations provides that the Registrant shall indemnify such
persons to the fullest extent permitted by law.
The Registrant maintains director and officer liability insurance which provides coverage
against certain liabilities.
Item 7.	Exemption from Registration Claimed
Not applicable.
Item 8.	Exhibits
4.1	Management Incentive Compensation Plan (incorporated by reference to the
Company's Proxy Statement dated March 21, 1997)
4.2	Deferred Compensation Plan (incorporated by reference to Registration No. 333-43055 filed by the Company)
4.3	First Amendment to Deferred Compensation Plan
5	Opinion of Counsel
23.1	Consent of Counsel (contained on Exhibit 5)
23.2	Consent of Battelle & Battelle PLL
24	Power of Attorney (contained on the signature page)
Item 9.	Undertakings
9.1	The undersigned Registrant hereby undertakes to file, during any period in which
offers or sales are being made, a post-effective amendment to this Registration
Statement:
1.	to include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
2.	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 a 20%
change in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement.
3.	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;
9.2	The undersigned Registrant hereby undertakes 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.
9.3	The undersigned Registrant hereby undertakes 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.
9.4	The undersigned Registrant hereby undertakes that, for purposes of determining  any
liability under the Securities Act of 1933, each filing of the Registrant's annual  report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
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.
9.5	Insofar as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore,  unenforceable. In the event
that a claim for indemnification against such liabilities  (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or controlling person
of the Registrant in the successful defense of any action, suit, or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent,  submit to a court of appropriate
jurisdiction the question 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 Dayton, Ohio, on July 31, 1999.
THE STANDARD REGISTER COMPANY
By:
/s/	Peter S. Redding
Peter S. Redding
President, Chief Executive
Officer and Director
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.  Persons whose
names are marked with an asterisk (*) below hereby designate Paul H. Granzow, Peter S. Redding
or Craig J. Brown as their attorney-in-fact to sign all amendments, including post-effective
amendments, to this Registration Statement.
Signature
Capacity
Date
/s/ Peter S. Redding*
President, Chief		July 31, 1999
Peter S. Redding				Executive Officer
and Director
(Principal
Executive Officer)
/s/Craig J. Brown*
Senior Vice President -	July 31, 1999
Craig J. Brown				Administration,
Treasurer and Chief
Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
/s/Paul H. Granzow*
Chairman of the		July 31, 1999
Paul H. Granzow				Board of Directors
/s/Roy W. Begley , Jr.*
Director		July 31, 1999
Roy W. Begley, Jr.
/s/F. David Clarke, III*
Director		July 31, 1999
F. David Clarke, III
/s/Graeme G. Keeping*
Director		July 31, 1999
Graeme G. Keeping
/s/Dennis L. Rediker*
Director		July 31, 1999
Dennis L. Rediker
/s/Ann Scavullo*
Director		July 31, 1999
Ann Scavullo
/s/John J. Schiff, Jr.*
Director		July 31, 1999
John J. Schiff, Jr.
/s/Charles F. Sherman*
Director		July 31, 1999
Charles F. Sherman
/s/ John Q. Sherman, II*
Director		July 31, 1999
John Q. Sherman, II
EXHIBIT 5
[Letterhead of Dinsmore & Shohl LLP]
August 2, 1999
The Standard Register Company
600 Albany Street
Dayton, Ohio   45401
Ladies and Gentlemen:
RE:	Registration Statement on Form S-8
We serve as counsel to The Standard Register Company (the "Company").  In connection
with this opinion, we have examined and are familiar with originals or copies, certified or  otherwise
identified to our satisfaction, of such documents as we have deemed necessary or appropriate as a
basis for the opinions set forth below including (i) the Registration Statement on Form S-8 relating
to the Company's Deferred Compensation Plan and Management Incentive  Compensation Plan (the
"Plans"), (ii) the Articles of Incorporation and Code of Regulations of the Company, each as
amended to the date hereof, and (iii) resolutions of the Board of  Directors of the Company relating
to the approval of the Plans, issuance of shares of Common  Stock pursuant to the Plans and the
filing of the Registration Statement.
Based upon and subject to the foregoing, we are of the opinion that, when the  Registration
Statement has become effective under the Securities Act of 1933:
(i)	the obligations under the Plans will, when arising under the Plans in accordance with
its terms, constitute valid and binding obligations of the Company;
(ii)	when the shares of Common Stock have been issued or purchased for use by the
Plans, such shares of Common Stock will constitute duly issued, fully paid and
non-assessable shares of Common Stock of the Company;
(iii)	the Company is a duly organized and validly existing corporation under the laws of
the State of Ohio; and
(iv)	the Company has taken all necessary and required corporate actions in connection
with the Plans.
We hereby consent to the reference to our firm in the Registration Statement.  In providing
this consent, we do not thereby admit that we are within the category of persons whose  consent is
required under Section 7 of the Securities Act of 1933 or the rules and regulations of  the
Commission promulgated thereunder.
Yours truly,
DINSMORE & SHOHL LLP
By: Charles F. Hertlein, Jr.
Charles F. Hertlein, Jr.
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our
Report on the Financial Statements and Schedules of The Standard Register Company included in
the Annual Report on Form 10-K for the year ended January 3, 1999.
BATTELLE & BATTELLE, LLP
Dayton, Ohio
July 30, 1999