US OFFICE PRODUCTS CO, S-3, 1996-10-11

US OFFICE PRODUCTS CO
S-3, 1996-10-11
CATALOG & MAIL-ORDER HOUSES

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 11, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------

U.S. OFFICE PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 5112 52-1906050
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization Classification Code Number) Identification Number)
</TABLE>

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1440 NEW YORK AVENUE, N.W.
SUITE 310
WASHINGTON, D.C. 20005
(202) 628-9500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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JONATHAN J. LEDECKY
CHAIRMAN OF THE BOARD
U.S. OFFICE PRODUCTS COMPANY
1440 NEW YORK AVENUE, N.W.
SUITE 310
WASHINGTON, D.C. 20005
(202) 628-9500
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
------------------------------

COPIES TO:

<TABLE>
<S> <C>
MARK D. DIRECTOR, ESQ. LINDA L. GRIGGS, ESQ.
EXECUTIVE VICE PRESIDENT, MORGAN, LEWIS & BOCKIUS LLP
GENERAL COUNSEL AND SECRETARY 1800 M STREET, N.W.
U.S. OFFICE PRODUCTS COMPANY WASHINGTON. D.C. 20036-5869
1440 NEW YORK AVENUE, N.W. (202) 467-7000
SUITE 310
WASHINGTON, D.C. 20005
(202) 628-9500
</TABLE>

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this registration statement becomes effective.

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AGGREGATE
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE OFFERING PRICE
<S> <C> <C> <C>
Common Stock, $.001 par value per share.................. 324,348 $36.00(1) $11,676,528(1)
Common Stock, $.001 par value per share.................. 925,652(2) $16.88 $15,625,005

TITLE OF EACH CLASS OF AMOUNT OF
SECURITIES TO BE REGISTERED REGISTRATION FEE
<S> <C>
Common Stock, $.001 par value per share.................. $3,538.34
Common Stock, $.001 par value per share.................. $5,388(2)
</TABLE>

(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c) and based on the average high and low sale prices of
the Common Stock reported on the Nasdaq National Market on October 9, 1996.

(2) Pursuant to Rule 429 under the Securities Act of 1933, as amended, 925,652
shares and the filing fee of $5,388 are being carried forward from the
Registration Statement No. 33-96760 to 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. / / ____________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------

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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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<PAGE>
SUBJECT TO COMPLETION, OCTOBER 11, 1996
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
U.S. OFFICE PRODUCTS COMPANY

1,250,000 SHARES

COMMON STOCK
------------------

This Prospectus, as appropriately amended or supplemented, relates to the
offer and sale from time to time by Quantum Partners LDC (the "Selling
Stockholder") of a total of 1,250,000 shares of Common Stock, $.001 par value
per share (the "Common Stock" or the "Shares"), of U.S. Office Products Company
(the "Company"). The Company will not receive any of the proceeds from the sale
of the Common Stock offered hereby.

The method of sale of the Common Stock offered hereby is described under the
heading "Plan of Distribution." To the extent required, the specific amount of
Common Stock to be sold, the purchase price and public offering price, the names
of any resale agents, dealers or underwriters, and the terms and amount of any
applicable commission or discount with respect to a particular offer will be set
forth in a Prospectus Supplement and/or post-effective amendment to the
Registration Statement of which this Prospectus constitutes a part.

The Selling Stockholder and any broker-dealers, agents or underwriters that
participate with the Selling Stockholder in the distribution of the Common Stock
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended (the "Securities Act"), and any commissions or profit received
by them and any profit on the resale of the Shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.

The Company has agreed to bear all printing and certain legal, filing and
other similar expenses of registration of the Shares under federal and state
securities laws. The Selling Stockholder will bear all other expenses of this
offering, including brokerage fees and any underwriting discounts or
commissions.

The Common Stock is quoted on the Nasdaq National Market under the symbol
"OFIS." The closing price of the Common Stock on the Nasdaq National Market on
October 10, 1996 was $36.625 per share.
------------------------

THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 7.
---------------------
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 October , 1996.
<PAGE>
NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE
OFFERINGS 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 BY THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY
SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR AN OFFER
TO, OR SOLICITATION OF, ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR
SOLICITATION WOULD BE 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 INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE HEREOF.

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") in Washington, D.C. a Registration Statement on Form S-3 under the
Securities Act with respect to the securities offered hereby. This Prospectus,
which constitutes part of the Registration Statement, omits certain of the
information contained in the Registration Statement and the exhibits and
schedules thereto on file with the Commission pursuant to the Securities Act and
the rules and the regulations of the Commission thereunder. Statements contained
in this Prospectus as to the contents of any contract or other document referred
to are not necessarily complete and in each instance reference is made to the
copy of such contract or other document filed as an exhibit to the Registration
Statement, and each such statement is qualified in all respects by such
reference. The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith files reports, proxy statements, and other information with
the Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following Regional Offices of the Commission: Seven World
Trade Center, New York, New York 10048; and 500 West Madison Avenue, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained from the public
reference section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates and from the Commission's web site at http://
www.sec.gov. In addition, such materials also may be inspected and copied at the
offices of the Nasdaq National Market, 1735 K Street, N.W., Washington, D.C.
20006.

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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents of the Company filed with the Commission (File No.
0-25372) are incorporated herein by reference:

(a) Historical financial statements required by Rule 3-05 of Regulation
S-X of the following companies acquired by the Company: Copenhaver Holdings,
Inc., MISSCO Commercial Division, Oak Brook Office Supply and Equipment
Corporation, and Blue Star Group Limited, included in the Company's
Amendment No. 1 to the Registration Statement on Form S-4 (File No.
333-1928) filed on March 28, 1996; and U-Bix Business Machines Limited,
included in the Company's Current Report on Form 8-K, dated March 7, 1996;

(b) The Company's Annual Report on Form 10-K for the fiscal year ended
April 30, 1996 filed with the Commission on July 16, 1996;

(c) The Company's Quarterly Report on Form 10-Q for the interim period
ended July 27, 1996 filed with the Commission on September 10, 1996;

(d) The Company's Current Reports on Form 8-K dated September 23, 1996,
August 20, 1996, July 26, 1996 (as amended), July 23, 1996, July 16, 1996,
and May 2, 1996 (as amended); and

(d) The description of the Company's Common Stock under the caption
"Description of Registrant's Securities to be Registered" in the Company's
Amendment No. 1 to Registration Statement on Form 8-A, dated February 13,
1995, and the Company's Quarterly Report on Form 10-Q for the interim period
ended July 27, 1996 disclosing, among other things, amendments to the
Company's Amended and Restated Certificate of Incorporation.

In addition, all reports and other documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date of
effectiveness of the Registration Statement of which this Prospectus is a part
and prior to the termination of the offering made hereby, shall be deemed to be
incorporated by reference into this Prospectus. Any statement contained herein
or incorporated or deemed to be 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 or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON REQUEST FROM
THE COMPANY BY CONTACTING MARK D. DIRECTOR, 1440 NEW YORK AVENUE, N.W., SUITE
310, WASHINGTON, D.C. 20005. IN ORDER TO ENSURE TIMELY DELIVERY OF THE
DOCUMENTS, ANY REQUEST SHOULD ALLOW AT LEAST FIVE (5) BUSINESS DAYS FOR
DELIVERY.

