UNITED STATIONERS INC, S-3/A, 1996-04-10

UNITED STATIONERS INC
S-3/A, 1996-04-10
PAPER & PAPER PRODUCTS

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As filed with the Securities and Exchange Commission on April 10, 1996.
Registration No. 333-02247

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
to
FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

UNITED STATIONERS INC.
(Exact name of registrant as specified in its charter)

DELAWARE 2200 EAST GOLF ROAD 36-3141189
(State or other jurisdiction DES PLAINES, ILLINOIS 60016-1267 (I.R.S. Employer
of incorporation or (847) 699-5000 Identification
organization) (Address, including ZIP code, and No.)
telephone number, including area
code, of registrant's principal
executive offices)

THOMAS W. STURGESS Copies to:
CHAIRMAN OF THE BOARD
UNITED STATIONERS INC. MARY R. KORBY
2200 EAST GOLF ROAD WEIL, GOTSHAL & MANGES LLP
DES PLAINES, ILLINOIS 60016-1267 100 CRESCENT COURT, SUITE 1300
(847) 699-5000 DALLAS, TEXAS 75201-6950
(Name,address, including ZIP code, and
telephone number, including area code,
of agent for service)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [_]

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_] ______________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

The combined prospectus contained herein pursuant to Rule 429(a) under
the Securities Act of 1933, as amended, relates to the earlier Registration
Statement on Form S-3 of United Stationers Inc., Registration No. 33-62739.

PROSPECTUS

2,035,243 SHARES

UNITED STATIONERS INC.

COMMON STOCK

(PAR VALUE $0.10 PER SHARE)

---------------------

TO BE OFFERED BY HOLDERS OF THE COMMON STOCK OF UNITED STATIONERS INC.

---------------------

This Prospectus relates to the offering (the "Offering") from time to
time of up to 2,035,243 shares (the "Shares") of common stock, par value $0.10
per share (the "Common Stock"), by the Selling Stockholders named herein under
"Selling Stockholders," of United Stationers Inc. (the "Company"), certain
shares of which have been or will be issued to the Selling Stockholders upon the
exercise of warrants to purchase Common Stock or conversion of shares of
Nonvoting Common Stock, $0.01 par value (the "Nonvoting Common Stock"), of the
Company. The distribution of the Shares by the Selling Stockholders is not
subject to any underwriting agreement.

The Shares may be sold from time to time by the Selling Stockholders, or
by pledgees, donees, transferees or other successors in interest. The sales may
be made on one or more exchanges or in the over-the-counter market, or otherwise
at prices and at terms then prevailing or at prices related to the then current
market price or in negotiated transactions. In addition, the Selling
Stockholders may sell the Shares through customary brokerage channels and
transactions in which the broker solicits purchasers. See "Plan of
Distribution."

As of the close of trading on April 8, 1996, the closing sale price of
the Common Stock as quoted on the Nasdaq National Market was $20.00 per share.
None of the proceeds from the sale of the Shares of Common Stock offered hereby
will be received by the Company.

FOR A DISCUSSION OF CERTAIN FACTORS TO BE CONSIDERED IN CONNECTION WITH
AN INVESTMENT IN THE COMMON STOCK, SEE "RISK FACTORS" BEGINNING ON PAGE 4.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------

The date of this Prospectus is April 12, 1996.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). In accordance
with the Exchange Act, the Company files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). The
reports, proxy statements and other information can be inspected and copied at
the public reference facilities that the Commission maintains at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices located at 7 World Trade Center, 13th Floor, New York, New York 10048,
and Suite 1400, Citicorp Center, 500 West Madison Street, Chicago, Illinois
60661. Copies of these materials can be obtained at prescribed rates from the
Public Reference Section of the Commission at the principal offices of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.

The Company has filed with the Commission a registration statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is hereby made to the Registration Statement.

----------------------

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents (or specified portions thereof) filed by the
Company with the Commission pursuant to the Exchange Act (File No. 0-10653) or
the Securities Act are incorporated in this Prospectus by reference:

1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;

2. The description of the Company's Common Stock in Item 1 of the
Company's Registration Statement on Form 8-A dated September 7,
1982; and

3. All other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Prospectus and before the termination of the offering of the
Common Stock.

The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents that are incorporated by
reference, other than exhibits to such documents not specifically incorporated
by reference. Requests for such copies should be directed to United Stationers
Inc., 2200 East Golf Road, Des Plaines, Illinois 60016-1267, Attention: Investor
Relations, telephone (847) 699-5000.

Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

THE COMPANY

As used in this Prospectus, unless otherwise indicated or the context
otherwise requires, references herein to the "Company" include (i) United
Stationers Inc., its direct and indirect subsidiaries, including United
Stationers Supply Co. ("USSC"), the principal operating subsidiary of the
Company, and (ii) the business conducted by United Stationers Inc. ("United"),
Associated Holdings, Inc. ("Associated") and Associated Stationers, Inc.
("ASI"), the operating subsidiary of Associated, prior to the merger of
Associated with United and ASI with USSC on March 30, 1995 (collectively, the
"Merger").

The Company is the largest general line business products wholesaler in
the United States, with 1995 pro forma net sales of $2.2 billion. The Company
stocks and distributes the broadest and deepest product line in the industry,
consisting of over 25,000 items, including traditional office supplies, office
furniture and desk accessories, computer supplies, peripherals and hardware and
facilities management supplies. the Company markets its products primarily
through catalogs with a total annual circulation of more than 7.5 million
copies, including a general line office products catalog that has more than 900
pages. The Company supplements its general line catalog with several specialized
catalogs and related marketing programs designed for the office products, office
furniture, computer products, facilities management and supplies and certain
other specialty markets. The Company purchases its products from more than 450
manufacturers who rely on it to inventory, market and distribute their products
efficiently to a broad range of approximately 12,000 resellers, consisting
primarily of office products dealers (including commercial, contract and
retail), computer resellers, office furniture dealers, office products
superstores, mailorder companies and mass merchandisers.

United's operating subsidiary, USSC, began operations in 1922 under the
name Utility Supply Company, and has operated under its current name since 1960.
In June 1992, United acquired Stationers Distributing Company, Inc. ("SDC"), a
privately held office products wholesaler. SDC was based in Fort Worth, Texas,
and operated 22 distribution facilities throughout the continental United
States. Prior to such acquisition, SDC had annual revenues of more than $400
million. Associated was formed in January 1992 by an investor group led by
Wingate Partners, L.P. to effect the acquisition (the "Associated Transaction")
of the wholesale office products division of Boise Cascade Office Products
Corporation. To further its geographical presence and increase market share, in
October 1992 Associated acquired Lynn-Edwards Corp., a privately held office
products wholesaler based in Sacramento, California.

On March 30, 1995, Associated purchased 92.5% of the then-outstanding
shares of preMerger United common stock for approximately $266.6 million in the
aggregate pursuant to a tender offer (the "Tender Offer"). Immediately
thereafter, Associated merged with and into United, and ASI merged with and into
USSC, with the Company and USSC continuing as the respective surviving
corporation (the "Merger" and, collectively with the Tender Offer, the
"Acquisition"). As a result of share conversions in the Merger, immediately
after the Merger, (i) the former holders of common stock and common stock
equivalents of Associated owned shares of Common Stock and warrants or options
to purchase shares of Common Stock constituting in the aggregate approximately
80% of the shares of Common Stock on a fully diluted basis, and (ii) holders of
pre-Merger United common stock owned in the aggregate approximately 20% of the
shares of Common Stock on a fully diluted basis. As a result of the Merger, USSC
assumed $430 million of indebtedness incurred by ASI in connection with the
Acquisition. In order to refinance a portion of such indebtedness, USSC
subsequently sold $150 million aggregate principal amount of its 12 3/4% Senior
Subordinated Notes due 2005 (the "Notes").

The principal executive offices of the Company are located at 2200 East
Golf Road, Des Plaines, Illinois 60016-1267, telephone number (847) 699-5000.

RISK FACTORS

The following risk factors should be carefully considered in evaluating
the Company and its business before purchasing the Common Stock offered hereby.

COMPETITION

The Company operates in a highly competitive environment. The Company
competes with office products manufacturers and with other national, regional
and specialty wholesalers of office products, office furniture, computer
products and related items. Some of such competitors are larger than the Company
and have greater financial and other resources available to them than does the
Company, and there can be no assurance that the Company can continue to compete
successfully with such competitors. Increased competition in the office products
industry, together with increased advertising, has heightened price awareness
among end-users. As a result, purchasers of commodity office products have been
extremely price sensitive, and therefore the Company has increased its efforts
to market to resellers the continuing advantages of its competitive strengths
(as compared to those of manufacturers and other wholesalers), such as marketing
and catalog programs, speed of delivery, and the ability to offer resellers on a
"one-stop shop" basis a broad line of business products from multiple
manufacturers with lower minimum order quantities. In addition, such heightened
price awareness has led to margin pressure on commodity office products. In the
event that such a trend continues, the Company's profit margins could be
adversely affected.

CONSOLIDATION

Consolidation continues throughout all levels of the office products
industry. Consolidation of commercial dealers and contract stationers has
resulted in (i) an increased ability of those resellers to buy goods directly
from manufacturers on their own or through their participation in buying groups
and (ii) fewer independent resellers to purchase from wholesalers. In addition,
over the last decade, office products superstores (which largely buy directly
from manufacturers) have entered virtually every major metropolitan market.
Continuing consolidation could adversely affect the Company's financial results.

SUBSTANTIAL LEVERAGE

As a result of the Acquisition, the Company has significant debt and
debt service obligations. The degree to which the Company is leveraged could
have important consequences, including the following: (i) the Company's ability
to obtain additional financing in the future for working capital, capital
expenditures, potential acquisition opportunities, general corporate purposes or
other purposes may be impaired; (ii) a substantial portion of the Company's cash
flow from operations must be dedicated to the payment of principal and interest
on its indebtedness; (iii) the Company may be more vulnerable to economic
downturns, may be limited in its ability to withstand competitive pressures and
may have reduced flexibility in responding to changing business and economic
conditions; and (iv) fluctuations in market interest rates will affect the cost
of the Company's borrowings to the extent not covered by interest rate hedge
agreements because interest under the Credit Facilities (as hereinafter defined)
are payable at variable rates.

ABILITY TO SERVICE DEBT

The Company's ability to service its indebtedness will be dependent on
its future performance, which will be affected by prevailing economic conditions
and financial, business and other factors, certain of which are beyond the
Company's control. The Company believes that, based upon current levels of
operations, it should be able to meet its debt service obligations when

due. If, however, the Company were unable to service its indebtedness, it would
be forced to pursue one or more alternative strategies such as selling assets,
restructuring or refinancing its indebtedness or seeking additional equity
capital (which may substantially dilute the ownership interest of holders of
Common Stock). There can be no assurance that any of these strategies could be
effected on satisfactory terms, if at all.

RESTRICTIONS IMPOSED BY TERMS OF INDEBTEDNESS

The Indenture (the "Indenture") governing the $150 million in aggregate
principal amount of Notes of USSC and the credit agreement (the "Credit
Agreement") governing the Company's senior credit facilities (the "Credit
Facilities") contain numerous restrictive covenants that limit the discretion of
management with respect to certain business matters. These covenants place
significant restrictions on, among other things, the ability of the Company to
incur additional indebtedness, to create liens or other encumbrances, to make
certain payments, investments, loans and guarantees and to sell or otherwise
dispose of assets and merge or consolidate with another entity. The Credit
Agreement also contains a number of financial covenants that require the Company
to meet certain financial ratios and tests. A failure to comply with the
obligations in the Credit Agreement or the Indenture could result in an event of
default under the Credit Agreement, or an event of default under the Indenture,
which, if not cured or waived, could permit acceleration of the indebtedness
thereunder and acceleration of indebtedness under other instruments that may
contain crossacceleration or cross-default provisions which could have a
material adverse effect on the Company.

CHANGING END-USER DEMANDS

The Company's sales and profitability are largely dependent on its
ability to continually enhance its product offerings to meet changing end-user
demands. End-users' traditional demands for office products have changed over
the last several years as a result of, among other things, the widespread use of
computers and other technological advances (resulting in the elimination or
reduction in use of traditional office supplies), efforts by various businesses
to establish "paperless" work environments, increased recycling efforts and a
trend toward non-traditional offices (such as home-offices). The Company's
ability to continually monitor and react to such trends and changes in end-user
demands will be necessary to avoid adverse effects on its sales and
profitability. In addition, the Company's financial results could be adversely
affected if and to the extent that end-user demand for a broad product selection
or the need for overnight delivery were to substantially diminish or end-user
demand for a higher proportion of low margin products were to substantially
increase.

IMPACT OF CHANGING MANUFACTURERS' PRICES

The Company maintains substantial inventories to accommodate the prompt
service and delivery requirements of its customers. Accordingly, the Company
purchases its products on a regular basis in an effort to maintain its inventory
at levels that it believes to be sufficient to satisfy the anticipated needs of
its customers based upon historic buying practices and market conditions.
Although the Company has historically been able to pass through manufacturer
price increases to its customers on a timely basis, competitive conditions will
influence how much of future price increases can be passed on to the Company's
customers. Conversely, when manufacturers' prices decline, lower sales prices
could result in lower margins as the Company sells existing inventory. Changes
in the prices paid by the Company for its products therefore could adversely
affect the Company's net sales, gross margins and net income.

