<PAGE>
As filed with the Securities and Exchange Commission on June 5, 1996
Registration No. 333-
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________________
Incorporated THE STANDARD REGISTER COMPANY I.R.S. Employer
Under the Laws 600 ALBANY STREET Identification No.
of Ohio DAYTON, OHIO 45401 31-0455440
(513) 443-1000
_____________________________________
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
_____________________________________
Gary P. Kreider, Esq.
Keating, Muething & Klekamp
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6411
(Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
__________________________________________________________________________
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To Be Price Offering Registration
To Be Registered Registered(1) Per Share(2) Price(2) Fee(3)
________________ _____________ _____________ ___________ ___________
Common Stock, 100,000
$1.00 par value Shares $27.8125 $2,781,250 $960
__________________________________________________________________________
(1) This Registration Statement is filed for up to 100,000
shares issuable to employees, officers and directors of The
Standard Register Company pursuant to the Dividend
Reinvestment and Common Stock Purchase Plan.
(2) Estimated solely for purposes of calculating registration
fee.
(3) Registration fee has been calculated pursuant to Rule 457(h)
based on the average of the high and low prices of the
Common Stock as reported on the New York Stock Exchange on
May 30, 1996 of $27.8125 per share.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by The Standard Register
Company (the "Company") with the Securities and Exchange Commis-
sion are incorporated herein by reference and made a part hereof:
1. The Company's Annual Report on Form 10-K dated January
1, 1996;
2. The Company's Quarterly Report on Form 10-Q dated April
30, 1996;and
3. The description of the Common Stock contained on the
Company's Form 8-A Registration Statement under the Securities
Exchange Act of 1934 effective May 13, 1996.
All reports and other documents filed by the Company pursu-
ant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all Common Stock offered has been
sold or which deregisters all Common Stock then remaining unsold,
shall be deemed to be incorporated by reference in this Registra-
tion Statement and to be a part hereof from the date of filing
such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the Common Stock offered hereby will be
passed upon for the Company by Keating, Muething & Klekamp, 1800
Provident Tower, One East Fourth Street, Cincinnati, Ohio 45202.
<PAGE>
Item 6. Indemnification of Directors and Officers
Section 1701.13(E) of the Ohio General Corporation Law
allows indemnification by the Registrant to any person made or
threatened to be made a party to any proceedings, other than a
proceeding by or in the right of the Registrant, by reason of the
fact that the person is or was a director, officer, employee or
agent of the Registrant, against expenses, including judgments
and fines, if the person acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests
of the Registrant and, with respect to criminal actions, in which
the person had no reasonable cause to believe that the person's
conduct was unlawful. Similar provisions apply to actions
brought by or in the right of the Registrant, except that, unless
otherwise determined by the court, no indemnification shall be
made in such cases when the person shall have been adjudged to be
liable for negligence or misconduct to the Registrant. The right
to indemnification is mandatory in the case of a director or
officer who is successful on the merits or otherwise in defense
of any action, suit or proceeding or any claim or issue, or who
is successful on the merits or otherwise in defense of any
action, suit or proceeding or any claim, issue or matter therein.
Permissive indemnification is to be made by a court of competent
jurisdiction, the majority vote of a quorum of disinterested
directors, the written opinion of independent counsel or by the
shareholders.
The Registrant's Code of Regulations provides that the
Registrant shall indemnify such persons to the fullest extent
permitted by law.
The Registrant maintains director and officer liability
insurance which provides coverage against certain liabilities.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
*4.1 Dividend Reinvestment and Common Stock Purchase
Plan (incorporated by reference to the Company's
Form S-3 Registration Statement, Registration No.
333-02683)
5 Opinion of Keating, Muething & Klekamp.
23.1 Consent of Keating, Muething & Klekamp (contained
on Exhibit 5).
23.2 Consent of Battelle & Battelle PLL.
24 Power of Attorney (contained on the signature
page).
______________________
* Incorporated by reference as indicated.