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<PAGE>
THE COMPANY

THE FOLLOWING IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ IN
CONJUNCTION WITH, THE MORE DETAILED INFORMATION AND THE FINANCIAL STATEMENTS AND
RELATED NOTES THERETO APPEARING ELSEWHERE IN THIS PROSPECTUS OR INCORPORATED BY
REFERENCE HEREIN. SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN RISKS
ASSOCIATED WITH AN INVESTMENT IN THE COMMON STOCK. UNLESS THE CONTEXT OTHERWISE
REQUIRES, THE TERMS "U.S. OFFICE PRODUCTS" OR THE "COMPANY" REFER TO U.S. OFFICE
PRODUCTS COMPANY, A DELAWARE CORPORATION, AND ITS SUBSIDIARIES AND PREDECESSORS.
ALL REFERENCES TO YEARS, UNLESS OTHERWISE NOTED, REFER TO THE COMPANY'S FISCAL
YEAR, WHICH ENDED ON APRIL 30 OF EACH YEAR UNTIL YEARS BEGINNING WITH THE 1997
FISCAL YEAR WHICH END ON THE LAST SATURDAY IN APRIL. STATEMENTS CONTAINED HEREIN
OR IN THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE MAY BE DEEMED TO BE FORWARD
LOOKING. ACTUAL RESULTS MAY DIFFER FROM THOSE DISCUSSED IN SUCH FORWARD LOOKING
STATEMENTS, WHICH ARE INHERENTLY UNCERTAIN, FOR THE REASONS, AMONG OTHERS, SET
FORTH UNDER THE HEADING "RISK FACTORS," AS MODIFIED OR SUPERSEDED BY STATEMENTS
CONTAINED IN DOCUMENTS THAT ARE SUBSEQUENTLY FILED AND INCORPORATED BY REFERENCE
HEREIN.

U.S. Office Products is one of the world's largest and fastest growing
suppliers of a broad range of office products to corporate, commercial,
industrial and educational customers. From its inception through October 7,
1996, the Company had acquired 101 companies (the "Completed Acquisitions"). In
addition, as of October 7, 1996, the Company believed that the acquisition of an
additional 17 companies that sell a variety of office supplies, office furniture
and coffee and breakroom supplies and services was probable (the "Pending
Acquisitions"). The Company is actively negotiating additional acquisitions,
both in the United States and internationally, that, as of October 7, 1996, the
Company believed were not probable. While the Company expects to complete
acquisitions in addition to the Pending Acquisitions, there can be no assurances
in this regard.

The Company's objective is to be the leading single source supplier of a
broad array of office and educational products and services for its corporate,
commercial, industrial and educational customers. The Company generally has
acquired and seeks to acquire companies with established sales presences and
brand names in given geographic markets, and seeks to achieve operating
efficiencies through consolidated purchasing of products and services and
implementation of operational improvements. Currently, the Company sells a full
range of over 28,000 office and educational products to customers in the United
States, New Zealand and Australia.

The Company operates with a decentralized management strategy rather than a
standardized national model in an effort to provide superior customer service
and retain the historical customers of acquired businesses while achieving the
operating efficiencies of a large organization. The Company believes that many
customers purchase office products based on an established long-term business
relationship with one primary supplier. The Company seeks to foster such
long-term relationships by preserving the authority of the local, experienced
management who have the responsibility to provide customers with superior
customer service. The Company believes that its decentralized management
strategy, coupled with operating efficiencies, enables it to compete effectively
in its target markets. The Company has initiated strategies designed to achieve
operating efficiencies by: (i) generating cost savings through volume purchasing
of office products; (ii) combining certain general and administrative functions
at the corporate level and eliminating redundant facilities; (iii) implementing
improved technology and operating systems; (iv) producing a Company-wide
proprietary catalog in order to increase the percentage of office supplies
purchased directly from manufacturers; and (v) increasing sales opportunities by
broadening the complement of products and services it offers.

The Company has an aggressive acquisition program utilizing a "hub and
spoke" strategy for expansion into and around its targeted metropolitan areas.
This strategy involves the acquisition of (i) a larger established, high quality
local company, or hub, and (ii) additional smaller companies, or spokes, in
secondary markets surrounding the hubs. Where possible, the operations of the
acquired spokes are integrated into the operations of existing hubs, thereby
eliminating a portion of the operating expenses of the acquired spokes. The
Company also has begun to develop regional consolidation and integration plans

4
<PAGE>
to enable certain operational activities, such as warehousing, to be shared
among the hubs and spokes that are located within a specific geographic area.
The Company expects this regional approach will permit the elimination of
duplicative facilities and costs. The Company believes that its decentralized
management strategy, which includes the retention of local management, sales
personnel and the names of the acquired companies, and other operating
strategies described above, facilitate the identification of acquisition
candidates and make it an attractive acquiror.

As of October 7, 1996, the following are the principal markets that are
served by the Company:

DOMESTIC OFFICE SUPPLIES. The Company sells office and related supplies and
equipment in the domestic office contract stationer market from locations in 27
states. The Pending Acquisitions include six companies that sell supplies in
this market.

OFFICE COFFEE SERVICES. The Company sells coffee, food, beverages and
related supplies for breakrooms. The Pending Acquisitions include six companies
serving this market.

OFFICE FURNITURE. The Company sells contract, remanufactured and catalog
furniture to the office furniture market.

SCHOOL SUPPLIES AND SCHOOL FURNITURE. The Company sells school and office
supplies and school furniture to the kindergarten through 12th grade educational
market through its School Specialty, Inc. subsidiary, which recently acquired
five companies in this market. The Pending Acquisitions include two companies
that focus on the school supply and school furniture market.

INTERNATIONAL OFFICE PRODUCTS. In addition to its domestic operations, the
Company sells office and educational products and equipment and certain other
products and services in New Zealand and Australia through Blue Star Group
Limited ("Blue Star"), acquired by the Company in February and June 1996, and
Whitcoulls Group Limited ("Whitcoulls"), which Blue Star acquired in July 1996.
See "Recent Developments." Through its subsidiaries, Whitcoulls also operates
numerous retail book and stationery stores throughout New Zealand and Australia
and manufactures commercial, scholastic and household stationery products. The
Pending Acquisitions include three companies that are located in New Zealand and
Australia.

The Company is a Delaware corporation. Its executive offices are located at
1440 New York Avenue, N.W., Suite 310, Washington, D.C. 20005, and its telephone
number is 202-628-9500.

RECENT DEVELOPMENTS

ACQUISITION ACTIVITY. From the beginning of fiscal 1997 through October 7,
1996, the Company had acquired 53 businesses, of which 26 are contract
stationers, seven are office coffee services companies, eight are furniture
companies, six are school supplies and school furniture companies and six are
office product and equipment companies in New Zealand and Australia. On July 26,
1996, the Company completed its largest acquisition since its inception when it
purchased all of the outstanding stock of New Zealand-based Whitcoulls for total
cash consideration of $220 million. Whitcoulls operates nine principal
subsidiaries that it has acquired during the past six years. Through its
subsidiaries, Whitcoulls sells a broad array of office, educational and printing
products and services to the commercial, retail, government and school supply
markets throughout New Zealand. In addition, Whitcoulls operates numerous
stationery and book stores (including franchised stores) in New Zealand and
Australia and manufactures commercial, scholastic and household stationery
products. Whitcoulls had revenues of U.S. $450 million and earnings before
interest and taxes of approximately U.S. $31.5 million for its fiscal year ended
June 30, 1996. If the Company had acquired Whitcoulls as well as the other
Completed Acquisitions and the Pending Acquisitions at the beginning of fiscal
1996, the Company's operations in New Zealand and Australia would have accounted
for approximately 34.0% of the Company's fiscal 1996 pro forma revenues.

5
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CREDIT FACILITY. In August 1996, the Company entered into an agreement with
Bankers Trust Company (the "Bank") whereby the Bank, or a syndicate of financial
institutions including the Bank, will provide a $500 million credit facility
(the "Credit Facility") bearing interest, at the Company's option, at the Bank's
base rate plus an applicable margin of up to 1.25%, or a eurodollar rate plus an
applicable margin of up to 2.5%. The availability under the Credit Facility is
subject to certain sub-limits including $100 million for working capital loans
and $400 million for acquisition loans, with $180 million of the acquisition
loan sub-limit available and expected to be used to refinance certain
outstanding indebtedness of the Company in Australia and New Zealand. The Credit
Facility is secured by a majority of the assets of the Company and contains
customary covenants, including financial covenants with respect to the Company's
leverage and interest coverage ratios, capital expenditures, payment of
dividends and purchases and sales of assets, and customary default provisions,
including provisions related to non-payment of principal and interest, default
under other debt agreements and bankruptcy.