EFFECT OF CHANGES IN THE ECONOMY

Demand for office products is affected by, among other things, white
collar employment levels. Changes in the economy resulting in decreased white
collar employment levels may therefore adversely affect the Company's operations
and profitability. In addition, pricing and, to an extent, profitability of the
Company's product offerings, generally decrease under deflationary economic
conditions. Deflationary swings in the economy may therefore adversely affect
the Company's profitability.

EFFECTS OF THE MERGER

Changes to the Company's product selection, ordering systems, pricing,
marketing strategies and personnel effected in connection with the Company's
consolidation plan may adversely affect the Company's relationship with certain
resellers in the future and thereby adversely affect the Company's financial
performance. During the fiscal year ended December 31, 1995, the Company
benefited from sales growth that had not been built into the Company's
consolidation plan. However, as the Company had previously indicated, the
Company believes that it will continue to experience a reduction in the rate of
revenue growth following the Merger as a result of the loss of customers to
competition. The Company anticipates that sales in the first quarter of 1996
will be level with the combined pre-Merger sales of United and Associated in the
comparable period in 1995.

SERVICE INTERRUPTIONS

Substantially all of the Company's shipping, warehouse and maintenance
employees at certain of the Company's facilities in Chicago, Detroit,
Philadelphia, Baltimore, Los Angeles, Minneapolis and New York City are covered
by various collective bargaining agreements, which expire at various times
during the next three years. Although the Company considers its relationships
with its employees to be satisfactory, a prolonged labor dispute could have a
material adverse effect on the Company's business (including its ability to
deliver its products readily) as well as the Company's results of operations and
financial condition. Although the Company has been able to maintain its service
levels during past work stoppages by distributing to its customers from
unaffected distribution centers, profitability has been reduced during such
periods as a result of higher distribution costs. The Company's ability to
receive and deliver products is largely dependent on the availability of trucks
utilized by manufacturers and the Company. Therefore, the occurrence of a
national trucking strike could also impair the Company's operations. The
Company's service levels would also be affected in the event of an interruption
in operation of its computers or telecommunications network on a company-wide
scale for an extended period of time, although the Company has developed
contingency plans to limit its exposure.

RESTRICTIONS ON PAYMENT OF DIVIDENDS

The Company conducts its business through USSC and has no operations of
its own. The primary asset of the Company is all of the capital stock of USSC.
Consequently, the Company's sole source for cash from which to make dividend
payments will be dividends distributed or other payments made to it by USSC. The
right of the Company to participate in any distribution of earnings or assets of
USSC is subject to the prior claims of the creditors of USSC. In addition, the
Indenture and the Credit Agreement contain certain restrictive covenants,
including covenants that restrict or prohibit USSC's ability to pay dividends
and make other distributions to the Company. Any determination to declare and
pay dividends will be made by the Board of Directors of the Company (the "Board
of Directors") in light of the Company's earnings, financial position, capital
requirements, credit agreements and such other factors as the Board of Directors
deems relevant at the time.

DEPENDENCE ON KEY PERSONNEL

The Company's success relies on the efforts and abilities of its
executive officers and certain other key employees, particularly Mr. Thomas W.
Sturgess, the Company's Chairman of the Board, President and Chief Executive
Officer, Mr. Daniel H. Bushell, an Executive Vice President and the Chief
Financial Officer of the Company, and Mr. Michael D. Rowsey and Mr. Steven R.
Schwarz, each an Executive Vice President of the Company, the loss of any of
whom could have a material adverse effect on the Company. The Company has
entered into employment agreements having terms ranging from two to three years
with the executive officers listed above. The Company currently does not have
any "key man" life insurance for its key personnel.

POSSIBLE VOLATILITY OF STOCK PRICE

As a result of the Acquisition, the number of publicly traded shares of
Common Stock was reduced from approximately 37.2 million shares to approximately
2.8 million shares (in each case adjusted to give effect to the 100% stock
dividend effective November 9, 1995). Consequently, the market price for Common
Stock has been subject to greater volatility as a result of the reduced number
of publicly traded shares. In addition, the market price for shares of the
Common Stock has varied significantly and may be volatile depending on news
announcements and changes in general market conditions. In particular, news
announcements regarding quarterly or annual results of operations, competitive
developments or litigation impacting the Company could cause significant
fluctuations in the Company's stock price.

POSSIBLE ANTI-TAKEOVER EFFECTS OF CERTAIN DOCUMENTS

The Company has available for issuance approximately 1.5 million shares
of preferred stock, which the Board of Directors is authorized to issue, in one
or more series, without any further action on the part of the Company's
stockholders. Subject to limitations imposed by law or the Company's Restated
Certificate of Incorporation (as amended from time to time, the "Charter"), the
Board of Directors is empowered to determine the designation of and the number
of shares constituting each series of preferred stock; the dividend rate for
each series; the terms and conditions of any voting, conversion and exchange
rights for each series; the amounts payable on each series upon redemption or
the Company's liquidation, dissolution or winding-up; the provisions of any
sinking fund for the redemption or purchase of shares of any series; and the
preferences and the relative rights among the series of preferred stock. At the
discretion of the Board of Directors, and subject to its fiduciary duties, the
preferred stock could be used to deter any takeover attempt, by tender offer or
otherwise. In addition, preferred stock could be issued with voting and
conversion rights which could adversely affect the voting power and/or economic
value to holders of Common Stock. The issuance of preferred stock could also
result in a series of securities outstanding that would have preferences over
the Common Stock with respect to dividends and in liquidation.

The Company's Charter and Restated Bylaws (as amended from time to time,
the "Bylaws") contain certain other provisions that may be deemed to have
anti-takeover effects and may delay, deter or prevent a takeover attempt that a
stockholder of the Company might consider to be in the best interests of the
Company or its stockholders. In addition, the Indenture provides that, upon the
occurrence of a change of control (which term includes the acquisition by any
person or group of more than 50% of the voting power of the outstanding Common
Stock or certain significant changes in the composition of the Board of
Directors), the Company shall be obligated to offer to repurchase all
outstanding Notes at a purchase price of 101% of the principal amount thereof.
Such obligation, if it arose, could have a material adverse effect on the
Company. Such provision could also delay, deter or prevent a takeover attempt.

INFLUENCE OF CERTAIN STOCKHOLDERS

As of the date of this Prospectus, Wingate Partners, L.P. ("Wingate
Partners"), Wingate Partners II, L.P. ("Wingate II"), Wingate Affiliates, L.P.
("Wingate Affiliates") and Wingate Affiliates II, L.P. ("Wingate Affiliates II"
and, collectively with Wingate Partners, Wingate II and Wingate Affiliates,
"Wingate"), Cumberland Capital Corporation ("Cumberland") and Mr. Daniel J. Good
and certain of his affiliates beneficially own approximately 50.3%, 15.7% and
2.2%, respectively, of the outstanding shares of Common Stock. Four of the
current nine directors of the Company are indirect general partners of Wingate
Partners or Wingate II. In addition, Mr. Gary G. Miller, who is the President
and a stockholder of Cumberland, and Mr. Good each serve as directors of the
Company. Consequently, such persons and their affiliates have significant
influence over the policies of the Company and any matter submitted to a
stockholder vote.

IMPACT OF SHARES ELIGIBLE FOR FUTURE SALE

Future sales by existing stockholders could adversely affect the
prevailing market price of the Common Stock. Holders of approximately 7,741,492
shares of Common Stock are parties to a registration rights agreement whereby
the Company must register such shares under the Securities Act at the request of
a holder of at least 20% of such shares. Therefore, a large number of shares of
Common Stock may be available for sale in the public market by such stockholders
at various times. The sale of a large block of such shares, and the availability
of additional large blocks for sale, could have an adverse effect on the
prevailing market price of the Common Stock.

USE OF PROCEEDS

The proceeds from the sale of the Shares of Common Stock to which this
Prospectus relates will be the property of the Selling Stockholders and will be
utilized by them as they see fit. No part of the proceeds will be received by
the Company.

SELLING STOCKHOLDERS

The following table sets forth the name and relationship with the
Company of each Selling Stockholder and the number of shares of Common Stock
that each Selling Stockholder (i) owned of record as of April 8, 1996, (ii) the
maximum number of shares of Common Stock which may be offered for the account of
the Selling Stockholder under this Prospectus, and (iii) the amount and
percentage of Common Stock to be owned by the Selling Stockholder after
completion of the offering assuming the sale of all the Common Stock which may
be offered hereunder.

<TABLE>
<CAPTION>
=========================================================================================================
Amount and Percentage
Selling Security Holder's Maximum Number of of Common Stock
Name & Relationship Shares Owned as of Shares Which May Be Owned After
to Company April 8, 1996(1)(2) Offered Hereunder the Offering(3)

Amount Percentage(4)
=========================================================================================================
<S> <C> <C> <C> <C>
Chase Manhattan Investment
Holdings, Inc. 1,235,060 1,235,060 --- *
- ---------------------------------------------------------------------------------------------------------
Arab Banking Corporation (B.S.C.) 164,451 164,451 --- *
- ---------------------------------------------------------------------------------------------------------
The Long-Term Credit Bank of 173,449 173,449 --- *
Japan, Ltd., Chicago Branch
- ---------------------------------------------------------------------------------------------------------
Wingate Partners, L.P. 4,491,163 171,802 4,319,361 32.0%
- ---------------------------------------------------------------------------------------------------------
Wingate Partners, II, L.P. 1,451,153 240,539 1,210,614 9.0%
- ---------------------------------------------------------------------------------------------------------
Wingate Affiliates, L.P. 77,957 2,981 74,976 *
- ---------------------------------------------------------------------------------------------------------
Wingate Affiliates II, L.P. 25,549 4,157 21,392 *
- ---------------------------------------------------------------------------------------------------------
Daniel J. Good(5) 204,918 42,804 162,114 1.2%
- ---------------------------------------------------------------------------------------------------------

<FN>
* Less than 1%.

(1) The foregoing is based upon information provided by the persons
described. At April 8, 1996, there were 11,446,306 shares of Common
Stock outstanding. Except as otherwise noted, beneficial ownership
includes sole voting and investment powers.

(2) Includes shares of Common Stock issuable upon exercise of all warrants
to purchase Common Stock and conversion of all shares of Nonvoting
Common Stock held by such Selling Stockholder.

(3) Assumes sale of all shares of Common Stock registered hereunder,
although, to the Company's knowledge, none of the Selling Stockholders
has made any arrangements to sell any shares of Common Stock at this
time.

(4) For purposes of calculating the percentage of Common Stock owned by each
Selling Stockholder, it was assumed that each Selling Stockholder had
exercised all options, conversion rights or warrants by which such
Selling Stockholder had the right, within 60 days following April 12,
1996, to acquire shares of Common Stock.

(5) Does not include (i) 363,899 shares of Common Stock held by Good Capital
Co., Inc., of which Mr. Good is Chairman and a controlling Stockholder,
and (ii) 8,426 warrants exercisable for shares of Common Stock and
18,086 shares of Common Stock owned by the Julie Good Mora Grantor Trust
and 8,426 warrants exercisable for shares of Common Stock and 18,086
shares of Common Stock owned by the Laura Good Stathos Grantor Trust,
each of which Mr. Good serves as trustee. Mr. Good disclaims beneficial
ownership of all shares not owned by him of record. Mr. Good serves as a
director of the Company.
</TABLE>

9<PAGE>
<PAGE>

The Company will pay the expenses of registering the shares of Common
Stock being sold hereunder which are estimated to be approximately $80,000.

The following is a description of material relationships between the
Company and the Selling Stockholders during the past three years:

VOTING TRUST AGREEMENT

Prior to the Merger, substantially all shares of Associated common stock
were held in a voting trust (the "Voting Trust") pursuant to the Voting Trust
Agreement, dated as of January 31, 1992, as amended (the "Voting Trust
Agreement"). As of the consummation of the Merger, the Voting Trust Agreement
was amended to govern shares of Common Stock held by the parties thereto in
substantially the same manner as such agreement previously governed shares of
Associated common stock. The trustees of the Voting Trust are Thomas W.
Sturgess, Frederick B. Hegi, Jr., James A. Johnson, Daniel J. Good and Gary G.
Miller. The trustees of the Voting Trust hold all voting power to vote the
shares of Common Stock held in the Voting Trust and may act by a majority vote
of the trustees. The trustees agree to vote all of the shares of Common Stock
held in trust to elect a board of directors of the Company with (i) a least one
representative designated by Good Capital Co., Inc., (ii) at least one
representative designated by ASI Partners, L.P., the sole general partner of
which is Cumberland, (iii) at least one representative designated by certain
former key executives of Associated and (iv) such number of directors that will
represent a majority of the total number of directors designated by Wingate
Partners. The Voting Trust terminates on January 31, 2005 or upon the
consummation of an underwritten public offering of the shares of Common Stock
which meets certain criteria specified in the Voting Trust Agreement. Messrs.
Sturgess and Hegi are indirect general partners of Wingate Partners, Wingate II,
Wingate Affiliates, and Wingate Affiliates II. Mr. Johnson is an indirect
general partner of Wingate II and Wingate Affiliates II.

