As filed with the Securities and Exchange Commission on 
June 28, 1996.
                     Registration Statement No. 333- _____

            SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, DC 20549


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


                      US ORDER, INC.
  (Exact name of Registrant as specified in its Charter)

 Delaware                                54-1551807
(State or other jurisdiction of       (I.R.S. Employer 
incorporation or organization)         Identification Number)
                                       
                      US Order, Inc.
                  13873 Park Center Road
                         Suite 353
                 Herndon, Virginia  22071
(Address of principal executive office, including zip code)

                      US ORDER, INC. 
             1996 EMPLOYEE STOCK PURCHASE PLAN
                (Full title of the Plan)


                   John C. Backus, Jr.
                     US Order, Inc.
                 13873 Park Center Road
                      Suite 353
                Herndon, Virginia  22071
                    (703) 834-9480
(Name, address, including zip code, and telephone number
including area code, of agent for service)

                     With copies to:

                  David M. Carter, Esq.
                    Hunton & Williams
              Riverfront Plaza, East Tower
                  951 East Byrd Street
             Richmond, Virginia 23219-4074
                      804-788-8200



            CALCULATION OF REGISTRATION FEE

                          Proposed       Proposed
Title of                  maximum        maximum
securities    Amount      offering       aggregate   Amount of
to be         to be       price          offering  registration
registered   registered   per share(1)    price        fee

Common Stock,  1,000,000   $13.63        $13,630,000   $4,700
$.001 par        shares
value

      (1)  Calculated pursuant to Rule 457(c) on the basis of
$13.63 per share, which was the average of the high and low
prices of the Common Stock as quoted on the NASDAQ National
Market on June 26, 1996. 

[Page]

                       PART I

    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

      Not required to be filed with the Securities and Exchange
Commission (the "Commission").

Item 2.  Registrant Information and Employee Plan Annual
Information.

      Not required to be filed with the Commission.



[Page]

                           PART II

  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The following documents filed by US Order, Inc. (the
"Company" or "US Order") with the Commission (File No. 0-25838)
are incorporated herein by reference and made a part hereof:  

            (a)  the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995;  

            (b)  the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996; and

            (c)  the description of the Company's Common Stock
contained in the Company's Registration Statement filed with the
Commission under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").

      In addition, all documents filed by the Company
pursuant to Section 13(a) and 13(c) of the Exchange Act after the
date of the Prospectus and prior to the termination of the
offering of shares of the Company's Common Stock pursuant to the
US Order, Inc. 1996 Employee Stock Purchase Plan (the "Plan"),
any definitive proxy or information statement filed pursuant to
Section 14 of the Exchange Act in connection with any subsequent
meeting of shareholders and any reports filed pursuant to Section
15(d) of the Exchange Act prior to any such termination of the
offering of shares, shall be deemed to be incorporated by
reference in the Prospectus and to be a part hereof
from the date of filing of such documents.  Any statement
contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of the Prospectus to the extent that a
statement contained herein or in any other subsequently filed
document that is or is deemed to be incorporated by reference
herein modifies or supersedes such earlier statement.  Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of the
Prospectus.

Item 4.  Description of Securities.

      Not applicable.

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") authorizes, inter alia, a corporation generally to
indemnify any person ("indemnitee") who was or is a
party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding
(other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation, in a similar position
with another corporation or entity, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  With respect to actions or suits by or in
the right of the corporation; however, an indemnitee who acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation is generally
limited to attorneys' fees and other expenses, and no
indemnification shall be made if such person is adjudged liable
to the corporation unless and only to the extent that a court of
competent jurisdiction determines that indemnification is
appropriate.  Section 145 further provides that any
indemnification shall be made by the corporation only as
authorized in each specific case upon a determination by the (i)
stockholders, (ii) board of directors by a majority voted of a
quorum consisting of directors who were not parties to such
action, suit or proceeding or (iii) independent counsel if a
quorum of disinterested directors so directs, that
indemnification of the indemnitee is proper because
he has met the applicable standard of conduct.  Section 145
provides that indemnification pursuant to its provisions
is not exclusive of other rights of indemnification to which a
person may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise.

      Section 7.02 of the Company's Amended and Restated Bylaws,
a copy of which is filed as Exhibit 3.2 to the Registration
Statement and incorporated herein by reference, provides, in
substance, that directors, officers, employees and agents shall
be indemnified to the fullest extent permitted by Section 145 of
the DGCL.