SALE OF COMMON STOCK. In September 1996, the Company sold, in a privately
negotiated transaction, 1,250,000 shares of Common Stock for $38.1 million to
Quantum Partners LDC, a Cayman Islands-based investment vehicle advised by Soros
Fund Management. The proceeds from the sale were used to reduce outstanding
indebtedeness and to fund acquisitions.

STARBUCK'S COFFEE. In September 1996, the Company entered into a multi-year
exclusive agreement with Starbucks Coffee Company ("Starbucks") whereby the
Company will be the only contract stationer and office products retailer
authorized to distribute Starbucks fresh roasted coffee and related products to
offices in the United States, Puerto Rico and Canada.

USE OF PROCEEDS

The Company will not receive any of the proceeds of the sale of shares by
the Selling Stockholders.

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RISK FACTORS

Prospective purchasers of the Common Stock offered hereby should consider
carefully the following risk factors, as well as the other information in this
Prospectus or incorporated herein by reference, in evaluating an investment in
the Common Stock.

RISKS RELATED TO THE COMPANY'S ACQUISITION STRATEGY

One of the Company's strategies is to increase its revenues and the markets
it serves through the acquisition of additional businesses offering a broad
array of office and educational products, equipment and services. From its
inception through October 7, 1996, the Company made 101 acquisitions. The
Company intends to continue to make additional acquisitions, including the 17
Pending Acquisitions. There can be no assurance that acquisitions will occur at
the same pace or be available to the Company on favorable terms, if at all. For
example, if the price of a share of Common Stock declines over a sustained
period, the owners of potential acquisition targets may not be willing to
receive shares of Common Stock in exchange for their businesses, thereby
adversely affecting the pace of the Company's acquisition program. Such an
effect on the pace of the Company's acquisition program could further reduce the
price of a share of Common Stock, to the further detriment of the Company's
acquisition strategy. In addition, the consolidation of the domestic contract
stationer industry has reduced the number of larger companies available for
sale, which could lead to higher prices being paid for the acquisition of the
remaining domestic, independent companies.

The Company's ability to manage an aggressive consolidation program in
markets other than the domestic contract stationer market, including furniture,
office coffee services and school supplies and school furniture, has not yet
been fully tested. In addition, there can be no assurance that companies that
have been acquired or that may be acquired in the future will achieve sales and
profitability that justify the investment therein. Acquisitions may involve a
number of special risks that could have a material adverse effect on the
Company's operations and financial performance, including adverse short-term
effects on the Company's reported operating results; diversion of management's
attention; difficulties with the retention, hiring and training of key
personnel; risks associated with unanticipated problems or legal liabilities;
and amortization of acquired intangible assets.

There can be no assurance that definitive agreements for the Pending
Acquisitions will be executed or that the Pending Acquisitions will be
consummated. The Company is in discussions with additional acquisition
candidates and expects that it will enter into agreements with respect to the
acquisition of such businesses from time to time.

INTEGRATION OF ACQUISITIONS AND LIMITED COMBINED OPERATING HISTORY

U.S. Office Products was founded in October 1994 and conducted no operations
prior to the acquisition of its founding companies in February 1995. From its
inception through October 7, 1996, U.S. Office Products acquired 101 companies,
and it intends to continue to make acquisitions. In most cases, the managers of
the acquired companies have continued to operate their companies after being
acquired by U.S. Office Products. There can be no assurance that the Company
will be able to successfully integrate these companies within U.S. Office
Products' operations without substantial costs, delays or other problems. In
addition, there can be no assurance that the Company's executive management
group will be able to oversee the combined entity and effectively implement the
Company's operating or growth strategies in each of the markets that the Company
serves. Finally, there can be no assurance that the pace of the Company's
acquisitions will not adversely affect the Company's efforts to integrate
acquisitions and manage those acquisitions profitably.

7
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INTERNATIONAL EXPANSION

As of October 7, 1996, the Company's international operations were in New
Zealand and Australia. The Company recently expanded its international
operations significantly with the acquisition of the remaining 49% of Blue Star
in June 1996 and Blue Star's acquisition of Whitcoulls in July 1996. In addition
to their contract stationery, office furniture, and school supply and school
furniture operations, Blue Star and its subsidiaries, including Whitcoulls, have
other operations that the Company's domestic operations currently do not have,
including retail book and stationery stores, printing operations, the
manufacturing of office products and the sale, leasing, maintenance and design
of telecommunications and office automation equipment and products. If the
Company has acquired Whitcoulls as well as the Completed Acquisitions and the
Pending Acquisitions at the beginning of fiscal 1996, the Company's
international operations would have accounted for approximately 34.0% of the
Company's fiscal 1996 pro forma revenues. In fiscal 1996, international
operations constituted approximately 6% of actual 1996 revenues. The Company is
making additional acquisitions in New Zealand and Australia, both directly and
through Blue Star, and plans to enter other international markets, including
England. The Company intends to focus significant attention and resources on
international expansion in the future and expects foreign sales to represent a
significant proportion of the Company's total sales. Expansion into
international markets involves additional risks relating to currency exchange
rates, new and different legal, regulatory and competitive requirements,
difficulties in staffing and managing foreign operations, different business
lines and other factors.

DEPENDENCE ON IMPLEMENTATION AND OPERATION OF SYSTEMS

The Company believes that the successful operation of the businesses that it
has acquired and intends to acquire depends in part on the implementation of
inventory management and financial systems. The Company may experience delays,
complications or expenses in implementing, integrating and operating these
systems, any of which could have a material adverse effect on the Company's
results of operations and financial performance. In addition, interruptions or
disruptions in systems operations could adversely affect the financial results
of particular locations. Finally, while the Company believes that its operating
and technology systems will be adequate for its current needs, such systems will
require modification, improvement or replacement as the Company expands or as
new technologies make the Company's systems obsolete. Such modifications,
improvements or replacements may require substantial expenditures to design and
implement and may require interruptions in operations during periods of
implementation, any of which could have a material adverse effect on the
Company's results of operations and financial performance.

SUBSTANTIAL COMPETITION

The Company operates in a highly competitive environment. In the markets in
which the Company operates, the Company generally competes with a large number
of smaller, independent companies, many of which are well-established in their
markets. In addition, in the contract stationer market, the Company currently
competes with five large office products companies, each of which has
significant financial resources. Several of the Company's large competitors
operate in many of the Company's geographic and product markets, and other
competitors may choose to enter the Company's geographic and product markets in
the future. In addition, as a result of this competition, the Company may lose
customers or have difficulty acquiring new customers. As a result of competitive
pressures on the pricing of products, the Company's revenues and/or margins may
decline.

INCREASES IN PRICES OF PAPER AND COFFEE

The prices of paper and coffee fluctuate. Although the Company believes
that, to date, it generally has been able to increase its prices to its
customers to reflect increases in paper and coffee costs, it may not be able to
do so in the future. In addition, timing differences between increases in paper
and coffee prices

8
<PAGE>
paid by the Company and the implementation of price increases to the Company's
customers may have an adverse effect on the Company's operating margins.

CONSIDERATION FOR OPERATING COMPANIES EXCEEDS ASSET VALUE

The purchase prices of the Company's acquisitions have not been established
by independent appraisals, but generally have been determined through
arm's-length negotiations between the Company and representatives of such
companies. The consideration for each such company has been based primarily on
the value of such company as a going concern and not on the value of the
acquired assets. Valuations of these companies determined solely by appraisals
of the acquired assets would have been less than the consideration paid (or to
be paid) for the companies. No assurance can be given that the future
performance of such companies will be commensurate with the consideration paid.
Moreover, the Company has incurred and expects to continue to incur significant
amortization charges resulting from consideration paid in excess of the fair
value of the net assets of the companies acquired in business combinations
accounted for under the purchase method of accounting.