MANAGEMENT AGREEMENTS

Pursuant to an Investment Banking Fee and Management Agreement dated as
of January 31, 1992 among Associated, ASI and Wingate Partners, Wingate Partners
provided certain financial advisory services to Associated and ASI in connection
with the Associated Transaction in exchange for a one-time fee of $500,000
(which was paid in January 1992 upon the consummation of the Associated
Transaction). The Company assumed the obligation of Associated under such
agreement by operation of law as a result of the Merger and such agreement has
been amended accordingly. Pursuant to the amended agreement, Wingate Partners
has agreed to provide certain oversight and monitoring services to the Company
and USSC and their subsidiaries in exchange for an annual fee of up to $725,000,
payment (but not accrual) of which is subject to restrictions under the Credit
Agreement related to certain Company performance criteria. Upon consummation of
the Acquisition, the Company paid aggregate fees to Wingate Partners of $2.3
million for services rendered in connection therewith. Pursuant to the $350,000
annual fee limit previously in effect under such agreement, Wingate Partners
earned an aggregate of $603,000, $350,000 and $210,000 with respect to each of
the fiscal years ended 1995, 1994 and 1993, respectively, for such oversight and
monitoring services. Under the amended agreement, the Company is obligated to
reimburse Wingate Partners for its out-of-pocket expenses and indemnify Wingate
Partners and its affiliates from loss in connection with these services. The
agreement expires on January 31, 2002, provided that the agreement continues in
effect on a year to year basis thereafter unless terminated in writing by one of
the parties at least 180 days before the expiration of the primary term or any
subsequent yearly term.

Pursuant to an Investment Banking Fee and Management Agreement dated as
of January 31, 1992 among Associated, ASI and Good Capital Co., Inc. ("Good
Capital"), Good Capital provided financial advisory services to Associated and
ASI in connection with the Associated Transaction in exchange for 31,480 shares
of Associated common stock and 185 shares of Associated class A preferred stock.
The Company assumed the obligations of Associated under such agreement by
operation of law as a result of the Merger and such agreement has been amended
accordingly. Pursuant to the amended agreement, Good Capital has agreed to
provide certain oversight and monitoring services to the Company and USSC and
their subsidiaries, in exchange for (i) an annual fee of up to $137,500, payment
(but not accrual) of which is subject to restrictions under the Credit Agreement
related to certain Company performance criteria and (ii) previously issued
shares of Associated common stock converted pursuant to the Merger into 154,125
shares of Common Stock. Subject to certain exceptions, the issuance of such
shares of Common Stock are subject to rescission if the agreement is terminated
before January 31, 2002. Upon consummation of the Acquisition, the Company paid
aggregate fees to Good Capital of $100,000 for services rendered in connection
therewith. Pursuant to the $75,000 annual fee limit previously in effect under
such agreement, Good Capital earned an aggregate of $129,000, $75,000 and
$45,000 in each of the fiscal years ended 1995, 1994 and 1993, respectively, for
such oversight and monitoring services. The Company is also obligated to
reimburse Good Capital for its out-of-pocket expenses and indemnify Good Capital
and its affiliates from loss in connection with these services. The agreement
expires on January 31, 2002, provided that the agreement continues in effect
thereafter on a year to year basis unless terminated in writing by one of the
parties at least 180 days before the expiration of the primary term or any
subsequent yearly term. Daniel J. Good is the chairman and a controlling
stockholder of Good Capital.

CERTAIN INTERESTS OF CHASE BANK

The Chase Manhattan Bank (National Association) ("Chase Bank"), an
affiliate of Chase Manhattan Investment Holdings, Inc. ("CMIHI"), has certain
interests in the Company in addition to its affiliate, Chase Securities, Inc.
("Chase Securities"), which served as the initial purchaser of the Notes and
received a discount in the amount of $4.5 million. As a result of the sale of
the Notes, CMIHI beneficially owned (as of March 29, 1996) approximately 9.7% of
the shares of Common Stock outstanding as a result of its ownership of (i)
warrants received in connection with the original Associated transaction that
entitle CMIHI to purchase 476,067 shares of Common Stock for $0.10 per share,
(ii) 480,045 shares of Nonvoting Common Stock purchased or received in
connection with the Acquisition and (iii) 278,949 shares of Nonvoting Common
Stock transferred to CMIHI from preMerger holders of Associated common stock
upon consummation of the sale of the Notes.

Chase Securities served as financial advisor to Associated in connection
with the Acquisition. Chase Bank is the agent and a lender under the Credit
Facilities. In addition, in connection with the Tender Offer, Chase Securities
served as dealer manager and Chase Bank served as depositary for tendered shares
of Common Stock. A substantial portion of the net proceeds from the sale of the
Notes were used to repay in full a credit facility, created in connection with
the Acquisition, under which Chase Bank and an affiliate thereof were the
lenders, and a portion of the remainder was used to prepay portions of a term
loan under the Credit Facilities. In all such capacities, Chase Bank and its
affiliates received an aggregate of approximately $23.3 million in fees
(although certain of such fees were shared with other members of the lending
groups) and had certain of their expenses reimbursed.

Arab Banking Corporation also serves as a lender under the Credit
Facilities.

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 46,500,000
shares, consisting of (a) 1,500,000 shares of a class designated as Preferred
Stock, $0.01 par value ("preferred stock"), (b) 40,000,000 shares of a class
designated as Common Stock, par value $0.10 per share (the "Common Stock"), and
(c) 5,000,000 shares of a class designated as Nonvoting Common Stock, $0.01 par
value (the "Nonvoting Common Stock"). Of the authorized shares of capital stock,
11,446,306 shares of Common Stock, 758,994 shares of Nonvoting Common Stock and
an aggregate of 15,862 shares of preferred stock, consisting of 5,000 shares of
Series A Preferred Stock, $0.01 par value (the "Series A Preferred Stock"), and
10,862 shares of Series C Preferred Stock, $0.01 par value (the "Series C
Preferred Stock" and, collectively with the Series A Preferred Stock, the
"Preferred Stock"), were outstanding as of April 8, 1996. In addition, as of
such date, dividends on the Series A Preferred Stock consisting of an aggregate
of 2,600 shares of Series A Preferred Stock had accrued and not been paid, and
employee stock options exercisable for an aggregate of 2,589,768 shares of
Common Stock and warrants exercisable for an aggregate of 1,409,627 shares of
Common Stock (or, with respect to 1,227,433 of such shares, Nonvoting Common
Stock at the option of the holder) were outstanding.

COMMON STOCK

Holders of shares of Common Stock and Nonvoting Common Stock are
entitled to share ratably in such dividends as may be declared by the Board of
Directors and paid by the Company out of funds legally available therefor,
subject to prior rights of outstanding shares of any preferred stock and certain
restrictions under agreements governing the Company's indebtedness. In the event
of any dissolution, liquidation or winding up of the Company, holders of shares
of Common Stock and Nonvoting Common Stock are entitled to share ratably in
assets remaining after payment of all liabilities and liquidation preferences,
if any.

Except as otherwise required by law, the holders of Common Stock are
entitled to one vote per share on all matters voted on by stockholders,
including the election of directors. The holders of a majority of shares of
Common Stock represented at a meeting of stockholders can elect all of the
directors to be elected at such a meeting.

Holders of shares of Common Stock have no preemptive, cumulative voting,
subscription, redemption or conversion rights. The currently outstanding shares
of Common Stock and Nonvoting Common Stock are fully paid and nonassessable. The
rights, preferences and privileges of holders of Common Stock and Nonvoting
Common Stock are subject to the rights of the Preferred Stock and any series of
preferred stock which the Company may issue in the future. Shares of Nonvoting
Common Stock are entitled to all rights granted to, and subject to all
restrictions imposed on, shares of Common Stock, other than the right to vote.
Subject to certain restrictions, shares of Nonvoting Common Stock are
convertible at any time at the option of the holder thereof into shares of
Common Stock for no additional consideration.

PREFERRED STOCK

The following is a summary of the terms of Preferred Stock. Such summary
does not purport to be complete and is qualified in its entirety by reference to
the Company's Charter, a copy of which is available upon request to the Company.
See "Available Information."

Dividends. The holders of Series A Preferred Stock are entitled to
receive dividends at a rate of 10% per annum applied to a dividend base per
share of $1,000 (the "Dividend Base") payable on April 30, July 31, October 31
and January 31 (each a "Dividend Payment Date") of each year,

subject as described below under "Description of Capital Stock - Preferred Stock
- - Dividend and Redemption Restrictions." If the Company fails to pay a dividend
in cash on any Dividend Payment Date or fails to make any redemption payment
when due, the dividend rate shall be retroactively increased to 13% per annum
and shall remain at such rate until the failure is cured.

The holders of Series C Preferred Stock are entitled to receive
dividends at a rate of 9% per annum applied to the Dividend Base, payable on
each Dividend Payment Date, subject as described below under "Description of
Capital Stock - Preferred Stock - Dividend and Redemption Restrictions." In the
event the Company fails to pay a dividend in cash on the Series C Preferred
Stock on any Dividend Payment Date or fails to make any redemption payment in
respect of the Series C Preferred Stock when due, the dividend rate thereon
shall retroactively be increased to 10% per annum and shall remain at such rate
until such failure is cured.

The dividends on the Preferred Stock are cumulative and shall accrue,
whether or not declared or restricted by the terms of any loan agreements and
regardless of whether there are funds legally available for payment of the
dividends. In the discretion of the Board of Directors of the Company, the
dividends may be payable in cash or in additional shares of the same series of
Preferred Stock. Dividends on the Series C Preferred Stock may be payable in
additional shares of Series C Preferred Stock only for Dividend Payment Dates
occurring on or prior to January 31, 1999.

If at any time the Company fails to pay any dividends on the Dividend
Payment Date or the Company fails to redeem the requisite number of shares of a
series of Preferred Stock (the "Defaulted Series"), the Company shall not (a)
declare or pay any dividend on any Junior Shares (as defined below) or make any
payment on account of, or set apart money for, a sinking or other analogous
fund, for the purchase, redemption or other retirement of any Junior Shares or
make any distribution with respect thereto (other than in Junior Shares); (b)
purchase any shares of a Defaulted Series (except for a consideration payable in
Junior Shares) or redeem fewer than all of the shares of the Defaulted Series
outstanding; or (c) permit any subsidiary of the Company to purchase any Junior
Shares or permit any subsidiary to purchase fewer than all of the shares of the
Defaulted Series then outstanding, unless, at the time of such dividend,
payment, distribution, purchase or redemption, all accrued and unpaid dividends
on shares of the Defaulted Series are contemporaneously paid in full in cash or
additional shares of the Defaulted Series and all shares of the Defaulted Series
which the Company so failed to redeem are contemporaneously redeemed.

The Company also may not take any of the actions specified in (a), (b)
or (c) in the previous paragraph in respect of the Series C Preferred Stock in
excess of $1 million for all such actions unless at the time such action is
taken: (i) the Company has redeemed for cash all shares of Series C Preferred
Stock, if any, which have been issued to the holders of Series C Preferred
Stock, respectively, as in-kind dividends; (ii) the Company and its wholly-owned
subsidiaries, on a consolidated basis, have common equity computed in accordance
with generally accepted accounting principles after giving effect to any
purchases, redemptions, payments, distributions or disbursements under (a), (b)
or (c) above, of at least $26 million; and (iii) if any such purchases,
redemptions, payments, distributions or disbursements specified in (a), (b) or
(c) above are to be made on or after the dates required for redemptions of
shares of Series C Preferred Stock specified below, then that portion of such
Series C Preferred Stock so required to be redeemed as of such dates shall have
been redeemed or otherwise retired. Notwithstanding the previous sentence,
nothing in this paragraph limits the Company's obligation to make payments or
disbursements for any amount it is obligated to pay under or pursuant to the
terms of certain warrants to purchase Common Stock originally issued to certain
of Associated's senior lenders; and nothing in this paragraph limits the Company
or its subsidiaries from repurchasing shares of Common Stock or options to
purchase shares of Common Stock held by any employee of the Company or its
subsidiaries in connection with the termination of such employee's employment.

Redemption. The Company will be required to redeem all shares of the
Series A Preferred Stock on July 31, 1999 and to redeem the Series C Preferred
Stock on January 31, 2002 each for the sum of $1,000 per share plus the
aggregate of accrued and unpaid dividends to such date, subject to appropriate
adjustments in the event of a stock split, reverse stock split or similar
transaction (the "Redemption Price"), subject as described below under
"Description of Capital Stock - Preferred Stock - Dividend and Redemption
Restrictions." The Series C Preferred Stock redemptions will be required to be
made in four quarterly installments on April 30, 2001, July 31, 2001, October
31, 2001 and January 31, 2002.