      Articles VIII and IX of the Company's Amended and Restated
Certificate of Incorporation, a copy of which is filed as Exhibit
3.1 to the Registration Statement and incorporated herein
by reference, limits the liability of directors of the Company to
the Company or its stockholders (in their capacity as directors
but not in their capacity as officers) to the fullest extent
permitted by the DGCL.  Specifically, directors of the Company
will not be personally liable for monetary damages for breach of
a director's fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payments of
dividends or unlawful stock repurchases or redemptions as
provided in Section 174 of the DGCL or (iv) for any transaction
from which the director derived an improper personal benefit. 
The Restated Certificate of Incorporation also provides that if
the DGCL is amended after the approval of the Restated
Certificate of Incorporation to authorize corporate action
further eliminating or limiting the personal liability of
directors, then the liability of a director of the Company will
be eliminated or limited to the full extent permitted by the
DGCL, as so amended.

      The Company intends to enter into indemnification
agreements with certain of its directors providing for
indemnification to the fullest extent permitted by the laws of
the State of Delaware.  These agreements provide for
specific procedures to better assure the directors' rights to
indemnification, including procedures for directors to
submit claims, for determination of directors' entitlement to
indemnification (including the allocation of the burden
of proof and selection of a reviewing party) and for enforcement
of directors' indemnification rights.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

Exhibit No.

   3.1      Amended and Restated Certificate of Incorporation of
the Company (Incorporated herein by reference from Exhibit 3.1 to
the Company's Registration Statement on Form S-1 (File No. 33-
90978)).

   3.2      Amended and Restated Bylaws of the Company
(Incorporated herein by reference from Exhibit 3.2 to the
Company's Registration Statement on Form S-1 (File No. 33-90978).

   4.1      Article IV of the Company's Amended and Restated
Certificate of Incorporation and Section 7.03 of the Company's
Amended and Restated Bylaws (Incorporated by reference from
Exhibits 3.1 and 3.2, respectively).

   5.1      Opinion of Hunton & Williams as to the legality of
the securities being registered.

   10.1     US Order, Inc. 1996 Employee Stock Purchase Plan. 

   23.1     Consent of Hunton & Williams (included in the opinion
filed as Exhibit 5.1 to the Registration Statement).

   23.2     Consent of KPMG Peat Marwick LLP.

   24       Power of Attorney (included on signature page).

Item 9.  Undertakings

      (a)   The undersigned registrant hereby undertakes:

            1.    To file, during any period in which offers
or sales are made, a post-effective amendment to this
registration statement:

                  (i)   To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");

                  (ii)  To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in the 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 registrant's annual report pursuant to
Section 13(a) or 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.

      (c)   Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities 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 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
Herndon, Commonwealth of Virginia on June 28, 1996.

                                   US ORDER, INC.
                                     (Registrant)



                                    By:/s/ John C. Backus, Jr.
                                       John C. Backus, Jr.
                                       President and Chief
                                       Operating Officer


[Page]

                               POWER OF ATTORNEY

      Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities indicated on June 28, 1996.  Each of
the directors and/or officers of US Order, Inc. whose signature
appears below hereby appoints William F. Gorog, John C. Backus,
Jr., Albert N. Wergley and David M. Carter, and each of them
severally, as his attorney-in-fact to sign in his name and
behalf, in any and all capacities stated below and to file with
the Securities and Exchange Commission, any and all amendments,
including post-effective amendments to this registration
statement, making such changes in the registration statement as
appropriate, and generally to do all such things in their
behalf in their capacities as officers and directors to enable US
Order, Inc. to comply with the provisions of the Securities Act
of 1933, and all requirements of the Securities and Exchange
Commission.