EFFECT OF QUARTERLY FLUCTUATIONS IN OPERATING RESULTS ON PRICE OF COMMON STOCK

The Company's business is subject to seasonal influences. The Company's
historical sales and profitability in its core office products business have
been lower in the first two quarters of its fiscal year, primarily due to the
lower level of business activity in North America during the summer months. The
seasonality of the core office products business, however, is expected to be
impacted by the seasonality of its other operations, which have been expanding
through acquisitions. For example, the sales and profitability of the Company's
school supplies and school furniture business have been higher during the
Company's first and second quarters and significantly lower in its third and
fourth quarters, and the sales and profitability of the Company's operations in
New Zealand and Australia have generally been higher in the Company's third
quarter. As the Company's mix of businesses evolves through future acquisitions,
these seasonal fluctuations may continue to change. In addition, quarterly
results also may be materially affected by the timing of acquisitions, the
timing and magnitude of costs related to such acquisitions, variations in the
prices paid by the Company for the products it sells, the mix of products sold
and general economic conditions. Therefore, results for any quarter are not
necessarily indicative of the results that the Company may achieve for any
subsequent fiscal quarter or for a full fiscal year. Fluctuations caused by
variations in quarterly operating results may adversely affect the market price
of the Common Stock.

NEED FOR ADDITIONAL FINANCING TO CONTINUE ACQUISITION STRATEGY

The Company has financed most acquisitions, and intends to finance future
acquisitions in the United States, by using cash and shares of Common Stock. The
Company has filed shelf registration statements with the Commission relating to
the offering of 49,174,575 shares of Common Stock to be used as consideration
for acquisitions by the Company, of which approximately 39,644,894 shares will
remain available assuming consummation of the Pending Acquisitions on their
original terms. In addition, the Company expects to register additional shares
of Common Stock to be used in acquisitions. The Company also has sold debt and
equity securities to raise cash proceeds for acquisitions. In May and June 1996,
the Company completed the sales of $230 million in aggregate principal amount of
5 1/2% Convertible Subordinated Notes due 2003 (the "May Notes"). The proceeds
from the sale of the May Notes were used for general corporate purposes,
including to pay the cash consideration ($220 million) for the acquisition of
Whitcoulls. In addition, in September 1996, the Company sold, in a privately
negotiated transaction, 1,250,000 shares of Common Stock for $38.1 million. The
proceeds from such sale were used to reduce outstanding indebtedness and to fund
acquisitions. The Company expects that future acquisitions outside the United
States may be for cash consideration. See "Recent Developments."

Assuming that the current pace of the Company's acquisitions continues, the
Company will need additional debt or equity financing in order to continue its
acquisition program. There can be no assurance

9
<PAGE>
that the Company will be able to obtain such financing if and when it is needed
or that any such financing will be available on terms the Company deems
acceptable. In August 1996, the Company entered into the $500 million Credit
Facility. The amount available to be borrowed under the Credit Facility for
acquisitions will vary from time to time depending on the level of, on a pro
forma basis reflecting consummated acquisitions, the Company's consolidated
earnings before interest, taxes, depreciation and amortization ("EBITDA") and
the Company's total indebtedness and related interest expense. If the Company
does not have sufficient cash resources to pay the cash consideration for
acquisitions, or if potential acquisition candidates are unwilling to accept the
Common Stock as part of the consideration for the sale of their businesses
because the Common Stock does not maintain sufficient value or for other
reasons, the Company may be unable to continue the current pace of its
aggressive acquisition program, which could have a material adverse impact on
the Company and the market price of its Common Stock.

RELIANCE ON KEY PERSONNEL

The Company's operations depend on the continued efforts of Jonathan J.
Ledecky, its Chairman of the Board and Chief Executive Officer, Timothy J.
Flynn, its President and Chief Operating Officer, its other executive officers
and the senior management of its subsidiaries. Furthermore, the Company will
likely depend on the senior management of companies that may be acquired in the
future. If any of these people become unable to continue in their present roles,
or if the Company is unable to attract and retain other skilled employees, the
Company's business would be adversely affected. The Company currently does not
intend to obtain key man life insurance covering any of its executive officers
or other members of senior management.

CONTROL BY MANAGEMENT AND STOCKHOLDERS

As of September 17, 1996, officers and directors of the Company and its
subsidiaries beneficially own approximately 28.4% of the outstanding shares of
Common Stock. Assuming consummation of all of the Pending Acquisitions and the
issuance of the expected number of shares of Common Stock in such acquisitions,
the officers and directors of the Company and its subsidiaries will beneficially
own 27.5% of the outstanding shares of Common Stock. These stockholders acting
together may be able to elect a sufficient number of directors to control the
Board of Directors and to approve or disapprove any matter submitted to a vote
of stockholders.

RISKS RELATED TO UNIONIZED EMPLOYEES

A small number of the Company's employees are members of labor unions. If
unionized employees were to engage in a strike or other work stoppage, or if
other employees were to become unionized, the Company could experience a
disruption of operations or higher labor costs.

POTENTIAL EFFECT OF SHARES ISSUED IN ACQUISITIONS ON PRICE OF COMMON STOCK

As of September 17, 1996, there were 41,726,449 shares of Common Stock of
the Company outstanding, of which approximately 4,900,328 shares are subject to
contractual restrictions on the transfer thereof (other than restrictions
relating to shares issued in transactions accounted for under the pooling-
of-interests method of accounting, described below). These contractual
restrictions expire at various times, generally up to two years from the date of
issuance of the shares. The contractual restrictions on 2,321,800 shares will
expire at various dates up to February 23, 1997.

The Company has an aggressive acquisition program under which it
periodically makes, and expects to continue to make, acquisitions that are
accounted for under the pooling-of-interests method of accounting. Under the
pooling-of-interests method of accounting, the affiliates of the acquired
companies, which are generally all of the stockholders of the companies acquired
by U.S. Office Products, must be free to sell or otherwise transfer shares of
the Common Stock received in the acquisition, subject to their compliance

10
<PAGE>
with federal securities laws, as soon as the Company releases results of
operations that reflect the combined operations of the Company and the acquired
company for a minimum of 30 days. For example, the Company has issued, and
expects to issue, approximately 3,829,431 shares of Common Stock in connection
with acquisitions that were recently completed or are Pending Acquisitions
expected to be completed in the near future and that were or will be accounted
for under the pooling-of-interests method of accounting. Such shares will become
freely transferable at the time the Company publicly announces its results of
operations for the second quarter of fiscal 1997, subject to certain volume and
other restrictions of Rule 145(d) of the Securities Act applicable to affiliates
of the acquired companies. In addition, the Company expects to complete
additional acquisitions in the future that will be accounted for under the
pooling-of-interests method. If a significant number of shares of Common Stock
are issued in acquisitions that are consummated in close proximity to each
other, such shares will become freely transferable at the same time. If a large
number of shares are sold by such stockholders in the market as soon as their
shares became freely transferable, the price of the Common Stock could be
adversely affected.

ANTI-TAKEOVER EFFECT OF CERTAIN CHARTER PROVISIONS

The Board of Directors of the Company is empowered to issue preferred stock
without stockholder action. The existence of this "blank-check" preferred stock
could render more difficult or discourage an attempt to obtain control of the
Company by means of a tender offer, merger, proxy contest or otherwise.

11
<PAGE>
PRICE RANGE OF COMMON STOCK

The Common Stock has traded on the Nasdaq National Market since February 15,
1995. On September 27, 1996, the last sale price of the Common Stock was $35.88
per share. On September 17, 1996, there were approximately 423 shareholders of
record of the Company's Common Stock. The following table sets forth the range
of high and low sale prices for the Common Stock, as reported on the Nasdaq
National Market, for the period from February 15, 1995, the date of the
Company's initial public offering, through September 27, 1996.