In the event of a Cash-Out Event (as hereinafter defined) and, in such
event, at the request of a holder of Preferred Stock, the Company will be
required to redeem all of such holder's shares of Preferred Stock then
outstanding at the Redemption Price, subject as described below under
"Description of Capital Stock - Preferred Stock - Dividend and Redemption
Restrictions." If pursuant to the sale or Change in Control (as hereinafter
defined) of the Company, the holders of Shares receive cash, shares of Common
Stock or common stock or other securities of any corporation that is the
successor to substantially all of the business or assets of the Company or the
ultimate parent of such successor which is (or will, upon distribution thereof,
be) listed on the New York Stock Exchange or the American Stock Exchange, or
approved for quotation on the Nasdaq National Market ("Marketable Securities")
or a combination thereof, then, the Company may at its option and in lieu of the
cash redemption described in the previous sentence, redeem the Preferred Stock
by converting each share into cash, Marketable Securities or a combination
thereof, in the same proportions received by the holders of shares of Common
Stock, the value of which shall equal the Redemption Price. "Cash-Out Event"
means the occurrence of a Business Sale, a Change in Control, a Qualified Public
Offering or a Recapitalization. In the case of the Series C Preferred Stock,
"Cash-Out Event" shall also include the expiration of the agreement between the
Company and Affiliated Computer Services, Inc. providing for the furnishing of
information systems services for the Company, or the early termination of such
agreement for any reason other than termination of such agreement by Affiliated
Computer Services, Inc. For purposes of the foregoing, "Business Sale" means a
transaction or a series of transactions, whether effected by sale or exchange of
securities or assets, merger or consolidation, or otherwise, that results in the
sale of the Company or its business to any person (i) who, immediately prior to
the contemplated transaction, does not own in excess of 5.0% of the shares of
Common Stock on a fully diluted and converted basis (a "5.0% Owner"), (ii) who
is not controlling, controlled by or under common control with the Company or
any such 5.0% Owner and (iii) who is not the spouse or descendant of any such
5.0% Owner or a trust for the benefit of such 5.0% Owner or such other persons
("Independent Third Party") or group of Independent Third Parties, pursuant to
which such Independent Third Party or group of Independent Third Parties would
acquire (a) capital stock of the Company possessing the voting power under
normal circumstances to elect a majority of the Board of Directors of the
Company or (b) all or substantially all of the Company's assets determined on a
consolidated basis; "Change in Control" means an occurrence by which Wingate
Partners and its affiliates and Cumberland and its affiliates shall have
collectively sold or otherwise disposed of and received the pecuniary benefit of
33 1/3% of the shares of Common Stock legally or beneficially owned by them
collectively as of January 31, 1992, subject to appropriate adjustment in the
event of a stock split, reverse stock split or similar transaction and excluding
any sales or other dispositions made by any of them to employees of the Company
or of any of its subsidiaries of up to 10.0% of such holdings; "Qualified Public
Offering" means a sale in a public offering or series of public offerings,
registered under the Securities Act, of shares of Common Stock; provided,
however, that such offering or series of offerings shall not be deemed to be a
Qualified Public Offering unless such offering or offerings shall have resulted
in (A)(i) public ownership of not less than 20.0% of the shares of Common Stock
of the Company on a fully-diluted basis (which such shares of Common Stock are
listed upon the New York Stock Exchange, the American Stock Exchange or are
approved for quotation on the Nasdaq National Market), and (ii) such offering or
offerings shall have resulted in receipt by the Company of aggregate cash
proceeds

(after deduction of underwriter discounts and the costs associated with such
offering or offerings) of at least $37.5 million, or (B) the holders of shares
of Common Stock of the Company receive, as a result of such offering or
offerings, cash, Marketable Securities or a combination thereof valued at not
less than $1.0 million; and "Recapitalization" means a recapitalization of the
Company pursuant to which the holders of shares of Common Stock of the Company
receive cash, securities (other than shares junior to the Series C Preferred
Stock), property or other assets and such consideration is valued at not less
than $1.0 million.

The Company may, at its option, redeem any portion or all of any series
of the Preferred Stock outstanding at the Redemption Price. Any such redemption
of shares of Series A Preferred Stock must be made ratably among the holders of
Series A Preferred Stock, and any redemption of shares of Series C Preferred
Stock must be made ratably among the holders of Series C Preferred Stock.

Exchange Notes. Provided the Company has paid all accrued dividends on
the outstanding shares of Series A Preferred Stock, the Company may redeem all
shares of Series A Preferred Stock then outstanding in exchange for subordinated
notes that shall have a maturity date of July 31, 1999 and shall bear interest
at the rate of 10.0% for interest paid in cash or 13.0% for interest paid in
kind ("Series A Exchange Notes"). The Series A Exchange Notes issued to each
holder shall be in an aggregate principal amount equal to the Redemption Price.

Provided the Company has redeemed any outstanding shares of Series A
Preferred Stock and has paid all accrued dividends on the outstanding shares of
Series C Preferred Stock, the Company may redeem all shares of Series C
Preferred Stock in exchange for subordinated notes (the "Series C Exchange
Notes"). The Series C Exchange Notes will mature on January 31, 2002, with any
payments on the Series C Exchange Notes to be in four equal installments on
April 30, 2001, July 31, 2001, October 31, 2001, and January 31, 2002. The
Series C Exchange Notes shall bear interest at the rate of 11.0% for interest
paid in cash or 12.0% for interest paid in kind. The Series C Exchange Notes
issued to each holder shall be in an aggregate principal amount equal to the
Redemption Price of the redeemed shares.

Payments on the Series A and Series C Exchange Notes will be
subordinated to any obligations of the Company for borrowed money (including all
amounts owing under the Credit Facilities) and the Series C Exchange Notes will
be subordinated to Series A Exchange Notes.

Voting Rights. Holders of shares of Preferred Stock generally will have
no voting rights. However, the Company shall not, without the affirmative vote
or written consent of the holders of at least 51.0% of all outstanding shares of
a series of Preferred Stock voting separately as a series (the "Affected
Series") (a) amend any provision of the certificate of incorporation or bylaws
of the Company in any manner which adversely (and, in the case of the Series A
Preferred Stock only, materially) affects the relative rights, preferences,
qualifications, powers, limitations or restrictions of the Affected Series; (b)
either (i) in the case of Series A Preferred Stock, increase the authorized
number of shares of Preferred Stock, or authorize, issue or otherwise create
securities convertible into any shares of capital stock of the Company other
than Junior Shares, or (ii) in the case of Series C Preferred Stock, increase
the authorized number of shares of capital stock of the Company, or authorize,
issue or otherwise create securities convertible into any shares of capital
stock of the corporation other than Series A (only for purposes of paying
dividends in kind on Series A Preferred Stock), or Series C Preferred Stock,
Common Stock or Junior Shares; or (c) voluntarily effect any reclassification of
the Affected Series.

Whenever dividends on any series of Preferred Stock are in arrears in an
amount equal to at least six quarterly dividends (an "Impaired Series"), (i) the
number of members of the Board of

Directors of the Company shall be increased by one for each Impaired Series and
(ii) the holders of each Impaired Series (voting separately as a series) will
have the exclusive right to vote for and elect one additional director of the
Company. The right of the Impaired Series to vote for an additional director
shall terminate when all accrued and unpaid dividends on the Impaired Series
have been declared and paid in cash or in-kind or set apart for payment.

Liquidation Preferences. In the event of any voluntary or involuntary
liquidation, dissolution or winding-up of the Company, the holders of the
Preferred Stock shall be entitled to receive an amount equal to the Redemption
Price of such shares held by them in preference to and in priority over any
distributions upon Junior Shares. If the assets of the Company are not
sufficient to pay in full the Redemption Price to holders of Series A Preferred
Stock, the holders of all such shares shall share ratably (to the exclusion of
any other holders of capital stock) in such distribution of assets. If the
assets of the Company are not sufficient to pay in full the Redemption Price to
holders of Series C Preferred Stock, after payment in full of the Redemption
Price of the Series A Preferred Stock, the holders of all such shares shall
share ratably (to the exclusion of any other holders of capital stock) in such
distribution of assets.

"Junior Shares" means with respect to the priority of any class or
series of Preferred Stock, shares of Common Stock or shares of any other series
or class of Preferred Stock of the Company which are designated as junior to
such series in the Company's certificate of incorporation or any amendment
thereto, or in the resolution designating the class or series of such Preferred
Stock and any warrants, options or other rights to acquire or purchase such
securities. The shares of Series C Preferred Stock are Junior Shares in relation
to the Series A Preferred Stock. Any shares of additional preferred stock,
regardless of designation, shall be deemed Junior Shares in relation to the
Series A and Series C Preferred Stock.

Dividend and Redemption Restrictions. Notwithstanding the foregoing, no
dividend payment or redemption may be made with respect to any Preferred Stock
if such payment or redemption would contravene the provisions of the Charter,
the Debt Agreements or any law or regulation. "Debt Agreements" is defined to
mean the Credit Facilities, the Indenture for the Notes and any agreements
evidencing any renewal, extension, refinancing, refunding or replacement
thereof.

PLAN OF DISTRIBUTION

The shares may be sold from time to time by the selling shareholders, or
by pledgees, donees, transferees or other successors in interest. The sales may
be made on one or more exchanges or in the over-the-counter market, or otherwise
at prices and at terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. The shares may be sold by ordinary
brokerage transactions and transactions in which the broker solicits purchasers.
In addition, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
Prospectus.

VALIDITY OF COMMON STOCK

The validity of the shares of Common Stock being offered herein is being
passed upon for the Company by Weil, Gotshal & Manges LLP, Dallas, Texas.

EXPERTS

The consolidated financial statements and schedule of United
Stationers Inc. as of and for the year ended December 31, 1995, and the
consolidated financial statements and schedule of United Stationers Inc. as of
and for the seven months ended March 30, 1995, appearing in United Stationers
Inc.'s Annual Report (Form 10-K) for the year ended December 31, 1995, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon included therein and incorporated herein by reference. Such
consolidated financial statements and schedules are incorporated herein by
reference in reliance upon such reports given upon the authority of such firm
as experts in accounting and auditing.

The consolidated financial statements and schedule of Associated as of
December 31, 1994 and for the years ended December 31, 1994 and 1993 included in
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1995, which are incorporated by reference in this Prospectus and the
consolidated financial statements and schedule of United as of August 31, 1994
and 1993 and for the years ended August 31, 1994, 1993 and 1992 included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1995, which are incorporated by reference in this Prospectus have been audited
by Arthur Andersen LLP, as indicated in its reports with respect thereto, and
are included by reference herein in reliance upon the authority of such firm as
an expert in accounting and auditing.

================================================================================

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

TABLE OF CONTENTS
Page

Available Information...................... 2
Incorporation of Certain Documents by
Reference......................... 2
The Company................................ 3
Risk Factors............................... 4
Use of Proceeds............................ 8
Selling Stockholders....................... 9
Description of Capital Stock............... 12
Plan of Distribution....................... 16
Validity of Common Stock................... 16
Experts ................................... 17

2,035,243 SHARES

UNITED
STATIONERS INC.

COMMON STOCK
(PAR VALUE $0.10 PER SHARE)

PROSPECTUS

April 12, 1996

================================================================================

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated expenses payable by United Stationers Inc. (the "Company")
in connection with the registration of the securities offered hereby, other than
underwriting discounts and commissions, are as follows:

SEC filing fee.................................................. $6,278
NASD filing fee................................................. 16,500
Printing and engraving expenses................................. 2,000
Legal fees and expenses......................................... 25,000
Accounting fees and expenses.................................... 25,000
Transfer agent and registrar fees............................... 2,000
Miscellaneous................................................... 1,000
------
Total................................................... $77,778

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Charter and Restated Bylaws of the Company provide for the
indemnification of directors and officers to the fullest extent permitted by the
General Corporation Law of the State of Delaware ("DGCL"). Pursuant to the
provisions of Section 145 of the DGCL, the Company has the power to indemnify
any person 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 Company) by reason of the fact that he is or
was a director, officer, employee, or agent of the Company against any and all
expenses, judgments, fines, and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit, or proceeding. The
power to indemnify applies only if such person acted in good faith and in a
manner he reasonably believed to be in the best interest, or not opposed to the
best interest, of the Company and with respect to any criminal actions or
proceeding, had no reasonable cause to believe his conduct was unlawful.

Indemnification is not available if such person has been adjudged to
have been liable to the Company, unless and only to the extent the court in
which such action was brought determines that, despite the adjudication of
liability, but in view of all the circumstances, the person is reasonably and
fairly entitled to indemnification for such expenses as the court shall deem
proper. The Company has the power to purchase and maintain insurance for such
persons. The statutes also expressly provide that the power to indemnify
authorized thereby is not exclusive of any rights granted under any bylaw,
agreement, vote of stockholders or disinterested directors, or otherwise.

The above discussion of the Charter and Restated Bylaws of the Company
and of Section 145 of the DGCL is not intended to be exhaustive and is qualified
in its entirety by such Charter and Restated Bylaws of the Company and the DGCL.

The Company also carries director and officer liability insurance
policies.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities 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 thereof in the successful defense of any action,
suit or proceeding) is asserted by a 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 of 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.

ITEM 16. EXHIBITS

Exhibit
No. Description of Exhibit
--- ----------------------

4.1 -- Charter (Exhibit 3(a) to the Company's Annual Report on Form 10-K
dated November 19, 1987)(4).

4.2 -- Certificate of Ownership and Merger merging Associated into
United(2).

4.3 -- Restated Bylaws(1).

5.1 -- Opinion of Weil, Gotshal & Manges LLP as to the validity of the
securities registered hereby.*

9.1 -- Voting Trust Agreement, dated as of January 31, 1992, among the
Company, the stockholders party thereto and Messrs. Sturgess, Hegi,
Miller, Good and Johnson, as voting trustees(1).

9.2 -- First Amendment to Voting Trust Agreement, dated as of March 30,
1995, among the Company, the stockholders party thereto and Messrs.
Sturgess, Hegi, Miller, Good and Johnson, as voting trustees(1).

10.1 -- Credit Agreement, dated as of March 30, 1995, among USSC, the
Company, certain Lenders named therein and The Chase Manhattan Bank
(National Association) ("Chase Bank"), as Agent and Lender (Exhibit
4.A.1 to the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995)(4).

10.2 -- Waiver and Amendment No. 1, dated as of April 13, 1995, among
USSC, the Company, each of the lenders party thereto and Chase Bank
(1).

10.3 -- Waiver and Amendment No. 2, dated as of December 21, 1995, among
the Company, USSC, each of the lenders party thereto and Chase
Bank.*

10.4 -- Assumption Agreement, dated as of March 30, 1995, among USSC, the
Company and Chase Bank, as agent (included in Exhibit 10.1, Exhibit
F).

10.5 -- Form of Revolving Credit Note, issuable under the Credit
Agreement (included in Exhibit 10.1, Exhibit A-I).

10.6 -- Form of Tranche A Term Loan Note, issuable under the Credit
Agreement (included in Exhibit 10.1, Exhibit A-2).

