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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                AMENDMENT NO. 1
                                       TO

                                  FORM 10-K/A

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934

                    FOR THE FISCAL YEAR ENDED APRIL 24, 1999

                        COMMISSION FILE NUMBER 000-25372

                          U.S. OFFICE PRODUCTS COMPANY

             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                            <C>
                  DELAWARE                                      52-1906050
       (State or Other Jurisdiction of                        I.R.S. Employer
       Incorporation or Organization)                       Identification No.

 1025 THOMAS JEFFERSON STREET, NW SUITE 600E                       20007
              WASHINGTON, D.C.                                  (Zip Code)
  (Address of principal executive offices)
</TABLE>

       Registrant's telephone number, including area code: (202) 339-6700

          Securities registered pursuant to Section 12(b) of the Act:

                                     NONE.

          Securities registered pursuant to Section 12(g) of the Act:

                         COMMON STOCK, PAR VALUE $.001

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                               Yes /X/    No / /

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment of this
Form 10-K.

    The aggregate market value of the voting stock held by nonaffiliates of the
registrant as of July 13, 1999 was $141,043,062.

    As of July 13, 1999, 36,790,874 shares of the Registrant's common stock,
$.001 par value per share, were outstanding.

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    This amendment files the signature page inadvertently omitted from U.S.
Office Products' annual report on form 10K filed July 22, 1999.

                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                U.S. OFFICE PRODUCTS COMPANY

                                BY:  /S/ CHARLES P. PIEPER
                                     -----------------------------------------
                                     Name: Charles P. Pieper
                                     TITLE: CHIEF EXECUTIVE OFFICER
                                     Date: July 14, 1999

    Each person whose signature appears below hereby appoints Charles P. Pieper
and Mark D. Director, and both of them, either of whom may act without the
joinder of the other, as his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments to this
Annual Report on Form 10-K, and to file the same, with all exhibits thereto and
all other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents full power and authority to perform each and
every act and thing appropriate or necessary to be done, as fully and for all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1934, this report has
been signed by the following persons on behalf of the registrant in the
capacities and on the dates indicated.

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<CAPTION>
          SIGNATURE              CAPACITY IN WHICH SIGNED           DATE
------------------------------  ---------------------------  -------------------
<C>                             <S>                          <C>
                                Chairman of the Board and
    /s/ CHARLES P. PIEPER         Chief Executive Officer
------------------------------    (Principal Executive          July 14, 1999
      Charles P. Pieper           Officer)

     /s/ JOSEPH T. DOYLE        Chief Financial Officer
------------------------------                                  July 14, 1999
       Joseph T. Doyle

     /s/ MARK W. CRAWFORD       Chief Accounting Officer
------------------------------                                  July 14, 1999
       Mark W. Crawford

     /s/ KEVIN J. CONWAY        Director
------------------------------                                  July 14, 1999
       Kevin J. Conway

      /s/ FRANK P. DOYLE        Director
------------------------------                                  July 14, 1999
        Frank P. Doyle

      /s/ BRIAN D. FINN         Director
------------------------------                                  July 14, 1999
        Brian D. Finn

   /s/ L. DENNIS KOZLOWSKI      Director
------------------------------                                  July 14, 1999
     L. Dennis Kozlowski

     /s/ MILTON H. KUYERS       Director
------------------------------                                  July 14, 1999
       Milton H. Kuyers

     /s/ ALLON H. LEFEVER       Director
------------------------------                                  July 14, 1999
       Allon H. Lefever

    /s/ EDWARD J. MATHIAS       Director
------------------------------                                  July 14, 1999
      Edward J. Mathias
</TABLE>