<TABLE>
<CAPTION>
HIGH LOW
--------- ---------
<S> <C> <C>
FISCAL YEAR 1995
Fourth fiscal quarter.................................................. $ 15.50 $ 10.00(1)
FISCAL YEAR 1996
First fiscal quarter................................................... $ 15.875 $ 10.50
Second fiscal quarter.................................................. $ 18.125 $ 13.50
Third fiscal quarter................................................... $ 26.375 $ 16.25
Fourth fiscal quarter.................................................. $ 40.00 $ 22.00
FISCAL YEAR 1997
First fiscal quarter................................................... $ 45.50 $ 24.50
Second fiscal quarter through September 27, 1996....................... $ 36.00 $ 24.75
</TABLE>

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

(1) Represents the initial public offering price.

DIVIDEND POLICY

The Company does not anticipate paying any cash dividends on its shares of
Common Stock in the foreseeable future, because it intends to retain its
earnings, if any, to finance the expansion of its business and for general
corporate purposes. Any payment of future dividends will be at the discretion of
the Board of Directors and will depend upon, among other things, the Company's
earnings, financial condition, capital requirements, level of indebtedness,
contractual restrictions with respect to the payment of dividends and other
factors that the Company's Board of Directors deems relevant. Further, the
Company's Credit Facility prohibits the payment of dividends without the
lender's consent.

12
<PAGE>
THE SELLING STOCKHOLDER

The following table sets forth information as to the Selling Stockholder,
including: (i) the number and approximate percentage of Shares beneficially
owned as of October 10, 1996, (ii) the number of Shares registered for sale, and
(iii) the number and approximate percentage of Shares to be owned after
completion of the offering.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
BENEFICIAL OWNERSHIP
PRIOR TO OFFERING SHARES AFTER OFFERING
----------------------- REGISTERED FOR ------------------------
NAME SHARES PERCENT SALE HEREUNDER SHARES PERCENT
- ------------------------------------------------------- ---------- ----------- ---------------- --------- -------------
<S> <C> <C> <C> <C> <C>
Quantum Partners LDC................................... 1,650,000 3.9% 1,250,000 400,000 .9%
</TABLE>

This Prospectus is part of a shelf registration statement filed by the
Company with the Commission (the "Shelf Registration Statement") with respect to
the resale of the Shares issued to the Selling Stockholder pursuant to a stock
purchase agreement, dated September 16, 1996, by and between the Company and the
Selling Stockholder. The Company has agreed to use its best efforts to keep such
Shelf Registration Statement effective generally for a period of three years
from the date of issuance or such shorter period (subject to extension under
certain circumstances) that will terminate when (i) all of the Shares covered by
the Shelf Registration Statement have been sold pursuant to the Shelf
Registration Statement or (ii) all of the Shares have been distributed to the
public pursuant to Rule 144 under the Securities Act or are saleable pursuant to
Rule 144 (k) under the Securities Act or (iii) all the Shares have been
transferred otherwise in accordance with the Securities Act such that the holder
thereof has Shares that may be freely and publicly resold without registration.

13
<PAGE>
PLAN OF DISTRIBUTION

The Shares offered hereby may be sold by the Selling Stockholders or by
pledges, donees, transferees or other successors in interest. Such 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 one or
more of the following methods, without limitation: (a) a block trade in which
the broker or dealer so engaged will attempt to sell the Shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this Prospectus; (c) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
(d) an exchange distribution in accordance with the rules of such exchange; and
(e) face-to-face transactions between sellers and purchasers without a
broker-dealer. In effecting sales, brokers or dealers engaged by the Selling
Stockholder may arrange for other brokers or dealers to participate. Such
brokers or dealers may receive commissions or discounts from the Selling
Stockholder in amounts to be negotiated immediately prior to the sale (which
commissions may be in excess of customary commissions in the case of specialized
selling efforts). Such brokers or dealers and any other participating brokers or
dealers may be deemed to be "underwriters" within the meaning of the Securities
Act, in connection with such sales. In addition, any securities covered by this
Prospectus may be sold in private transactions or under Rule 144 rather than
pursuant to this Prospectus.

Upon the Company's being notified by the Selling Stockholder that any
material arrangement has been entered into with a broker or dealer for the sale
of Shares through a secondary distribution, or a purchase by a broker or dealer,
a supplemented Prospectus will be filed, if required, pursuant to Rule 424(c)
under the Securities Act, disclosing (a) the name of each such broker-dealer(s),
(b) the number of Shares involved, (c) the price at which such Shares were sold,
(d) the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable, (e) that such broker-dealer(s) did not
conduct any investigation to verify the information set out or incorporated by
reference in this Prospectus, as supplemented, and (f) other facts material to
the transaction.

The Selling Stockholder and any other person participating in the sale or
distribution of the Shares will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including without
limitation Rules 10b-5 and 10b-7, which provisions may limit the timing of
purchases and sales of any of the Shares by the Selling Stockholder and any
other such person. Furthermore, under Rule 10b-6 under the Exchange Act, any
person engaged in a distribution of Shares may not simultaneously engage in
market-making activities with respect thereto for a period of two business days
prior to the commencement of offers and sales of Shares in such distribution.
All of the foregoing may affect the marketability of the Shares and the ability
of any person or entity to engage in market-making activities with respect to
the Shares.

The Shares are quoted on the Nasdaq National Market under the symbol "OFIS."

The Company has agreed to bear all printing and certain legal, filing and
other similar expenses incident to the Registration Statement, and resale of the
Shares hereunder to the public other than commissions, fees, and discounts of
underwriters, dealer or agents. In addition, the Selling Stockholder and any
underwriter they may utilize will be indemnified by the Company against certain
civil liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

The validity of the issuance of the Shares offered by this Prospectus has
been passed upon for the Company by Morgan, Lewis & Bockius LLP.

14
<PAGE>
EXPERTS

The consolidated financial statements of the Company as of April 30, 1996
and 1995, and for each year in the three year period ended April 30, 1996,
except as they relate to School Specialty, Inc. and Re-Print Corporation,
wholly-owned subsidiaries of the Company, have been audited by Price Waterhouse
LLP, independent accountants, whose report relies upon the reports of Ernst &
Young LLP and BDO Seidman, LLP, and is incorporated herein by reference together
with the reports of Ernst & Young LLP and BDO Seidman, LLP. Such financial
statements have been incorporated by reference in reliance on the reports of
such independent accountants given on the authority of such firms as experts in
auditing and accounting. The consolidated financial statements of Copenhaver
Holdings, Inc. as of and for the year ended September 30, 1994; the financial
statements of Emmons-Napp Office Products, Inc. as of December 31, 1995 and 1994
and for the years then ended; the financial statements of McWhorter Stationery
Co. as of March 31, 1996 and for the year then ended; the financial statements
of Mark's Office Furniture as of March 31, 1996 and for the year then ended; the
financial statements of David's Office Supply and Furniture Company, Inc. as of
May 31, 1996 and for the year then ended; the financial statements of Carolina
Office Equipment Company as of March 31, 1996 and for the year then ended; the
financial statements of WBT Holdings, Inc. (d.b.a. Office Furniture
Distributors) as of December 31, 1995 and for the year then ended; the financial
statements of Mile High Office Supply, Inc. as of December 31, 1995 and 1994 and
for the years then ended; the financial statements of The Office Furniture
Store, Inc. as of December 31, 1995 and for the year then ended; and the
financial statements of Raleigh Office Supply Company, Inc. as of August 31,
1995 and for the year then ended; have been incorporated herein by reference in
reliance on the reports of Price Waterhouse LLP, independent accountants, given
on the authority of said firm as experts in auditing and accounting.

The financial statements of Blue Star as of March 31, 1995 and for the year
ended March 31, 1995 incorporated herein by reference have been so included in
reliance on the report of Price Waterhouse (Auckland, New Zealand), independent
accountants, given on the authority of such firm as experts in auditing and
accounting.