10.7 -- Form of Tranche B Term Loan Note, issuable under the Credit
Agreement (included in Exhibit 10.1, Exhibit A-3).

II-2

Exhibit
No. Description of Exhibit
--- ----------------------

10.8 -- Security Agreement, dated as of March 30, 1995, between USSC and
Chase Bank, as agent (included in Exhibit 10.1, Exhibit C).

10.9 -- Form of Indenture of Mortgage, Assignment of Rents, Security
Agreement and Fixture Filing, dated as of March 30, 1995, by USSC in
favor of Chase Bank (included in Exhibit 10.1, Exhibit E).

10.10 -- Registration Rights Agreement, dated as of April 26, 1995, among
the Company, USSC and Chase Securities, Inc.(1).

10.11 -- Purchase Agreement, dated April 26, 1995, among the Company,
USSC, and Chase Securities, Inc.(1).

10.12 -- Registration Rights Agreement, dated as of January 31, 1992,
between the Company and Chase Manhattan Investment Holdings, Inc.
("CMIHI") (included in Exhibit 10.15, Annex 2).

10.13 -- Amendment No. 1 to Registration Rights Agreement, dated as of
March 30, 1995, among the Company, CMIHI and certain other holders
of Lender Warrants(1).

10.14 -- Amended and Restated Registration Rights Agreement, dated as of
March 30, 1995, among the Company, Wingate Partners, L.P. ("Wingate
Partners"), Cumberland Capital Corporation ("Cumberland"), Good
Capital Co., Inc. and certain other Company stockholders(1).

10.15 -- Warrant Agreement, dated as of January 31, 1992, among the
Company, USSC and CMIHI(1).

10.16 -- Amendment No. 1 to Warrant Agreement, dated as of October 27,
1992, among the Company, USSC, CMIHI and the other parties
thereto(1).

10.17 -- Letter Agreement dated as of February 10, 1995, amending certain
provisions of the Warrant Agreement, among the Company, USSC, CMIHI
and the other parties thereto.*

10.18 -- Amendment No. 2 to Warrant Agreement, dated as of March 30, 1995,
among the Company, USSC, CMIHI and the other parties thereto(1).

10.19 -- Amendment No. 3 to Warrant Agreement, dated as of July 28, 1995,
among the Company, USSC, CMIHI and the other parties thereto.*

10.20 -- Intentionally omitted.

10.21 -- Warrant Agreement, dated as of January 31, 1992, between the
Company and Boise Cascade Corporation(1).

10.22 -- Amendment No. 1 to Warrant Agreement, dated as of March 30, 1995,
between the Company and Boise Cascade Corporation(1).

II-3

Exhibit
No. Description of Exhibit
--- ----------------------

10.23 -- Indenture, dated as of May 3, 1995, among USSC, the Company and
The Bank of New York(1).

10.24 -- First Supplemental Indenture, dated as of July 28, 1995, among
USSC, the Company, and The Bank of New York(1).

10.25 -- Investment Banking Fee and Management Agreements, dated as of
January 31, 1992, among the Company, USSC and each of Wingate
Partners, Cumberland and Good Capital Co., Inc.(1).

10.26 -- Amendment No., 1 to Investment Banking Fee and Management
Agreements, dated as of March 30, 1995, among USSC, the Company and
each of Wingate Partners, Cumberland and Good Capital Co., Inc.(1).

10.27 -- 1992 Management Stock Option Plan, dated as of January 31,
1992(1).

10.28 -- Amendment No. 1 to 1992 Management Stock Option Plan, dated as of
March 30, 1995(1).

10.29 -- Amendment No. 2 to 1992 Management Stock Option Plan, dated as of
September 27, 1995(3).

10.30 -- Letter agreements, dated January 31, 1992, between the Company
(as successor-in-interest to Associated) and each of Michael D.
Rowsey, Robert W. Eberspacher, Lawrence E. Miller, Daniel J.
Schleppe, Duane J. Ratay and Daniel H. Bushell regarding grants of
stock options(1).

10.31 -- Amendment to Stock Option Grants, dated as of March 30, 1995,
between the Company and each of Michael D. Rowsey, Robert W.
Eberspacher, Lawrence E. Miller, Daniel J. Schleppe, Duane J. Ratay
and Daniel H. Bushell(1).

10.32 -- Forms of Stock Option Agreements dated October 2, 1995 granting
options to certain management employees, subject to stockholder
approval of Amendment No. 2 to Stock Option Plan(3).

10.33 -- Form of Amendments to Stock Option Grants, dated September 29,
1995 between the Company and each of Michael D. Rowsey, Robert W.
Eberspacher, Lawrence E. Miller, Daniel J. Schleppe and Daniel H.
Bushell.*

10.34 -- Stock Option Agreements dated as of January 1, 1996 between the
Company and Thomas W. Sturgess, granting options subject to
stockholder approval of Amendment No. 2 to Stock Option Plan(3).

10.35 -- Executive Stock Purchase Agreements, dated as of January 31,
1992, among the Company, Wingate Partners, ASI Partners, L.P. and
each of Michael D. Rowsey, Robert W. Eberspacher, Lawrence E. Miller
and Daniel J. Schleppe(1).

II-4

Exhibit
No. Description of Exhibit
--- ----------------------

10.36 -- First Amendments to Executive Stock Purchase Agreements, dated as
of March 30, 1995, among the Company, Wingate Partners, ASI
Partners, L.P. and each of Michael D. Rowsey, Robert W. Eberspacher,
Lawrence E. Miller and Daniel J. Schleppe(1).

10.37 -- Executive Bonus Plan (Exhibit 10(a)(i)(F) to the Company's Report
on Form 10-K dated November 17, 1988)(4).

10.38 -- Amendment to Executive Bonus Plan adopted February 13, 1995(2).

10.39 -- Supplemental Benefits Plan as amended and restated as of July 13,
1988 (Exhibit 10(a)(H)(1) to the Company's Report on Form 10-K dated
November 17, 1988)(4).

10.40 -- Management Incentive Plan (Exhibit 10(a)(i)(L) to the Company's
Report on Form 10-K dated November 17, 1988)(4).

10.41 -- Amendment to Management Incentive Plan (Exhibit 10(a)(i)(C)(1) to
the Company's Report on Form 10-K dated November 23, 1994)(4).

10.42 -- Amendment to Management Incentive Plan adopted February 13,
1995(2).

10.43 -- Management Incentive Plan for period 4/1/95 through 12/31/95.*

10.44 -- Management Incentive Plan for 1996.*

10.45 -- Profit Share PluSavings Plan (Exhibit 10(a)(i)(F)(2)(f) to the
Company's Report on Form 10-K dated November 20, 1989)(4).

10.46 -- United Stationers Supply Co. Pension Plan as amended (See the
Company's Reports on Form 10-K for the fiscal years ended August 31,
1985, 1986, 1987 and 1989)(4).

10.47 -- Amendment to Pension Plan adopted February 10, 1995(2).

10.48 -- One Time Merger Integration Bonus Plan(3).

10.49 -- Employment Agreements, dated as of January 31, 1992, among the
Company, USSC and each of Michael D. Rowsey, Robert W. Eberspacher,
Lawrence E. Miller, Daniel J. Schleppe, Duane J. Ratay and Daniel H.
Bushell(1).

10.50 -- Amended and Restated Employment and Consulting Agreement dated
April 15, 1993 among the Company, USSC and Joel D. Spungin (Exhibit
10(b) to the Company's Report on Form 10-K dated November 22,
1993)(4).

10.51 -- Amendment dated February 13, 1995 to the Amended and Restated
Employment and Consulting Agreement among the Company, USSC and Joel
D. Spungin(2).

II-5

Exhibit
No. Description of Exhibit
--- ----------------------

10.52 -- Form of Employment and Consulting Agreement among the Company,
USSC and certain officers (Exhibit 10(j) to the Company's Report on
Form 10-K dated November 19, 1987)(4).

10.53 -- Amendment dated February 13, 1995 to Employment and Consulting
Agreement among the Company, USSC and Jerold A. Hecktman(2).

10.54 -- Amendment dated February 13, 1995 to Employment and Consulting
Agreement among the Company, USSC and Ted S. Rzeszuto(2).

10.55 -- Amendment dated February 13, 1995 to Employment and Consulting
Agreement among the Company, USSC and Otis H. Halleen(2).

10.56 -- Amendment dated February 13, 1995 to Employment and Consulting
Agreement among the Company, USSC and Robert H. Cornell(2).

10.57 -- Amendment dated February 13, 1995 to Employment and Consulting
Agreement among the Company, USSC and Steven R. Schwarz(2).

10.58 -- Employment and Consulting Agreement dated March 1, 1990 between
the Company, USSC and Jeffrey K. Hewson (Exhibit 10(1) to the
Company's Report on Form 10-K dated November 20, 1990)(4).

10.59 -- Amendment dated April 10, 1991 of Employment and Consulting
Agreement between the Company, USSC and Jeffrey K. Hewson (Exhibit
10(1)(i) to the Company's Report on Form 10-K dated November 25,
1991)(4).

10.60 -- Amendment dated September 1, 1994 of Hewson Employment and
Consulting Agreement (Exhibit 10(e)(ii) to the Company's Report on
Form 10-K dated November 23, 1994)(4).

10.61 -- Amendment to Employment and Consulting Agreement dated February
13, 1995 between the Company, USSC and Jeffrey K. Hewson(2).

10.62 -- Amendment dated May 25, 1995 to Employment and Consulting
Agreement between the Company, USSC and Jeffrey K. Hewson(3).

10.63 -- Severance Agreement between the Company, USSC and James A. Pribel
dated February 13, 1995(2).

10.64 -- Letter Agreement dated February 13, 1995 between the Company and
Ergin Uskup(2).

10.65 -- Amendment dated August 30, 1995 to Employment and Consulting
Agreement between the Company, USSC and Steven R. Schwarz(3).

10.66 -- Amendment dated August 30, 1995 to Employment and Consulting
Agreement between the Company, USSC and Ted S. Rzeszuto(3).

II-6

Exhibit
No. Description of Exhibit
--- ----------------------

10.67 -- Employment Agreements dated October 1, 1995 between USSC and each
of Daniel H. Bushell, Michael D. Rowsey, Steven R. Schwarz, Robert
H. Cornell, Ted S. Rzeszuto, and Al Shaw(3).

10.68 -- Employment Agreement dated November 1, 1995 between USSC and Otis
H. Halleen(3).

10.69 -- Employment Agreement dated as of January 1, 1996 between the
Company, USSC and Thomas W. Sturgess(3).

10.70 -- Deferred Compensation Plan (Exhibit 10(f) to the Company's Annual
Report on Form 10-K dated October 6, 1994)(4).

10.71 -- Consulting Agreement dated October 1, 1995 between the Company
and Jeffrey K. Hewson(3).

10.72 -- Letter Agreement dated November 29, 1995 granting shares of
restricted stock to Joel D. Spungin(3).

10.73 -- Option Agreement dated November 29, 1995 between the Company and
Jeffrey K. Hewson.*

10.74 -- Lease Agreement, dated as of March 4, 1988, between Crow-Alameda
Limited Partnership and Stationers Distributing Company, Inc., as
amended(1).

10.75 -- Industrial Real Estate Lease, dated as of May 17, 1993, among
Majestic Realty Co. and Patrician Associates, Inc., as landlord, and
United Stationers Supply Co., as tenant(1).

10.76 -- Standard Industrial Lease, dated as of March 15, 1991, between
Shelley B. & Barbara Detrik and Lynn Edwards Corp.(1).

10.77 -- Lease Agreement, dated as of January 12, 1993, as amended, among
Stationers Antelope Joint Venture, AVP Trust, Adon V. Panattoni and
Yolanda M. Panattoni, as landlord, and United Stationers Supply Co.,
as tenant(1).

10.78 -- Lease, dated as of February 1, 1993, between CMD Florida Four
Limited Partnership and United Stationers Supply Co., as amended(1).

10.79 -- Standard Industrial Lease, dated March 2, 1992, between Carol
Point Builders I and Associated Stationers, Inc.(1).

10.80 -- Lease, dated March 22, 1973, between National Boulevard Bank of
Chicago, as trustee under Trust Agreement dated March 15, 1973 and
known as Trust No. 4722, and United Supply Company, as amended(1).

II-7

Exhibit
No. Description of Exhibit
--- ----------------------

10.81 -- Lease Agreement, dated July 20, 1993, between OTR, acting as the
duly authorized nominee of the Board of the State Teachers
Retirement System of Ohio, and United Stationers Supply Co., as
amended(1).

10.82 -- Lease Agreement, dated as of December 20, 1988, between Corporate
Property Associates 8, L.P., and Stationers Distributing Company,
Inc., as amended(1).

10.83 -- Industrial Lease, dated as of February 22, 1988, between
Northtown Devco and Stationers Distributing Company, as amended(1).

10.84 -- Lease, dated as of April 17, 1989, between Isaac Heller and
United Stationers Supply Co., as amended(1).

10.85 -- Lease Agreement dated as of May 10, 1984, between Westbelt
Business Park Joint Venture and Boise Cascade Corporation, as
amended(1).

10.86 -- Lease, dated as of January 19, 1981, between Propco, Inc. and
Crown Zellerbach Corporation, as amended(1).

10.87 -- Lease Agreement, dated as of August 17, 1981, between Gulf United
Corporation and Crown Zellerbach Corporation, as amended(1).

10.88 -- Lease Agreement, dated as of March 31, 1978, among Gillich O.
Traughber and J.T. Cruin, Joint Venturers, and Boise Cascade
Corporation, as amended(1).