       Signature                                Title

/s/ William F. Gorog                Chief Executive Officer,
William F. Gorog                     Chairman of the Board
                                     and Director
                                    (Principal Executive Officer)


/s/ John C. Backus, Jr.             President, Chief Operating
John C. Backus, Jr.                  Officer and Director


/s/ Mark S. Lynch                   Vice President - Finance and
Mark S. Lynch                        Controller
                                    (Principal Financial and
                                     Accounting Officer)


/s/ T. Coleman Andrews, III         Director
T. Coleman Andrews, III


/s/ Patrick F. Graham               Director
Patrick F. Graham


/s/ Ross Jones                      Director
Ross Jones


/s/ Geoffrey S. Rehnert             Director
Geoffrey S. Rehnert


                                    Director
L. William Seidman


                                    Director
Wesley C. Tallman



[Page]

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549








                                   EXHIBITS

                                  filed with
                            REGISTRATION STATEMENT

                                      on

                                   FORM S-8

                                     UNDER

                          THE SECURITIES ACT OF 1933








                                US ORDER, INC. 
                       1996 EMPLOYEE STOCK PURCHASE PLAN
                           (full title of the plan)





[Page]
                                 EXHIBIT INDEX


Exhibit No.          Description                       Page

3.1         Amended and Restated Certificate of 
            Incorporation of the Company (Incorporated
            herein by reference from Exhibit 3.1 of
            the Company's Registration Statement on 
            Form S-1 (File No. 33-90978)).

3.2         Amended and Restated Bylaws of the Company
            (Incorporated herein by reference from 
            Exhibit 3.2 to the Company's
            Registration Statement on Form S-1 
            (No. 33-90978). 

4.1         Article IV of the Company's Amended and 
            Restated Certificate of Incorporation 
            and Section 7.03 of the Company's Amended
            and Restated Bylaws (Incorporated by reference
            from Exhibits 3.1 and 3.2, respectively).

5.1         Opinion of Hunton & Williams as to the
            legality of the securities being registered.

10.1        US Order, Inc. 1996 Employee Stock Purchase Plan.

23.1        Consent of Hunton & Williams (included in 
            the opinion filed as Exhibit 5.1 to the 
            Registration Statement).

23.2        Consent of KPMG Peat Marwick LLP.

24          Power of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18642}]
{"company-data": {"conformed-name": "US ORDER INC", "cik": "0000943652", "assigned-sic": "3661", "irs-number": "541551907", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07243", "film-number": "96588803"}, "business-address": {"street1": "13873 PARK CENTER RD", "street2": "STE 353", "city": "HERNDON", "state": "VA", "zip": "22071", "phone": "7038349480"}, "mail-address": {"street1": "13873 PARK CTR RD", "street2": "SUITE 353", "city": "HERNDON", "state": "VA", "zip": "22071"}}
As filed with the Securities and Exchange Commission on 
June 28, 1996.
                     Registration Statement No. 333- _____

            SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, DC 20549

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

                      US ORDER, INC.
  (Exact name of Registrant as specified in its Charter)

 Delaware                                54-1551807
(State or other jurisdiction of       (I.R.S. Employer 
incorporation or organization)         Identification Number)
                                       
                      US Order, Inc.
                  13873 Park Center Road
                         Suite 353
                 Herndon, Virginia  22071
(Address of principal executive office, including zip code)

                      US ORDER, INC. 
             1996 EMPLOYEE STOCK PURCHASE PLAN
                (Full title of the Plan)

                   John C. Backus, Jr.
                     US Order, Inc.
                 13873 Park Center Road
                      Suite 353
                Herndon, Virginia  22071
                    (703) 834-9480
(Name, address, including zip code, and telephone number
including area code, of agent for service)

                     With copies to:

                  David M. Carter, Esq.
                    Hunton & Williams
              Riverfront Plaza, East Tower
                  951 East Byrd Street
             Richmond, Virginia 23219-4074
                      804-788-8200

            CALCULATION OF REGISTRATION FEE

                          Proposed       Proposed
Title of                  maximum        maximum
securities    Amount      offering       aggregate   Amount of
to be         to be       price          offering  registration
registered   registered   per share(1)    price        fee

Common Stock,  1,000,000   $13.63        $13,630,000   $4,700
$.001 par        shares
value

      (1)  Calculated pursuant to Rule 457(c) on the basis of
$13.63 per share, which was the average of the high and low
prices of the Common Stock as quoted on the NASDAQ National
Market on June 26, 1996. 

[Page]

                       PART I

    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

      Not required to be filed with the Securities and Exchange
Commission (the "Commission").

Item 2.  Registrant Information and Employee Plan Annual
Information.

      Not required to be filed with the Commission.