<PAGE>
Item 9 Undertakings
9.1 The undersigned Registrant hereby undertakes to file
during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to
include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, 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 State-
ment and to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement; provided, however, that (i) and (ii)
shall not apply if the information required to be included in a
post-effective amendment is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by refer-
ence in this Registration Statement.
9.2 The undersigned Registrant hereby undertakes that, for
the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
9.3 The undersigned Registrant hereby undertakes to remove
from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the
termination of the offering.
9.4 The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
9.5 Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Regis-
trant in the successful defense of any action, suit, or proceed-
ing) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Regis-
trant 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 indemnifica-
tion by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
Dayton, Ohio, on June 5, 1996.
THE STANDARD REGISTER COMPANY
By: Peter S. Redding
__________________________
Peter S. Redding
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated. Persons
whose names are marked with an asterisk (*) below hereby desig-
nate Paul H. Granzow, Peter S. Redding or Craig J. Brown as their
attorney-in-fact to sign all amendments, including any post-
effective amendments, to this Registration Statement.
Signature Capacity Date
____________________ ______________________ ______________
*Peter S. Redding President, Chief June 5, 1996
____________________ Executive Officer and
Peter S. Redding Director (Principal
Executive Officer)
*Craig J. Brown Senior Vice President - June 5, 1996
____________________ Administration,
Craig J. Brown Treasurer and Chief
Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
*Paul H. Granzow Chairman of the Board June 5, 1996
____________________ of Directors
Paul H. Granzow
*Roy W. Begley, Jr. Director June 5, 1996
____________________
Roy W. Begley, Jr.
*F. David Clarke III Director June 5, 1996
____________________
F. David Clarke III
Director June __, 1996
*_________________
Dennis L. Rediker
*___________________ Director June __, 1996
John J. Schiff, Jr.
*___________________ Director June __, 1996
Charles F. Sherman
*John Q. Sherman II Director June 5, 1996
____________________
John Q. Sherman II
*Graeme G. Keeping Director June 5, 1996
____________________
Graeme G. Keeping
*Ann Scavullo Director June 5, 1996
____________________
Ann Scavullo
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EXHIBIT 5
[Letterhead of Keating, Muething & Klekamp]
FACSIMILE (513) 579-6956
June 5, 1996
Direct Dial: (513) 579-6411
The Standard Register Company
600 Albany Street
Dayton, Ohio 45401
Dear Sir or Madam:
We serve as counsel to The Standard Register Company (the
"Company") and are familiar with its Articles of Incorporation,
Code of Regulations and corporate proceedings generally. We have
reviewed the corporate records as to the establishment of the
Company's Dividend Reinvestment and Common Stock Purchase Plan
and the issuance of up to 100,000 shares of Common Stock, $1.00
par value per share (the "Common Stock"), of The Standard
Register Company to employees, officers and directors. Based
upon such examination and considerations, we are of the opinion:
1. That the Company is a duly organized and validly
existing corporation under the laws of the State of Ohio; and
2. That the Company has taken all necessary and required
corporate actions in connection with the proposed issuance of up
to 100,000 shares of Common Stock in accordance with the Plan and
that Common Stock, when so issued and delivered, will be validly
issued, fully paid and non-assessable shares of Common Stock of
the Company.
We hereby consent to be named in the Registration Statement
and the Prospectus part thereof as the attorneys who have passed
upon legal matters in connection with the issuance of the
aforesaid Common Stock and to the filing of this opinion as an
exhibit to the Registration Statement.
Yours truly,
KEATING, MUETHING & KLEKAMP
BY: Gary P. Kreider
_________________________
Gary P. Kreider
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this
Registration Statement on Form S-8 of our Report on the Financial
Statements and Schedules of The Standard Register Company
included in the Annual Report on Form 10-K for the year ended
December 31, 1995.
BATTELLE & BATTELLE PLL
/s/Battelle & Battelle PLL
___________________________
Dayton, Ohio
June 4, 1996