10.89 -- Lease Agreement, dated November 7, 1988, between Dalware II
Associates and Stationers Distributing Company, Inc., as amended(1).

10.90 -- Lease Agreement, dated November 7, 1988, between Central East
Dallas Development Limited Partnership and Stationers Distributing
Company, Inc., as amended(1).

10.91 -- Lease Agreement, dated as of March 17, 1989, between Special
Asset Management Company of Texas, Inc., and Stationers Distributing
Company, Inc., as amended(1).

10.92 -- Sublease, dated January 9, 1992, between Shadrall Associates and
Stationers Distributing Company, Inc.(1).

10.93 -- Industrial Lease, dated as of June 12, 19889, between Stationers
Distributing Company, Inc. and Dual Asset Fund V, as amended(1).

10.94 -- Lease Agreement, dated as of July , 1994, between Bettilyon
Mortgage Loan Company and United Stationers Supply Co.(1).

10.95 -- Agreement of Lease, dated as of January 5, 1994, between the
Estate of James Campbell, deceased, and United Stationers Supply
Co.(1).

II-8

Exhibit
No. Description of Exhibit
--- ----------------------

10.96 -- Lease Agreement dated January 5, 1996 between Robinson
Properties, L.P. and USSC.*

10.97 -- Real Estate Agreement dated January 9, 1996 between USSC as
seller and Seid Street, Ltd. as purchaser(3).

10.98 -- Real Estate Agreement dated October 19, 1995 between USSC as
seller and Boise Cascade Office Products Corporation as
purchaser(3).

10.99 -- Agreement for Data Processing Services, dated January 31, 1992,
between USSC (as successor-in-interest to ASI) and Affiliated
Computer Services, Inc.(1).

10.100 -- Amended and Restated First Amendment to Agreement for Data
Processing Services, dated as of August 29, 1995, between USSC and
Affiliated Computer Services, Inc.(1).

10.101 -- Form of Director's Agreement to Cash Out and Cancel Stock Options
dated February 13, 1995 (Exhibit 10.53 to the Company's Report on
Form 10-K dated June 27, 1995)(3).

10.102 -- Form of Employee's Agreement to Cash Out and Cancel Stock Options
dated February 13, 1995 (Exhibit 10.54 to the Company's Report on
Form 10-K dated June 27, 1995)(4).

10.103 -- US Employee Benefits Trust Agreement dated March 21, 1995 between
the Company and American National Bank and Trust Company of Chicago
as Trustee(2).

10.104 -- USI Bonus Benefits Trust Agreement dated March 21, 1995 between
the Company and American National Bank and Trust Company of Chicago
as Trustee(2).

10.105 -- Certificate of Insurance covering directors' and officers'
liability insurance effective November 1, 1994 through November 1,
1995 (Exhibit 10.57 to the Company's Report on Form 10-K dated June
27, 1995)(4).

10.106 -- Certificate of Insurance covering directors' and officers'
liability insurance effective March 30, 1995 through March 30, 1996
(Exhibit 10.81 to Company's Form S-3 (No. 33-62739, as amended)(4).

10.107 -- Amendment to Medical Plan Document for the Company(2).

10.108 -- The Company Severance Plan, adopted February 10, 1995(2).

10.109 -- Securities Purchase Agreement, dated as of July 28, 1995, among
the Company, Boise Cascade, Wingate Partners, Wingate Partners II,
L.P., Wingate Affiliates, L.P., Wingate Affiliates II, L.P., ASI
Partners III, L.P., the Julie Good Mora Grantor Trust and the Laura
Good Stathos Grantor Trust(1).

II-9

10.110 -- Amendment to Stock Option Agreements dated February 23, 1996
between the Company and Thomas W. Sturgess(5).

10.111 -- Amendment No. 3 to United Stationers Inc. Management Equity Plan,
dated as of September 27, 1995(5).

10.112 -- Amendment No. 2 to Stock Option Agreements dated March 5, 1996
between the Company and Thomas W. Sturgess(5).

10.113 -- Amendment to Employment Agreement dated March 5, 1996 between the
Company, USSC and Thomas W. Sturgess(5).

21 -- Subsidiaries of the Company(3).

23.1 -- Consent of Weil, Gotshal & Manges LLP (included in the opinion
filed as Exhibit 5 to the Registration Statement).

23.2 -- Consent of Ernst & Young LLP, independent auditors.*

23.3 -- Consent of Arthur Andersen LLP, independent certified public
accountants.*

23.4 -- Consent of Arthur Andersen LLP, independent certified public
accountants.*

24.1 -- Powers of Attorney of directors and executive officers of the
Registrant (Included on Page II-12 of this Registration
Statement).**

- ---------------

* Filed herewith.
** Previously filed

(1) Incorporated by reference to the Company's Form S-1 (No. 33-59811), as
amended, initially filed with the Commission on June 12, 1995.
(2) Incorporated by reference to the Company's Schedule 14D-9 dated February
21, 1995.
(3) Incorporated by reference to the Company's Form S-2 (No. 333-01089), as
filed with the Commission on February 20, 1996.
(4) Incorporated by reference to other prior filings of the Company as
indicated.

(5) Incorporated by reference to the Company's Annual Report on Form 10-K
(File No. 0-10653) for the fiscal year ended December 31, 1995.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act.

II-10

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

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

provided, however, that the undertakings set forth in Paragraph (i) and (ii)
above 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 Company pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.

2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

4. That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act that is incorporated by reference in this
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.

5. That, for purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

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

II-11

SIGNATURES AND POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-3 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 April 9,
1996.

UNITED STATIONERS INC.

By: /s/ Daniel H. Bushell
----------------------------------------
Daniel H. Bushell
Executive Vice President,
Chief Financial Officer and
Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

Signature Title Date
- --------- ----- ----

* Chairman of the Board, April 9, 1996
- ----------------------------- President and Chief
Thomas W. Sturgess Executive Officer (Principal
Executive Officer)

/s/ Daniel H. Bushnell Executive Vice President, April 9, 1996
- ----------------------------- Chief Financial Officer and
Daniel H. Bushell Assistant Secretary
(Principal Financial Officer)

* Vice President, Controller April 9, 1996
- ---------------------------- and Assistant Secretary
Ted S. Rzeszuto (Principal Accounting
Officer)

* Director April 9, 1996
- ----------------------------
Michael D. Rowsey

* Director April 9, 1996
- ---------------------------
Frederick B. Hegi, Jr.

* Director April 9, 1996
- ---------------------------
James A. Johnson

* Director April 9, 1996
- ---------------------------
Jeffrey K. Hewson

*/s/ Daniel H. Bushel
- ---------------------------
Daniel H. Bushell
Attorney-in-Fact

UNITED STATIONERS INC.
INDEX TO EXHIBITS

Sequential
Exhibit Page
No. Description of Exhibit Number
--- ---------------------- ------

4.1 -- Charter (Exhibit 3(a) to the Company's Annual Report on
Form 10-K dated November 19, 1987)(4).

4.2 -- Certificate of Ownership and Merger merging Associated
into United(2).

4.3 -- Restated Bylaws(1).

5.1 -- Opinion of Weil, Gotshal & Manges LLP as to the validity
of the securities registered hereby.*

9.1 -- Voting Trust Agreement, dated as of January 31, 1992,
among the Company, the stockholders party thereto and
Messrs. Sturgess, Hegi, Miller, Good and Johnson, as voting
trustees(1).

9.2 -- First Amendment to Voting Trust Agreement, dated as of
March 30, 1995, among the Company, the stockholders party
thereto and Messrs. Sturgess, Hegi, Miller, Good and
Johnson, as voting trustees(1).

10.1 -- Credit Agreement, dated as of March 30, 1995, among USSC,
the Company, certain Lenders named therein and Chase Bank,
as Agent and Lender (Exhibit 4.A.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March
31, 1995)(4).

10.2 -- Waiver and Amendment No. 1, dated as of April 13, 1995,
among USSC, the Company, each of the lenders party thereto
and Chase Bank (1).

10.3 -- Waiver and Amendment No. 2, dated as of December 21, 1995,
among the Company, USSC, each of the lenders party thereto
and Chase Bank.*

10.4 -- Assumption Agreement, dated as of March 30, 1995, among
USSC, the Company and Chase Bank, as agent (included in
Exhibit 10.1, Exhibit F).

10.5 -- Form of Revolving Credit Note, issuable under the Credit
Agreement (included in Exhibit 10.1, Exhibit A-I).

10.6 -- Form of Tranche A Term Loan Note, issuable under the
Credit Agreement (included in Exhibit 10.1, Exhibit A-2).

10.7 -- Form of Tranche B Term Loan Note, issuable under the
Credit Agreement (included in Exhibit 10.1, Exhibit A-3).

10.8 -- Security Agreement, dated as of March 30, 1995, between
USSC and Chase Bank, as agent (included in Exhibit 10.1,
Exhibit C).

(i)

Sequential
Exhibit Page
No. Description of Exhibit Number
--- ---------------------- ------

10.9 -- Form of Indenture of Mortgage, Assignment of Rents,
Security Agreement and Fixture Filing, dated as of March 30,
1995, by USSC in favor of Chase Bank (included in Exhibit
10.1, Exhibit E).

10.10 -- Registration Rights Agreement, dated as of April 26,
1995, among the Company, USSC and Chase Securities, Inc.(1).

10.11 -- Purchase Agreement, dated April 26, 1995, among the
Company, USSC, and Chase Securities, Inc.(1).

10.12 -- Registration Rights Agreement, dated as of January 31,
1992, between the Company and CMIHI (included in Exhibit
10.15, Annex 2).

10.13 -- Amendment No. 1 to Registration Rights Agreement, dated
as of March 30, 1995, among the Company, CMIHI and certain
other holders of Lender Warrants(1).

10.14 -- Amended and Restated Registration Rights Agreement, dated
as of March 30, 1995, among the Company, Wingate Partners,
Cumberland, Good Capital Co., Inc. and certain other Company
stockholders(1).

10.15 -- Warrant Agreement, dated as of January 31, 1992, among
the Company, USSC and CMIHI(1).

10.16 -- Amendment No. 1 to Warrant Agreement, dated as of October
27, 1992, among the Company, USSC, CMIHI and the other
parties thereto(1).

10.17 -- Letter Agreement dated as of February 10, 1995, amending
certain provisions of the Warrant Agreement, among the
Company, USSC, CMIHI and the other parties thereto.*

10.18 -- Amendment No. 2 to Warrant Agreement, dated as of March
30, 1995, among the Company, USSC, CMIHI and the other
parties thereto(1).

10.19 -- Amendment No. 3 to Warrant Agreement, dated as of July
28, 1995, among the Company, USSC, CMIHI and the other
parties thereto.*

10.20 -- Intentionally Omitted

10.21 -- Warrant Agreement, dated as of January 31, 1992, between
the Company and Boise Cascade Corporation(1).

10.22 -- Amendment No. 1 to Warrant Agreement, dated as of March
30, 1995, between the Company and Boise Cascade
Corporation(1).

10.23 -- Indenture, dated as of May 3, 1995, among USSC, the
Company and The Bank of New York(1).

10.24 -- First Supplemental Indenture, dated as of July 28, 1995,
among USSC, the Company, and The Bank of New York(1).

10.25 -- Investment Banking Fee and Management Agreements, dated
as of January 31, 1992, among the Company, USSC and each of
Wingate Partners, Cumberland and Good Capital Co., Inc.(1).

(ii)

Sequential
Exhibit Page
No. Description of Exhibit Number
--- ---------------------- ------

10.26 -- Amendment No., 1 to Investment Banking Fee and Management
Agreements, dated as of March 30, 1995, among USSC, the
Company and each of Wingate Partners, Cumberland and Good
Capital Co., Inc.(1).

10.27 -- 1992 Management Stock Option Plan, dated as of January
31, 1992(1).

10.28 -- Amendment No. 1 to 1992 Management Stock Option Plan,
dated as of March 30, 1995(1).

10.29 -- Amendment No. 2 to 1992 Management Stock Option Plan,
dated as of September 27, 1995(3).

10.30 -- Letter agreements, dated January 31, 1992, between the
Company (as successor-in-interest to Associated) and each of
Michael D. Rowsey, Robert W. Eberspacher, Lawrence E.
Miller, Daniel J. Schleppe, Duane J. Ratay and Daniel H.
Bushell regarding grants of stock options(1).

10.31 -- Amendment to Stock Option Grants, dated as of March 30,
1995, between the Company and each of Michael D. Rowsey,
Robert W. Eberspacher, Lawrence E. Miller, Daniel J.
Schleppe, Duane J. Ratay and Daniel H. Bushell(1).

10.32 -- Forms of Stock Option Agreements dated October 2, 1995
granting options to certain management employees, subject to
stockholder approval of Amendment No. 2 to Stock Option
Plan(3).

10.33 -- Form of Amendments to Stock Option Grants, dated
September 29, 1995 between the Company and each of Michael
D. Rowsey, Robert W. Eberspacher, Lawrence E. Miller, Daniel
J. Schleppe and Daniel H. Bushell.*

10.34 -- Stock Option Agreements dated as of January 1, 1996
between the Company and Thomas W. Sturgess, granting options
subject to stockholder approval of Amendment No. 2 to Stock
Option Plan(3).

10.35 -- Executive Stock Purchase Agreements, dated as of January
31, 1992, among the Company, Wingate Partners, ASI Partners,
L.P. and each of Michael D. Rowsey, Robert W. Eberspacher,
Lawrence E. Miller and Daniel J. Schleppe(1).