The financial statements of the MISSCO Commercial Division as of March 31,
1995 and 1994, and for the year ended March 31, 1995, the nine-month period
ended March 31, 1994 and the year ended June 30, 1993 have been incorporated
herein by reference in reliance on the reports of KPMG Peat Marwick LLP,
independent certified public accountants, also incorporated herein by reference,
and upon the authority of said firm as experts in auditing and accounting.

The financial statements of Oak Brook Office Supply and Equipment
Corporation as of August 31, 1995 and 1994 and for each of the years then ended
have been incorporated herein by reference in reliance on the report of Crowe,
Chizek and Company LLP, independent accountants, given on the authority of such
firm as experts in auditing and accounting.

The financial statements of U-Bix Business Machines Limited as of June 30,
1995 and 1994 and for the years then ended have been incorporated herein by
reference in reliance on the report of KPMG (Auckland, New Zealand), independent
accountants, given on the authority of such firm as experts in auditing and
accounting.

The financial statements of New Office Plus, Inc. as of December 31, 1995
and for the year then ended, have been incorporated herein by reference in
reliance on the report of Shinners, Hucovski & Co., independent accountants,
given on the authority of such firm as experts in auditing and accounting.

The financial statements of American Loose Leaf/Business Products, Inc. as
of September 30, 1995 and for the year then ended, have been incorporated herein
by reference in reliance on the report of Swink, Fiehler and Hoffman, PC,
independent accountants, given on the authority of such firm as experts in
auditing and accounting.

15
<PAGE>
The financial statements of Re-Print Corporation as of December 31, 1995 and
1994 and for the years then ended, have been incorporated herein by reference in
reliance on the report of BDO Seidman, LLP, independent accountants, given on
the authority of such firm as experts in auditing and accounting

The financial statements of Pear Commercial Interiors as of December 31,
1995 and for the year then ended, have been incorporated herein by reference in
reliance on the report of Ehrhardt Keefe Steiner & Hottman P.C., independent
accountants, given on the authority of such firm as experts in auditing and
accounting.

The financial statements of Arbuckle Foods Inc. as of August 31, 1995 and
for the year then ended, have been incorporated herein by reference in reliance
on the report of Thorne Little, independent accountants, given on the authority
of such firm as experts in auditing and accounting.

The financial statements of Prudential of Florida, Inc. as of December 31,
1995 and for the year then ended, have been incorporated herein by reference in
reliance on the report of Joel S. Baum P.A., independent accountant, given on
the authority of such firm as experts in auditing and accounting.

The financial statements of Wang of New Zealand as of June 30, 1995 and for
the year then ended, have been incorporated herein by reference in reliance on
the report of Ernst & Young (Auckland, New Zealand), independent accountants,
given on the authority of such firm as experts in auditing and accounting.

The financial statements of Whitcoulls Group Limited as of June 30, 1995,
1994, and 1993 and for the years then ended incorporated in this prospectus by
reference from the U.S. Products Company's Current Report on Form 8-K dated July
23, 1996 have been audited by Deloitte Touche Tohmatsu (Auckland, New Zealand),
independent auditors, as stated in their reports, which are incorporated herein
by reference, and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.

The balance sheet of Thompson Book and Supply Company as of December 31,
1995 has been incorporated herein by reference in reliance on the report of
Hamilton & Associates, independent accountants, given on the authority of such
firm in auditing and accounting.

The financial statements of International Interiors, Inc. as of September
30, 1995 and 1994 and for the years then ended have been incorporated herein by
reference in reliance on the report of Petherbridge, Davis & Company, PA,
independent accountants, given on the authority of such firm as experts in
auditing and accounting.

The financial statements of Ausdoc Office Pty Ltd as of June 30, 1996 and
1995 and for the years then ended; the financial statements of Canberra
Wholesale Stationers Pty Ltd as of June 30, 1996 and 1995 and for the years then
ended; the financial statements of H & P Stationery Pty Ltd as of June 30, 1996
and 1995 and for the years then ended; and the financial statements Perth
Stationery Supplies Pty Ltd as of June 30, 1996 and 1995 and for the years then
ended, have been incorporated herein by reference in reliance upon the report of
Day Neilson, independent accountants, given on the authority of such firm as
experts in auditing and accounting.

16
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses (other than underwriting
compensation expected to be incurred) in connection with the offering described
in this Registration Statement. All of such amounts (except the SEC Registration
Fee) are estimated.

<TABLE>
<S> <C>
SEC Registration Fee............................................ $3,538.34
Printing and Engraving Costs.................................... $ 5,000
Legal Fees and Expenses......................................... $ 10,000
Accounting Fees and Expenses.................................... $ 5,000
Miscellaneous................................................... $ 5,000
---------
Total........................................................... $28,538.34
---------
---------
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's By-laws provide that the Company shall, to the fullest extent
permitted by Section 145 of the General Corporation Law of the State of
Delaware, as amended from time to time, indemnify all persons whom it may
indemnify pursuant thereto.

Section 145 of the General Corporation Law of the State of Delaware permits
a corporation, under specified circumstances, to indemnify its directors,
officers, employees or agents against expenses (including attorney's fees),
judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the corporation, if such directors, officers, employees
or agents acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.

Article Eight of the Company's Amended and Restated Certificate of
Incorporation provides that the Company's directors will not be personally
liable to the Company or its stockholders for monetary damages resulting from
breaches of their fiduciary duty as directors except (a) for any breach of the
duty of loyalty to the Company or its stockholders, (b) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (c) under Section 174 of the General Corporation Law of the State of
Delaware, which makes directors liable for unlawful dividends or unlawful stock
repurchases or redemptions or (d) for transactions from which directors derive
improper personal benefit.

II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

<TABLE>
<CAPTION>
DESCRIPTION
- -----------
<C> <S>
5.1 Opinion of Morgan Lewis & Bockius LLP
23.1(a) Consent of Price Waterhouse LLP
23.1(b) Consent of Price Waterhouse
23.2 Consent of Ernst & Young LLP
23.2(a) Consent of KPMG Peat Marwick LLP
23.3(b) Consent of KPMG
23.4 Consent of Crowe, Chizek and Company LLP
23.5 Consent of Swink, Fiehler & Hoffman, P.C.
23.6 Consent of Shinners, Hucovski & Company
23.7(b) Consent of BDO Seidman, LLP
23.8 Consent of Thorne Little
23.9 Consent of Ehrhardt Keefe Steiner & Hottman PC
23.10 Consent of Ernst & Young
23.11 Consent of Joel S. Baum P.A.
23.12 Consent of Hamilton & Associates
23.13 Consent of Petherbridge, Davis & Company, P.A.
23.14 Consent of Deloitte Touche Tohmatsu
23.15(a) Consent of Day Neilson
23.15(b) Consent of Day Neilson
23.15(c) Consent of Day Neilson
23.15(d) Consent of Day Neilson
23.16 Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
</TABLE>

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

ITEM 17. UNDERTAKINGS

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 provisions described in Item 14, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

The undersigned Registrant hereby undertakes: (1) To file, during any period
in which any offers or sales are being made, a post-effective amendment to the
registration statement:

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

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total

II-2
<PAGE>
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

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

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply of the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.

(2) That for the purpose of determining any liability under the Act each
such post-effective amendment may be deemed to be a new registration statement
relating to the securities being offered therein and the offering of such
securities at the time may 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 which are being registered which remain unsold at the
termination of the offering.

(4) 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.

II-3
<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-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Washington, District of Columbia, on October 10,
1996.

U.S. OFFICE PRODUCTS COMPANY

By: /s/ JONATHAN J. LEDECKY
-----------------------------------
Name: Jonathan J. Ledecky
Title: CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Act of 1933, this amendment
to the Registration Statement has been signed below by the following persons on
behalf of the Registrant, U.S. Office Products Company, in the capacities and on
the dates indicated.