[Page]

                           PART II

  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The following documents filed by US Order, Inc. (the
"Company" or "US Order") with the Commission (File No. 0-25838)
are incorporated herein by reference and made a part hereof:  

            (a)  the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995;  

            (b)  the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996; and

            (c)  the description of the Company's Common Stock
contained in the Company's Registration Statement filed with the
Commission under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").

      In addition, all documents filed by the Company
pursuant to Section 13(a) and 13(c) of the Exchange Act after the
date of the Prospectus and prior to the termination of the
offering of shares of the Company's Common Stock pursuant to the
US Order, Inc. 1996 Employee Stock Purchase Plan (the "Plan"),
any definitive proxy or information statement filed pursuant to
Section 14 of the Exchange Act in connection with any subsequent
meeting of shareholders and any reports filed pursuant to Section
15(d) of the Exchange Act prior to any such termination of the
offering of shares, shall be deemed to be incorporated by
reference in the Prospectus and to be a part hereof
from the date of filing of such documents.  Any statement
contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of the Prospectus to the extent that a
statement contained herein or in any other subsequently filed
document that is or is deemed to be incorporated by reference
herein modifies or supersedes such earlier statement.  Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of the
Prospectus.

Item 4.  Description of Securities.

      Not applicable.

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") authorizes, inter alia, a corporation generally to
indemnify any person ("indemnitee") who was or is a
party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding
(other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation, in a similar position
with another corporation or entity, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  With respect to actions or suits by or in
the right of the corporation; however, an indemnitee who acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation is generally
limited to attorneys' fees and other expenses, and no
indemnification shall be made if such person is adjudged liable
to the corporation unless and only to the extent that a court of
competent jurisdiction determines that indemnification is
appropriate.  Section 145 further provides that any
indemnification shall be made by the corporation only as
authorized in each specific case upon a determination by the (i)
stockholders, (ii) board of directors by a majority voted of a
quorum consisting of directors who were not parties to such
action, suit or proceeding or (iii) independent counsel if a
quorum of disinterested directors so directs, that
indemnification of the indemnitee is proper because
he has met the applicable standard of conduct.  Section 145
provides that indemnification pursuant to its provisions
is not exclusive of other rights of indemnification to which a
person may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise.

      Section 7.02 of the Company's Amended and Restated Bylaws,
a copy of which is filed as Exhibit 3.2 to the Registration
Statement and incorporated herein by reference, provides, in
substance, that directors, officers, employees and agents shall
be indemnified to the fullest extent permitted by Section 145 of
the DGCL.

      Articles VIII and IX of the Company's Amended and Restated
Certificate of Incorporation, a copy of which is filed as Exhibit
3.1 to the Registration Statement and incorporated herein
by reference, limits the liability of directors of the Company to
the Company or its stockholders (in their capacity as directors
but not in their capacity as officers) to the fullest extent
permitted by the DGCL.  Specifically, directors of the Company
will not be personally liable for monetary damages for breach of
a director's fiduciary duty as a director, except for liability
(i) for any breach of the director's duty of loyalty to
the Company or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payments of
dividends or unlawful stock repurchases or redemptions as
provided in Section 174 of the DGCL or (iv) for any transaction
from which the director derived an improper personal benefit. 
The Restated Certificate of Incorporation also provides that if
the DGCL is amended after the approval of the Restated
Certificate of Incorporation to authorize corporate action
further eliminating or limiting the personal liability of
directors, then the liability of a director of the Company will
be eliminated or limited to the full extent permitted by the
DGCL, as so amended.

      The Company intends to enter into indemnification
agreements with certain of its directors providing for
indemnification to the fullest extent permitted by the laws of
the State of Delaware.  These agreements provide for
specific procedures to better assure the directors' rights to
indemnification, including procedures for directors to
submit claims, for determination of directors' entitlement to
indemnification (including the allocation of the burden
of proof and selection of a reviewing party) and for enforcement
of directors' indemnification rights.

Item 7.  Exemption from Registration Claimed.

      Not applicable.

Item 8.  Exhibits.

Exhibit No.

   3.1      Amended and Restated Certificate of Incorporation of
the Company (Incorporated herein by reference from Exhibit 3.1 to
the Company's Registration Statement on Form S-1 (File No. 33-
90978)).

   3.2      Amended and Restated Bylaws of the Company
(Incorporated herein by reference from Exhibit 3.2 to the
Company's Registration Statement on Form S-1 (File No. 33-90978).