10.36 -- First Amendments to Executive Stock Purchase Agreements,
dated as of March 30, 1995, among the Company, Wingate
Partners, ASI Partners, L.P. and each of Michael D. Rowsey,
Robert W. Eberspacher, Lawrence E. Miller and Daniel J.
Schleppe(1).

10.37 -- Executive Bonus Plan (Exhibit 10(a)(i)(F) to the
Company's Report on Form 10-K dated November 17, 1988)(4).

10.38 -- Amendment to Executive Bonus Plan adopted February 13,
1995(2).

(iii)

Sequential
Exhibit Page
No. Description of Exhibit Number
--- ---------------------- ------

10.39 -- Supplemental Benefits Plan as amended and restated as of
July 13, 1988 (Exhibit 10(a)(H)(1) to the Company's Report
on Form 10-K dated November 17, 1988)(4).

10.40 -- Management Incentive Plan (Exhibit 10(a)(i)(L) to the
Company's Report on Form 10-K dated November 17, 1988)(4).

10.41 -- Amendment to Management Incentive Plan (Exhibit
10(a)(i)(C)(1) to the Company's Report on Form 10-K dated
November 23, 1994)(4).

10.42 -- Amendment to Management Incentive Plan adopted February
13, 1995(2).

10.43 -- Management Incentive Plan for period 4/1/95 through
12/31/95.*

10.44 -- Management Incentive Plan for 1996.*

10.45 -- Profit Share PluSavings Plan (Exhibit 10(a)(i)(F)(2)(f)
to the Company's Report on Form 10-K dated November 20,
1989)(4).

10.46 -- United Stationers Supply Co. Pension Plan as amended (See
the Company's Reports on Form 10-K for the fiscal years
ended August 31, 1985, 1986, 1987 and 1989)(4).

10.47 -- Amendment to Pension Plan adopted February 10, 1995(2).

10.48 -- One Time Merger Integration Bonus Plan(3).

10.49 -- Employment Agreements, dated as of January 31, 1992,
among the Company, USSC and each of Michael D. Rowsey,
Robert W. Eberspacher, Lawrence E. Miller, Daniel J.
Schleppe, Duane J. Ratay and Daniel H. Bushell(1).

10.50 -- Amended and Restated Employment and Consulting Agreement
dated April 15, 1993 among the Company, USSC and Joel D.
Spungin (Exhibit 10(b) to the Company's Report on Form 10-K
dated November 22, 1993)(4).

10.51 -- Amendment dated February 13, 1995 to the Amended and
Restated Employment and Consulting Agreement among the
Company, USSC and Joel D. Spungin(2).

10.52 -- Form of Employment and Consulting Agreement among the
Company, USSC and certain officers (Exhibit 10(j) to the
Company's Report on Form 10-K dated November 19, 1987)(4).

10.53 -- Amendment dated February 13, 1995 to Employment and
Consulting Agreement among the Company, USSC and Jerold A.
Hecktman(2).

(iv)

Sequential
Exhibit Page
No. Description of Exhibit Number
--- ---------------------- ------

10.54 -- Amendment dated February 13, 1995 to Employment and
Consulting Agreement among the Company, USSC and Ted S.
Rzeszuto(2).

10.55 -- Amendment dated February 13, 1995 to Employment and
Consulting Agreement among the Company, USSC and Otis H.
Halleen(2).

10.56 -- Amendment dated February 13, 1995 to Employment and
Consulting Agreement among the Company, USSC and Robert H.
Cornell(2).

10.57 -- Amendment dated February 13, 1995 to Employment and
Consulting Agreement among the Company, USSC and Steven R.
Schwarz(2).

10.58 -- Employment and Consulting Agreement dated March 1, 1990
between the Company, USSC and Jeffrey K. Hewson (Exhibit
10(1) to the Company's Report on Form 10-K dated November
20, 1990)(4).

10.59 -- Amendment dated April 10, 1991 of Employment and
Consulting Agreement between the Company, USSC and Jeffrey
K. Hewson (Exhibit 10(1)(i) to the Company's Report on Form
10-K dated November 25, 1991)(4).

10.60 -- Amendment dated September 1, 1994 of Hewson Employment
and Consulting Agreement (Exhibit 10(e)(ii) to the Company's
Report on Form 10-K dated November 23, 1994)(4).

10.61 -- Amendment to Employment and Consulting Agreement dated
February 13, 1995 between the Company, USSC and Jeffrey K.
Hewson(2).

10.62 -- Amendment dated May 25, 1995 to Employment and Consulting
Agreement between the Company, USSC and Jeffrey K.
Hewson(3).

10.63 -- Severance Agreement between the Company, USSC and James
A. Pribel dated February 13, 1995(2).

10.64 -- Letter Agreement dated February 13, 1995 between the
Company and Ergin Uskup(2).

10.65 -- Amendment dated August 30, 1995 to Employment and
Consulting Agreement between the Company, USSC and Steven R.
Schwarz(3).

10.66 -- Amendment dated August 30, 1995 to Employment and
Consulting Agreement between the Company, USSC and Ted S.
Rzeszuto(3).

10.67 -- Employment Agreements dated October 1, 1995 between USSC
and each of Daniel H. Bushell, Michael D. Rowsey, Steven R.
Schwarz, Robert H. Cornell, Ted S. Rzeszuto, and Al Shaw(3).

10.68 -- Employment Agreement dated November 1, 1995 between USSC
and Otis H. Halleen(3).

(v)

Sequential
Exhibit Page
No. Description of Exhibit Number
--- ---------------------- ------

10.69 -- Employment Agreement dated as of January 1, 1996 between
the Company, USSC and Thomas W. Sturgess(3).

10.70 -- Deferred Compensation Plan (Exhibit 10(f) to the
Company's Annual Report on Form 10-K dated October 6,
1994)(4).

10.71 -- Consulting Agreement dated October 1, 1995 between the
Company and Jeffrey K. Hewson(3).

10.72 -- Letter Agreement dated November 29, 1995 granting shares
of restricted stock to Joel D. Spungin(3).

10.73 -- Option Agreement dated November 29, 1995 between the
Company and Jeffrey K. Hewson.*

10.74 -- Lease Agreement, dated as of March 4, 1988, between
Crow-Alameda Limited Partnership and Stationers Distributing
Company, Inc., as amended(1).

10.75 -- Industrial Real Estate Lease, dated as of May 17, 1993,
among Majestic Realty Co. and Patrician Associates, Inc., as
landlord, and United Stationers Supply Co., as tenant(1).

10.76 -- Standard Industrial Lease, dated as of March 15, 1991,
between Shelley B. & Barbara Detrik and Lynn Edwards
Corp.(1).

10.77 -- Lease Agreement, dated as of January 12, 1993, as
amended, among Stationers Antelope Joint Venture, AVP Trust,
Adon V. Panattoni and Yolanda M. Panattoni, as landlord, and
United Stationers Supply Co., as tenant(1).

10.78 -- Lease, dated as of February 1, 1993, between CMD Florida
Four Limited Partnership and United Stationers Supply Co.,
as amended(1).

10.79 -- Standard Industrial Lease, dated March 2, 1992, between
Carol Point Builders I and Associated Stationers, Inc.(1).

10.80 -- Lease, dated March 22, 1973, between National Boulevard
Bank of Chicago, as trustee under Trust Agreement dated
March 15, 1973 and known as Trust No. 4722, and United
Supply Company, as amended(1).

10.81 -- Lease Agreement, dated July 20, 1993, between OTR, acting
as the duly authorized nominee of the Board of the State
Teachers Retirement System of Ohio, and United Stationers
Supply Co., as amended(1).

10.82 -- Lease Agreement, dated as of December 20, 1988, between
Corporate Property Associates 8, L.P., and Stationers
Distributing Company, Inc., as amended(1).

(vi)

Sequential
Exhibit Page
No. Description of Exhibit Number
--- ---------------------- ------

10.83 -- Industrial Lease, dated as of February 22, 1988, between
Northtown Devco and Stationers Distributing Company, as
amended(1).

10.84 -- Lease, dated as of April 17, 1989, between Isaac Heller
and United Stationers Supply Co., as amended(1).

10.85 -- Lease Agreement dated as of May 10, 1984, between
Westbelt Business Park Joint Venture and Boise Cascade
Corporation, as amended(1).

10.86 -- Lease, dated as of January 19, 1981, between Propco, Inc.
and Crown Zellerbach Corporation, as amended(1).

10.87 -- Lease Agreement, dated as of August 17, 1981, between
Gulf United Corporation and Crown Zellerbach Corporation, as
amended(1).

10.88 -- Lease Agreement, dated as of March 31, 1978, among
Gillich O. Traughber and J.T. Cruin, Joint Venturers, and
Boise Cascade Corporation, as amended(1).

10.89 -- Lease Agreement, dated November 7, 1988, between Dalware
II Associates and Stationers Distributing Company, Inc., as
amended(1).

10.90 -- Lease Agreement, dated November 7, 1988, between Central
East Dallas Development Limited Partnership and Stationers
Distributing Company, Inc., as amended(1).

10.91 -- Lease Agreement, dated as of March 17, 1989, between
Special Asset Management Company of Texas, Inc., and
Stationers Distributing Company, Inc., as amended(1).

10.92 -- Sublease, dated January 9, 1992, between Shadrall
Associates and Stationers Distributing Company, Inc.(1).

10.93 -- Industrial Lease, dated as of June 12, 19889, between
Stationers Distributing Company, Inc. and Dual Asset Fund V,
as amended(1).

10.94 -- Lease Agreement, dated as of July , 1994, between
Bettilyon Mortgage Loan Company and United Stationers Supply
Co.(1).

10.95 -- Agreement of Lease, dated as of January 5, 1994, between
the Estate of James Campbell, deceased, and United
Stationers Supply Co.(1).

10.96 -- Lease Agreement dated January 5, 1996 between Robinson
Properties, L.P. and USSC.*

10.97 -- Real Estate Agreement dated January 9, 1996 between USSC
as seller and Seid Street, Ltd. as purchaser(3).

(vii)

Sequential
Exhibit Page
No. Description of Exhibit Number
--- ---------------------- ------

10.98 -- Real Estate Agreement dated October 19, 1995 between USSC
as seller and Boise Cascade Office Products Corporation as
purchaser(3).

10.99 -- Agreement for Data Processing Services, dated January 31,
1992, between USSC (as successor-in-interest to ASI) and
Affiliated Computer Services, Inc.(1).

10.100 -- Amended and Restated First Amendment to Agreement for
Data Processing Services, dated as of August 29, 1995,
between USSC and Affiliated Computer Services, Inc.(1).

10.101 -- Form of Director's Agreement to Cash Out and Cancel
Stock Options dated February 13, 1995 (Exhibit 10.53 to the
Company's Report on Form 10-K dated June 27, 1995)(3).

10.102 -- Form of Employee's Agreement to Cash Out and Cancel
Stock Options dated February 13, 1995 (Exhibit 10.54 to the
Company's Report on Form 10-K dated June 27, 1995)(4).

10.103 -- US Employee Benefits Trust Agreement dated March 21,
1995 between the Company and American National Bank and
Trust Company of Chicago as Trustee(2).

10.104 -- USI Bonus Benefits Trust Agreement dated March 21, 1995
between the Company and American National Bank and Trust
Company of Chicago as Trustee(2).

10.105 -- Certificate of Insurance covering directors' and
officers' liability insurance effective November 1, 1994
through November 1, 1995 (Exhibit 10.57 to the Company's
Report on Form 10-K dated June 27, 1995)(4).

10.106 -- Certificate of Insurance covering directors' and
officers' liability insurance effective March 30, 1995
through March 30, 1996 (Exhibit 10.81 to Company's Form S-3
(No. 33-62739, as amended)(4).

10.107 -- Amendment to Medical Plan Document for the Company(2).

10.108 -- The Company Severance Plan, adopted February 10,
1995(2).

10.109 -- Securities Purchase Agreement, dated as of July 28,
1995, among the Company, Boise Cascade, Wingate Partners,
Wingate Partners II, L.P., Wingate Affiliates, L.P., Wingate
Affiliates II, L.P., ASI Partners III, L.P., the Julie Good
Mora Grantor Trust and the Laura Good Stathos Grantor
Trust(1).

10.110 -- Amendment to Stock Option Agreements dated February 23,
1996 between the Company and Thomas W. Sturgess(5).

(viii)

Sequential
Exhibit Page
No. Description of Exhibit Number
--- ---------------------- ------

10.111 -- Amendment No. 3 to United Stationers Inc. Management
Equity Plan, dated as of September 27, 1995(5).

10.112 -- Amendment No. 2 to Stock Option Agreements dated March
5, 1996 between the Company and Thomas W. Sturgess(5).

10.113 -- Amendment to Employment Agreement dated March 5, 1996
between the Company, USSC and Thomas W. Sturgess(5).

21 -- Subsidiaries of the Company(3).

23.1 -- Consent of Weil, Gotshal & Manges LLP (included in the
opinion filed as Exhibit 5 to the Registration Statement).

23.2 -- Consent of Ernst & Young LLP, independent auditors.*

23.3 -- Consent of Arthur Andersen LLP, independent certified
public accountants.*

23.4 -- Consent of Arthur Andersen LLP, independent certified
public accountants.*

24.1 -- Powers of Attorney of directors and executive officers of
the Registrant (Included on Page II-12 of this Registration
Statement).**

* Filed herewith.
** Previously filed.

(1) Incorporated by reference to the Company's Form S-1 (No. 33-59811), as
amended, initially filed with the Commission on June 12, 1995.
(2) Incorporated by reference to the Company's Schedule 14D-9 dated
February 21, 1995.
(3) Incorporated by reference to the Company's Form S-2 (No. 333-01089),
as filed with the Commission on February 20, 1996.
(4) Incorporated by reference to other prior filings of the Company as
indicated.