Each person whose signature appears below hereby authorizes and constitutes
Jonathan J. Ledecky and Martin S. Pinson, and each of them singly, his true and
lawful attorneys with full power to them, and each of them singly, to sign for
him and in his name in the capacities indicated below and file any and all
amendments (including post-effective amendments) to this Registration Statement,
and he hereby ratifies and confirms his signature as it may be signed by said
attorneys, or any of them, to any and all such amendments.

<TABLE>
<CAPTION>
CAPACITY IN
SIGNATURE WHICH SIGNED DATE
- ------------------------------------------------------ ------------------------------------ -------------------
<S> <C> <C>
/s/ JONATHAN J. LEDECKY Chairman of the Board and Chief
------------------------------------------- Executive Officer (Principal October 10, 1996
Jonathan J. Ledecky Executive Officer)
/s/ DONALD H. PLATT Chief Financial Officer (Principal
------------------------------------------- Financial Officer and Principal October 10, 1996
Donald H. Platt Accounting Officer)
/s/ TIMOTHY J. FLYNN
------------------------------------------- Director October 10, 1996
Timothy J. Flynn

/s/ THOMAS J. REASER
------------------------------------------- Director October 10, 1996
Thomas J. Reaser

------------------------------------------- Director October , 1996
John K. Burgess

/s/ JACK L. BECKER, JR.
------------------------------------------- Director October 10, 1996
Jack L. Becker, Jr.

/s/ CLIFTON B. PHILLIPS
------------------------------------------- Director October 10, 1996
Clifton B. Phillips

------------------------------------------- Director October , 1996
Milton H. Kuyers
</TABLE>

II-4
<PAGE>
<TABLE>
<CAPTION>
CAPACITY IN
SIGNATURE WHICH SIGNED DATE
- ------------------------------------------------------ ------------------------------------ -------------------
<S> <C> <C>
------------------------------------------- Director October 10, 1996
Allon H. Lefever

/s/ EDWARD J. MATHIAS
------------------------------------------- Director October 10, 1996
Edward J. Mathias

/s/ JOHN A. QUELCH
------------------------------------------- Director October 10, 1996
John A. Quelch

/s/ DAVID C. GEZON
------------------------------------------- Director October 10, 1996
David C. Gezon

------------------------------------------- Director October , 1996
David C. Copenhaver

/s/ MARK A. SORGENFREI
------------------------------------------- Director October 10, 1996
Mark A. Sorgenfrei
</TABLE>

II-5
<PAGE>
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
DESCRIPTION
- -----------

<C> <S>
5.1 Opinion of Morgan, Lewis & Bockius LLP

23.1(a) Consent of Price Waterhouse LLP

23.1(b) Consent of Price Waterhouse

23.2 Consent of Ernst & Young LLP

23.3(a) Consent of KPMG Peat Marwick LLP

23.3(b) Consent of KPMG

23.4 Consent of Crowe, Chizek and Company LLP

23.5 Consent of Swink, Fiehler & Hoffman, P.C.

23.6 Consent of Shinners, Hucovski & Company

23.7 Consent of BDO Seidman LLP

23.8 Consent of Thorne Little

23.9 Consent of Ehrhardt Keefe Steiner & Hottman PC

23.10 Consent of Ernst & Young

23.11 Consent of Joel S. Baum P.A.
13.12 Consent of Hamilton & Associates

23.13 Consent of Petherbridge, Davis & Company, P.A.

23.14 Consent of Deloitte Touche Tohmatsu

23.15(a) Consent of Day Neilson

23.15(b) Consent of Day Neilson

23.15(c) Consent of Day Neilson

23.15(d) Consent of Day Neilson

23.16 Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5.1)

24.1 Power of Attorney (included on signature page)
</TABLE>

<PAGE>

October 11, 1996

U.S. Office Products Company
1440 New York Avenue, N.W.
Suite 310
Washington, D.C. 20005

Re: Sale of Shares of Common Stock Pursuant to
REGISTRATION STATEMENT ON FORM S-3

Gentlemen:

We have acted as counsel to U.S. Office Products Company, a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), of a Registration Statement on Form S-3 (the
"Registration Statement") relating to the offering to the public by Quantum
Partners LDC or by pledgees, donees, transferees or other successors in interest
thereof, of 1,250,000 shares of Common Stock (the "Shares"). Except as otherwise
defined herein, capitalized terms are used herein as defined in the Registration
Statement.

For purposes of our opinion, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, records,
certificates and other instruments of the Company as in our judgment are
necessary or appropriate for purposes of this opinion.

Based upon the foregoing, we are of the opinion that the Shares, when and to the
extent sold by the Selling Stockholder pursuant to the terms described in the
Registration Statement, will be legally issued,fully paid and non-assessable.

We hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to all references to our firm in the Registration Statement. In
giving such consent, we do not hereby admit that we are acting within the
category of persons whose consent is required under Section 7 of the Act and the
rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

<PAGE>
EXHIBIT 23.1(a)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of U.S. Office Products Company of our reports as of
the dates and the related financial statements of the companies listed below
which appear in the Current Reports on Form 8-K dated July 16, 1996 and
September 23, 1996 and in the Registration Statement on Form S-4 (333-1928)
dated March 28, 1996 of U.S. Office Products Company. We also consent to the
reference to us under the heading "Experts" in such Registration Statement.

Company Date
<S> <C>

U.S. Office Products Company May 31, 1996, except as
to the third paragraph of
Note 3, which is as of July
27, 1996 and Note 15 which
is as of July 10, 1996

Raleigh Office Supply Company, Inc. March 8, 1996
Emmons-Napp Office Products, Inc.--
Commercial Division May 15 , 1996
The Office Furniture Store, Inc. August 16, 1996
David's Office Supply July 10, 1996
Carolina Office and Equipment Company July 10, 1996
Mark's Office Furniture June 25, 1996
McWhorter Stationery Company, Inc. July 12, 1996
WBT Holdings, Inc. dba Office
Furniture Distributors July 1, 1996
Mile High Office Supply Company, Inc. July 27, 1996
Copenhaver Holdings, Inc. And Subsidiary August 31, 1995

</TABLE>

PRICE WATERHOUSE LLP
Minneapolis, Minnesota
October 9, 1996

<PAGE>

EXHIBIT 23.1(b)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of U.S. Office Products Company of our report dated
August 4, 1995 except as to Note 12 which is as of December 11, 1995,
relating to the financial statements of Blue Star Group Limited which appears
in the Registration Statement on Form S-4 (333-1928) dated March 28, 1996 of
U.S. Office Products Company. We also consent to the reference to us under
the heading "Experts" in such Registration Statement.

PRICE WATERHOUSE
Auckland, New Zealand
October 9, 1996

<PAGE>
EXHIBIT 23.2

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of U.S. Office Products Company of our report
dated February 2, 1996, relating to the financial statements of School
Specialty, Inc, which report appears in the Current Report on Form 8-K dated
September 23, 1996 of U.S. Office Products Company. We also
consent to the reference to us under the captions "Experts" in the
Registration Statement.

Milwaukee, Wisconsin /s/ Ernst & Young LLP
October 9, 1996 ERNST & YOUNG LLP

<PAGE>

EXHIBIT 23.3(a)

CONSENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors
MISSCO Corporation:

We consent to the incorporation by reference in the Form S-3 registration
statement of U.S. Office Products Company of our report dated
June 30, 1995 with respect to the balance sheets of MISSCO Corporation --
Commercial Division as of March 31, 1994 and 1995 and the related statements
of operations, divisional equity (deficit) and cash flows for the year then
ended June 30, 1993, the nine-month period ended March 31, 1994 and the year
then ended March 31, 1995, which report appears in Amendment No. 1 to the
registration statement on Form S-4 (File No. 333-1928) of U.S. Office Products
Company dated March 28, 1996, and to the reference to our firm under the
heading "Experts" in the prospectus.