   4.1      Article IV of the Company's Amended and Restated
Certificate of Incorporation and Section 7.03 of the Company's
Amended and Restated Bylaws (Incorporated by reference from
Exhibits 3.1 and 3.2, respectively).

   5.1      Opinion of Hunton & Williams as to the legality of
the securities being registered.

   10.1     US Order, Inc. 1996 Employee Stock Purchase Plan. 

   23.1     Consent of Hunton & Williams (included in the opinion
filed as Exhibit 5.1 to the Registration Statement).

   23.2     Consent of KPMG Peat Marwick LLP.

   24       Power of Attorney (included on signature page).

Item 9.  Undertakings

      (a)   The undersigned registrant hereby undertakes:

            1.    To file, during any period in which offers
or sales are made, a post-effective amendment to this
registration statement:

                  (i)   To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");

                  (ii)  To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;

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

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by
reference in the 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 registrant's annual report pursuant to
Section 13(a) or 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.

      (c)   Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities 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 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
Herndon, Commonwealth of Virginia on June 28, 1996.

                                   US ORDER, INC.
                                     (Registrant)

                                    By:/s/ John C. Backus, Jr.
                                       John C. Backus, Jr.
                                       President and Chief
                                       Operating Officer

[Page]

                               POWER OF ATTORNEY

      Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities indicated on June 28, 1996.  Each of
the directors and/or officers of US Order, Inc. whose signature
appears below hereby appoints William F. Gorog, John C. Backus,
Jr., Albert N. Wergley and David M. Carter, and each of them
severally, as his attorney-in-fact to sign in his name and
behalf, in any and all capacities stated below and to file with
the Securities and Exchange Commission, any and all amendments,
including post-effective amendments to this registration
statement, making such changes in the registration statement as
appropriate, and generally to do all such things in their
behalf in their capacities as officers and directors to enable US
Order, Inc. to comply with the provisions of the Securities Act
of 1933, and all requirements of the Securities and Exchange
Commission.

       Signature                                Title

/s/ William F. Gorog                Chief Executive Officer,
William F. Gorog                     Chairman of the Board
                                     and Director
                                    (Principal Executive Officer)

/s/ John C. Backus, Jr.             President, Chief Operating
John C. Backus, Jr.                  Officer and Director

/s/ Mark S. Lynch                   Vice President - Finance and
Mark S. Lynch                        Controller
                                    (Principal Financial and
                                     Accounting Officer)

/s/ T. Coleman Andrews, III         Director
T. Coleman Andrews, III

/s/ Patrick F. Graham               Director
Patrick F. Graham

/s/ Ross Jones                      Director
Ross Jones

/s/ Geoffrey S. Rehnert             Director
Geoffrey S. Rehnert

                                    Director
L. William Seidman

                                    Director
Wesley C. Tallman

[Page]

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                   EXHIBITS

                                  filed with
                            REGISTRATION STATEMENT

                                      on

                                   FORM S-8

                                     UNDER

                          THE SECURITIES ACT OF 1933

                                US ORDER, INC. 
                       1996 EMPLOYEE STOCK PURCHASE PLAN
                           (full title of the plan)

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                                 EXHIBIT INDEX

Exhibit No.          Description                       Page

3.1         Amended and Restated Certificate of 
            Incorporation of the Company (Incorporated
            herein by reference from Exhibit 3.1 of
            the Company's Registration Statement on 
            Form S-1 (File No. 33-90978)).

3.2         Amended and Restated Bylaws of the Company
            (Incorporated herein by reference from 
            Exhibit 3.2 to the Company's
            Registration Statement on Form S-1 
            (No. 33-90978). 

4.1         Article IV of the Company's Amended and 
            Restated Certificate of Incorporation 
            and Section 7.03 of the Company's Amended
            and Restated Bylaws (Incorporated by reference
            from Exhibits 3.1 and 3.2, respectively).

5.1         Opinion of Hunton & Williams as to the
            legality of the securities being registered.

10.1        US Order, Inc. 1996 Employee Stock Purchase Plan.

23.1        Consent of Hunton & Williams (included in 
            the opinion filed as Exhibit 5.1 to the 
            Registration Statement).

23.2        Consent of KPMG Peat Marwick LLP.

24          Power of Attorney (included on signature page).