(5) Incorporated by reference to the Company's Annual Report on Form 10-K
(File No. 0-10653) for the fiscal year ended December 31, 1995.

(ix)

EXHIBIT 5.1

WEIL, GOTSHAL & MANGES LLP
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
100 CRESCENT COURT
SUITE 1300
DALLAS, TEXAS 75201-6950
(214)746-7700
Fax: (214) 746-7777

April 10, 1996

United Stationers Inc.
2200 East Golf Road
Des Plaines, Illinois 60016

Ladies and Gentlemen:

We have acted as counsel to United Stationers Inc., a Delaware
corporation (the "Company"), in connection with the preparation and
filing by the Company with the Securities and Exchange Commission of a
Registration Statement on Form S-3 (the "Registration Statement")
under the Securities Act of 1933, as amended, with respect to the
offer and sale by certain stockholders of the Company listed under the
caption "Selling Stockholders" in the Prospectus that is a part of the
Registration Statement of up to 48,818 shares (the "Shares") of the
Common Stock, $0.10 par value ("Common Stock"), of the Company, up to
758,993 shares (the "Nonvoting Shares") of Common Stock issuable upon
the conversion of shares of Nonvoting Common Stock, $0.01 par value
("Nonvoting Common Stock"), and up to 1,468 shares (the "Warrant
Shares") of Common Stock issuable upon the exercise of warrants (the
"Warrants") to purchase shares of Common Stock.

In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration
Statement and such corporate records, agreements, documents, and other
instruments and such certificates or comparable documents of public
officials and officers and representatives of the Company, and have
made such inquiries of such officers and representatives, as we have
deemed relevant and necessary as a basis for the opinion hereinafter
set forth.

In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us

United Stationers Inc.
April 10, 1996
Page 2

as certified or photostatic copies and the authenticity of the
originals of such latter documents. As to all questions of fact
material to this opinion that have not been independently established,
we have relied upon certificates of officers and representatives of
the Company.

Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that:

1. The Shares are validly issued, fully paid and nonassessable.

2. The Nonvoting Shares, when issued by the Company upon
conversion of the outstanding shares of Nonvoting Common Stock in
accordance with the terms of the Company's Restated Certificate of
Incorporation, as amended, will be validly issued, fully paid and
nonassessable.

3. The Warrant Shares, when issued by the Company upon the
exercise of the Warrants and receipt by the Company of the exercise
price therefor in accordance their terms, will be validly issued,
fully paid and nonassessable.

The opinions expressed herein are limited to the corporate laws of
the State of Delaware and we express no opinion as to the effect on
the matters covered by this letter of the laws of any other
jurisdiction.

The opinions expressed herein are rendered solely for your
benefit in connection with the transactions described herein. Those
opinions may not be used or relied upon by any other person nor may
this letter or any copies thereof be furnished to a third party, filed
with a governmental agency, quoted, cited or otherwise referred to
without our prior written consent.

We consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the
caption "Legal Matters" in the Prospectus that is a part of the
Registration Statement.

Very truly yours,

/s/ Weil, Gotshal & Manges LLP

DAFS02...:\33\78533\0019\1671\EXH4096P.590

EXHIBIT 10.03

WAIVER AND AMENDMENT NO. 2

WAIVER AND AMENDMENT NO. 2 dated as of December 21, 1995,
among UNITED STATIONERS SUPPLY CO., a corporation duly organized and
validly existing under the laws of the State of Illinois (the
"Company"), UNITED STATIONERS INC., a corporation duly organized and
-------
validly existing under the laws of the State of Delaware ("the
---
Guarantor" and together with the Company, the "Obligors"), each of the
--------- --------
lenders that is a signatory hereto (the "Lenders"), and THE CHASE
-------
MANHATTAN BANK (NATIONAL ASSOCIATION), a national banking association,
as agent for the lenders under the Credit Agreement referred to below
(in such capacity, together with its successors in such capacity, the
"Agent").
-----
WHEREAS, the Company, the Guarantor, the Lenders and the
Agent are parties to a Credit Agreement dated as of March 30, 1995 (as
amended, modified and supplemented by Waiver and Amendment No. 1,
dated as of April 13, 1995, among the Obligors, the lenders party
thereto and the Agent, the "Credit Agreement"), providing, subject to
----------------
the terms and conditions thereof, for extensions of credit (by making
of loans and issuing letters of credit) to be made by the Lenders to
the Company in an aggregate principal or face amount not exceeding
$500,000,000; and

WHEREAS, the Company wishes to create a bankruptcy-remote,
special purpose, wholly-owned subsidiary and sell, from time to time,
Receivables (as defined in the Credit Agreement) to such subsidiary,
which shall pay for such Receivables by selling undivided interests
therein to certain banks pursuant to a receivables purchase agreement,
all on terms substantially similar to those set forth in Exhibit 1
hereto (such transaction being referred to herein as the "Receivables
-----------
Transaction") and subject to a reduction of the Revolving Credit
-----------
Commitments equal to the commitments under such receivables purchase
agreement; and

WHEREAS, the Guarantor wishes to issue additional shares of
its common stock in a single offering prior to June 30, 1996 (the
"Primary Offering") and to apply the proceeds therefrom in a manner
----------------
other than as prescribed in Section 2.10(d) and (g) of the Credit
Agreement; and

WHEREAS, the Company, the Guarantor, the Lenders and the
Agent wish to amend the Credit Agreement in certain respects,
including, without limitation, by increasing the aggregate Revolving
Credit Commitments to $325,000,000, and the Lenders wish to give their
conditional consent to the Receivables

Transaction and to consent to the application of the proceeds of the
Primary Offering as set forth herein;

NOW, THEREFORE, the parties hereto hereby agree as follows:

Section 1. Definitions. Except as otherwise defined in
-----------
this Waiver and Amendment No. 2, terms defined in the Credit Agreement
are used herein as defined therein.

Section 2. Waiver. Notwithstanding anything to the
------
contrary in Section 2.10(d) or (g) or Section 9.09 of the Credit
Agreement but subject to Section 6 below and effective as of the date
hereof, the Lenders hereby agree and consent to the application of the
Net Available Proceeds of the Primary Offering as follows:

(i) First, an amount of such Net Available Proceeds
-----
equal to (but not exceeding) $75,375,000 may be applied at
the discretion of the Obligors to the partial or full
redemption of the Guarantor's Class A Preferred Stock and/or
Class C Preferred Stock (including the payments of all
accrued dividends thereon) and to the redemption of the
Take-Out Notes in accordance with the Indenture dated as of
May 3, 1995, pursuant to which the Take-Out Notes were
issued (and the payment of any premium on such Take-Out
Notes due under such Indenture in connection with such
redemption); provided that (A) at least $56,375,000 of such
--------
Net Available Proceeds must be applied to such redemption of
the Take-Out Notes (and the payment of any such premium
thereon) prior to the redemption of any of the Guarantor's
Class A Preferred Stock or Class C Preferred Stock, (B) no
more than $19,000,000 of such Net Available Proceeds may be
used to redeem any such Class A Preferred Stock or Class C
Preferred Stock, (C) prior to redeeming such Class A
Preferred Stock or Class C Preferred Stock, the Guarantor
shall have received all applicable consents thereto (other
than any such consent required under the Credit Agreement
waived hereby), (D) any such Class A Preferred Stock or
Class C Preferred Stock so redeemed shall be immediately
retired, (E) such redemption shall have taken place not more
than 60 days after the Guarantor has committed to such
redemption and (F) at the time the Guarantor shall have
committed to any such redemption, no Default shall have
occurred and be continuing; and

(ii) Second, the remaining amount of such Net
------
Available Proceeds (including any portion of the $75,375,000
available under the preceding clause (i) to redeem the
preferred stock of the Guarantor and/or repurchase the Take-
Out Notes that is not so applied) shall be applied to the
prepayment of the Term Loans pro rata between each Class of
Term Loans and, as to each Class, pro rata to the remaining
installments thereof; and

(iii) Finally, any such Net Available Proceeds
-------
remaining thereafter may be used for general corporate
purposes.

Section 3. Amendments. Subject to Section 6 below, but
----------
effective as of the date hereof, the Credit Agreement shall be amended
as follows:

3.01 References in the Credit Agreement (including
references to the Credit Agreement as amended hereby) to "this
Agreement" (and indirect references such as "hereunder", "hereby",
"herein" and "hereof") shall be deemed to be references to the Credit
Agreement as amended hereby.

3.02 Section 1.01 of the Credit Agreement shall be amended
by adding the following definition of "Waiver and Amendment No. 2" and
inserting the same in the appropriate alphabetical location and by
amending in its entirety the definition of "Revolving Credit
Commitment" as follows:

"'Revolving Credit Commitment' shall mean, for each
---------------------------
Revolving Credit Lender, the obligations of such Lender to make
Revolving Credit Loans in an aggregate principal amount at any
one time outstanding up to but not exceeding the amount set forth
opposite the name of such Lender on Schedule I to Waiver and
Amendment No. 2 (which Schedule I is deemed to be a part of this
Agreement), as the same may be reduced from time to time pursuant
to Section 2.04 hereof. The aggregate principal amount of the
Revolving Credit Commitments is $325,000,000."

"'Waiver and Amendment No. 2' shall mean Waiver and
Amendment No. 2 dated as of December 21, 1995 among the Company,
the Guarantor, the lenders party thereto and the Agent, providing
for the partial amendment and waiver of certain provisions of
this Agreement."

3.03. Section 9.09(b) of the Credit Agreement shall be
amended by deleting the word "and" immediately preceding clause (iii)
thereof, adding in its place a comma and adding immediately after such
clause (iii) the following:

", (iv) repurchases of fractional shares of the common stock
of the Guarantor, provided the aggregate purchase price of all
--------
such fractional shares so repurchased under this clause (iv) does
not exceed $10,000 and (v) repurchases of shares of the common
stock of the Guarantor held by shareholders holding fewer than
100 such shares, provided the aggregate purchase price of all
--------
such shares so repurchased under this clause (v) does not exceed
$150,000."

3.04 Section 9.10 of the Credit Agreement shall be amended
by relettering clause (c) thereof to clause (d) thereof and inserting
immediately before the word "minus" at the end of clause (b) thereof
the following clause (c):

"plus (c) 100% of the amount by which Net Worth shall have
been increased as a result of the Primary Offering (as defined in
Waiver and Amendment No. 2 hereto)".

Section 4. Consent. Notwithstanding anything to the
-------
contrary in Section 9.05, 9.06 or 9.07 of the Credit Agreement, but
subject to their reasonable satisfaction with final documentation
related thereto and to the conditions precedent in Section 6 hereto,
the Lenders hereby agree and consent to the terms of the Receivables
Transaction as such terms are set forth in Exhibit 1 hereto, provided
--------
that the Revolving Credit Commitments shall be reduced by an amount
equal to the aggregate principal amount of the commitments of
purchasers to purchase Receivables, or to finance the purchase of
Receivables, in connection with the Receivables Transaction.

Section 5. Representations and Warranties. Each of the
------------------------------
Guarantor and the Company represents and warrants to the Lenders that
(a) no Default has occurred and is continuing and (b) the
representations and warranties set forth in Section 8 of the Credit
Agreement and in each other Basic Document to which the Guarantor or
the Company is a party are true and complete on the date hereof as if
made on and as of the date hereof (or, if any such representation or
warranty is expressly stated to have been made as of a specific date,
as of such specific date) and as if each reference in said Section 8
to "this Agreement" included reference to this Waiver and Amendment
No. 2.

Section 6. Effectiveness. As provided in Sections 2, 3 and
-------------
4 of this Waiver and Amendment No. 2, the waivers of and amendments to
the Credit Agreement set forth in said Sections 2 and 3 shall become
effective as of the date hereof, and the consent given in Section 4
hereof shall be conditioned in part on, the prior or simultaneous
satisfaction of the following conditions:

6.01 Each of the intended parties hereto shall have
executed this Waiver and Amendment No. 2.

6.02 The Company shall have paid to the Agent for the
account of each Revolving Credit Lender a fee equal to 1/4 of 1% of
the increase in the Revolving Credit Commitment of such Revolving
Credit Lender after giving effect to this Waiver and Amendment No. 2;
provided that such payment shall be made in accordance with Section
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4.01 of the Credit Agreement.

In addition, the waivers of the Credit Agreement set forth
in Section 2 of this Waiver and Amendment No. 2 are subject to the
condition subsequent that upon the receipt of Net Available Proceeds
from the Primary Offering, and the application of such Net Available
Proceeds in accordance with said Section 2, the Company shall have
paid to the Agent for the account of each Lender a fee equal to 3/16
of 1% of the Commitment of such Lender immediately prior to the
effectiveness of this Waiver and Amendment No. 2; provided that such
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payment shall be made in accordance with Section 4.01 of the Credit
Agreement.

Section 7. Miscellaneous. Except as herein provided, the
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Credit Agreement shall remain unchanged and in full force and effect.
This Waiver and Amendment No. 2 may be executed in any number of
counterparts, all of which taken together shall constitute one and the
same amendatory instrument and any of the parties hereto may execute
this Waiver and Amendment No. 2 by signing any such counterpart. This
Waiver and Amendment No. 2 shall be governed by, and construed in
accordance with, the law of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this
Waiver and Amendment No. 2 to be duly executed and delivered as of the
day and year first above written.

UNITED STATIONERS SUPPLY CO.