Jackson, Mississippi /s/ KPMG Peat Marwick LLP
October 8, 1996 KPMG Peat Marwick LLP

<PAGE>

EXHIBIT 23.3(b)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the inclusion in this registration statement on Form S-3
of U.S. Office Products Company of our report dated August 9, 1995, relating
to the financial statements of U-Bix Business Machines Limited, which appear
in the Current Report on Form 8-K dated March 7, 1996 of U.S. Office Products
Company. We also consent to the reference to us under the caption "Experts"
in the Registration Statement.

/s/ KPMG
KPMG
9 October 1996
Aukhland, New Zealand

<PAGE>

EXHIBIT 23.4

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 of U.S. Office Products Company of our report dated
October 26, 1995, relating to the financial statements of Oak Brook Office
Supply and Equipment Corporation, which appear in the Amendment No. 1 to
Registration Statement on Form S-4 (333-1928) dated March 28, 1996 of U.S.
Office Products Company. We also consent to the reference to us under the
caption "Experts" in this Registration Statement.

Oak Brook, Illinois /s/ Crowe, Chizek and Company LLP
October 9, 1996 Crowe, Chizek and Company LLP

<PAGE>

EXHIBIT 23.5

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of U.S. Office Products Company of our report dated
June 26,1996, relating to the financial statements of American Loose
Leaf/Business Products, Inc., which appear in the Current Reports on Form
8-K, dated July 16, 1996 and September 23, 1996 of U.S. Office Products
Company. We also consent to the reference to us under the caption "Experts"
in the Registration Statement.

St. Louis, Missouri
October 9, 1996 /s/ Swink Fiehler & Hoffman

<PAGE>

EXHIBIT 23.6

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of U.S. Office Products Company of our report dated
July 3, 1996, relating to the financial statements of New Office Plus, Inc.,
which appear in the Current Report on Form 8-K, dated July 16, 1996, of U.S.
Office Products Company. We also consent to the reference to us under the
caption "Experts" in the Registration Statement.

/s/ Shinners, Hucovski and Company, S.C.
Shinners, Hucovski and Company, S.C.

<PAGE>

EXHIBIT 23.7

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 Registration Statement of U.S. Office Products Company
of our report dated February 8, 1996, relating to the financial statements of
The Re-Print Corporation which is included in the Current Report on Form 8K
dated July 16, 1996 of U.S. Office Products Company.

We also consent to the reference to us under the caption "Experts" in the
Registration Statement.

/s/ BDO Seidman, LLP
BDO SEIDMAN, LLP

October 10, 1996

<PAGE>

EXHIBIT 23.8

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of U.S. Office Products Company of our report dated
July 5, 1996, relating to the financial statements of Arbuckle Foods, Inc.,
which appear in this Current Report on Form 8-K, dated July 16, 1996, of U.S.
Office Products Company. We also consent to the reference to us under the
caption "Experts" in the Registration Statement.

THORNE LITTLE, Chartered Accountants
Abbotsford, B.C., Canada
October 7, 1996

<PAGE>

EXHIBIT 23.9

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of U.S. Office Products Company of our report dated
July 3, 1996, relating to the financial statements of Pear Commercial
Interiors, Inc. and Subsidiary, which appear in the Current Reports on Form
8-K, dated July 16, 1996 and September 23, 1996 of U.S. Office Products
Company. We also consent to the reference to us under the caption "Experts"
in the Registration Statement.

/s/ Ehrhardt Keefe Steiner & Hottman PC
Ehrhardt Keefe Steiner & Hottman PC

October 9, 1996
Denver, Colorado

<PAGE>

EXHIBIT 23.10

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of U.S. Office Products Company of our report dated
27 July 1995, relating to the consolidated financial statements of Wang New
Zealand Limited as of 30 June 1995 and for the year then ended, which appear
in the Current Report on Form 8-K, dated 16 July 1996 of U.S. Office
Products Company. We also consent to the reference to us under the caption
"Experts" in the Registration Statement

/s/ Ernst & Young

Ernst & Young
Auckland, New Zealand
11 October 1996

<PAGE>

EXHIBIT 23.11

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of U.S. Office Products Company of our report dated
April 17, 1996, relating to the financial statements of Prudential of
Florida, Inc. which appear in the Current Report on Form 8-K, dated July 16,
1996 of U.S. Office Products Company. We also consent to the reference to
us under the caption "Experts" in the Registration Statement.

/s/ Joel Baum P.A.

<PAGE>

EXHIBIT 23.12

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of U.S. Office Products Company of our report dated
July 12, 1996, relating to the balance sheet of Thompson Book and Supply
Company, which appear in the Current Report on Form 8-K, dated July 16, 1996
of U.S. Office Products Company. We also consent to the reference to us
under the caption "Experts" in the Registration Statement.

/s/ Hamilton & Associates, Inc.
October 9, 1996

<PAGE>

EXHIBIT 23.13

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 Registration Statement of U.S. Office Products Company
of our report dated November 10, 1995, except for Notes 10 and 11 which the
date is July 11, 1996, relating to the financial statements of International
Interiors, Inc., which appear in the Current Report on Form 8-K, dated July
16, 1996 and September 23, 1996 of U.S. Office Products Company. We also
consent to the reference to us under the caption "Experts" in the
Registration Statement.

/s/ Petherbridge, Davis & Company, P.A.
Petherbridge, Davis & Company, P.A.
October , 1996

<PAGE>

EXHIBIT 23.14

INDEPENDENT AUDITORS' CONSENT

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of U.S. Office Products Company of our reports dated 7
September 1995 and 16 September 1994, relating to the financial statements of
Whitcoulls Group Limited, which appear in the Current Report on Form 8-K,
dated July 26, 1996 of U.S. Office Products Company. We also consent to
the reference to us under the caption "Experts" in the Registration Statement.

/s/ Deloitte Touche Tohmatsu

DELOITTE TOUCHE TOHMATSU
October 11, 1996
Auckland, New Zealand

<PAGE>

EXHIBIT 23.15(a)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 of U.S. Office Products Company of our report dated 23
September 1996, relating to the financial statements of Perth Stationery
Supplies Pty Ltd, which appear in this Current Report on Form 8-K dated
September 23, 1996 of U.S. Office Products Company. We also consent to the
reference to us under the caption "Experts" in the Registration Statement.

Yours sincerely,

/s/ Graeme Ross

Partner
Day Nielson
Chartered Accountants
Geelong, Australia

10 October 1996

<PAGE>

EXHIBIT 23.15(b)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 of U.S. Office Products Company of our report
dated 23 September 1996, relating to the financial statements of Ausdoc
Stationery Pty Ltd, which appear in this Current Report on Form 8-K dated
September 23, 1996 of U.S. Office Products Company. We also consent to
the reference to us under the caption "Experts" in the
Registration Statement.

Yours sincerely,

/s/ Graeme Ross

Partner
Day Nielson
Chartered Accountants
Geelong, Australia

10 October 1996

<PAGE>

EXHIBIT 23.15(c)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 of U.S. Office Products Company of our report dated
23 September 1996, relating to the financial statements of Canberra Wholesale
Stationers Pty Ltd, which appear in this Current Report on Form 8-K dated
September 23, 1996 of U.S. Office Products Company. We also consent to the
reference to us under the caption "Experts" in the Registration Statement.

Yours sincerely,

/s/ Graeme Ross

Partner
Day Nielson
Chartered Accountants
Geelong, Australia

10 October 1996

<PAGE>

EXHIBIT 23.15(d)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 of U.S. Office Products Company of our report dated
23 September 1996, relating to the financial statements of H&P Stationery
Pty Ltd., which appear in this Current Report on Form 8-K dated September 23,
1996 of U.S. Office Products Company. We also consent to the reference to
us under the caption "Experts" in the Registration Statement.

Yours sincerely,

/s/ Graeme Ross

Partner
Day Nielson
Chartered Accountants
Geelong, Australia

10 October 1996