EXHIBIT 10.21




                            AMENDMENT No. 1 dated as of December
                    20,   1996   (this   "Amendment")   to   the
                    Competitive  Advance  and  Revolving  Credit
                    Facility  Agreement  dated as of  August  2,
                    1996  (the  "Credit  Agreement"),  among  BT
                    OFFICE  PRODUCTS  INTERNATIONAL,  INC.  (the
                    "Company"),  the Borrowing  Subsidiaries and
                    Guarantors  named in the  Credit  Agreement,
                    the  lenders  named in the Credit  Agreement
                    (the  "Lenders"),  THE CHASE MANHATTAN BANK,
                    as administrative agent (the "Administrative
                    Agent"),   and  ABN  AMRO  BANK   N.V.,   as
                    documentation agent.

                  A.       Pursuant to the Credit Agreement, the Lenders have
agreed to extend credit to the Company, in each case pursuant to
the terms and subject to the conditions set forth therein.

                  B.       The Company has requested that certain provisions
contained in the Credit Agreement be amended as set forth herein.

                  C.       The Lenders are willing to so amend the Credit
Agreement pursuant to the terms and subject to the conditions set
forth herein.

                  Accordingly,  in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby  acknowledged,  the  parties  hereto  agree as follows  (all
capitalized  terms used and not  otherwise  defined  herein  having the meanings
given them in the Credit Agreement as amended hereby):

                  SECTION 1. Amendment to Section 6.08 of the Credit  Agreement.
Section 6.08 of the Credit Agreement is hereby amended and restated as follows:

                           SECTION  6.08.   Consolidated   Leverage  Ratio.  The
         Consolidated Leverage Ratio will not at any time (i) on or before March
         31, 1997 exceed 3.75 to 1.0,  and (ii) after March 31, 1997 exceed 3.25
         to 1.0.

                  SECTION 2. Representations and Warranties. To induce the other
parties hereto to enter into this Amendment, the Company represents and warrants
to each of the Lenders and the Administrative Agent that, after giving effect to
this Amendment,  (a) the  representations and warranties set forth in Article IV
of the Credit  Agreement  are true and correct on and as of the date hereof with
the same  effect  as  though  made on and as of the date  hereof,  except to the
extent such  representations and warranties expressly relate to an earlier date,
and (b) no Default or Event of Default has occurred and is continuing.

                  SECTION 3.  Conditions to Effectiveness.  This Amendment
shall  become  effective on the date that the Administrative Agent shall have



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received  counterparts of this Amendment  that,  when taken  together,  bear the
signatures of the Company and the Required Lenders.

                  SECTION 4. Effect of Amendment.  Except as expressly set forth
herein,  this Amendment  shall not by implication  or otherwise  limit,  impair,
constitute  a waiver of or  otherwise  affect  the rights  and  remedies  of the
Lenders  or  the  Administrative  Agent  or of  the  Company  under  the  Credit
Agreement,  and shall not alter,  modify,  amend or in any way affect any of the
terms, conditions,  obligations, covenants or agreements contained in the Credit
Agreement,  which is ratified and affirmed in all respects and shall continue in
full force and effect.  Nothing herein shall be deemed to entitle the Company to
a consent to, or a waiver,  amendment,  modification  or other change of, any of
the terms,  conditions,  obligations,  covenants or agreements  contained in the
Credit Agreement in similar or different circumstances.

                  SECTION 5. Counterparts. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and  delivered  shall be deemed an original,  but
all such counterparts together shall constitute but one and the same instrument.
Delivery of any executed  counterpart  of a signature  page of this Amendment by
facsimile  transmission shall be as effective as delivery of a manually executed
counterpart hereof.

                  SECTION 6.  Applicable Law.  THIS AMENDMENT SHALL BE GOVERNED
 BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




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                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment to be duly executed by their duly authorized  officers,  all as of the
date and year first above written.


                                       BT OFFICE PRODUCTS INTERNATIONAL,
                                       INC.,



                                       By: /s/ John J. McKiernan
                                         ---------------------------------------
                                         Name:  John J. McKiernan
                                         Title:  Vice President-Finance
                                                 and Administration



                                       Guarantors
                                       ----------

                                       KELLY PAPER COMPANY,



                                       By: /s/ Edward A. Pearson
                                          --------------------------------------
                                          Name:  Edward A. Pearson
                                          Title:  President


                                       BT MONROE OFFICE PRODUCTS, INC.,



                                       By: /s/ Steven A. Frager
                                          --------------------------------------
                                          Name:  Steven A. Frager
                                          Title:  President


                                       BUSINESS ESSENTIALS, INC.
                                       (Minneapolis),



                                       By: /s/ Sharon Re
                                          --------------------------------------
                                          Name:  Sharon Re
                                          Title:  President





                                       -3-

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                                       GENERAL OFFICE SUPPLY COMPANY, INC.,



                                       By: /s/ Terry Palmer
                                         ---------------------------------------
                                         Name:  Terry Palmer
                                         Title:  President


                                       MITCHELL-DIXON OFFICE SUPPLY
                                       COMPANY,



                                       By: /s/ Karen Kendrick
                                          --------------------------------------
                                          Name:  Karen Kendrick
                                          Title:  Vice President and Treasurer


                                       TOTAL OFFICE PRODUCTS & PRINTERS,
                                       INC.,



                                       By: /s/ Paul Zimmerman
                                         ---------------------------------------
                                         Name:  Paul Zimmerman
                                         Title:  President


                                       BUSINESS ESSENTIALS, INC.
                                       (St. Louis),



                                       By: /s/ Richard C. Dubin
                                          --------------------------------------
                                          Name:  Richard C. Dubin
                                          Title:  Vice President





                                       -4-

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                                       APOLLO STATIONERS, INC.



                                       By: /s/ Steve Stadell
                                          --------------------------------------
                                          Name:  Steve Stadell
                                          Title:  President


                                       BT OFFICE PRODUCTS INTERNATIONAL
                                       HOLDINGS, INC.,



                                       By: /s/ John J. McKiernan
                                          --------------------------------------
                                          Name:  John J. McKiernan
                                          Title:  Vice President


                                       BT OPE HOLDINGS, INC.,



                                       By: /s/ John J. McKiernan
                                          --------------------------------------
                                          Name:  John J. McKiernan
                                          Title:  Vice President


                                       CROWN OFFICE PRODUCTS, INC.,



                                       By: /s/ Karen Kendrick
                                          --------------------------------------
                                          Name:  Karen Kendrick
                                          Title:  Vice President and
                                                  Treasurer




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