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                                                                     EXHIBIT 4.2

                         CERTIFICATE OF DETERMINATION

                                       of

                 SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                       of

                          VIKING OFFICE PRODUCTS, INC.

                        (Pursuant to Section 401 of the
              General Corporation Law of the State of California)

                         _____________________________


     The undersigned hereby certify that:

     1.   They are the chairman of the Board and Secretary, respectively, of
Viking Office Products, Inc., a California corporation.

     2.   The following resolution was adopted by the Board of Directors of the
Corporation as required by Section 401 of the General Corporation Law of the
State of California at a meeting duly called and held on January 20, 1997.

     RESOLVED, that pursuant to the authority granted to and vested in the Board
of Directors of this Corporation (hereinafter called the "Board of Directors" or
                                                          ------------------    
the "Board") in accordance with the provisions of the Articles of Incorporation,
     -----                                                                      
the Board of Directors hereby creates a series of Preferred Stock, no par value
(the "Preferred Stock"), of the Corporation and hereby states the designation
      ---------------                                                        
and number of shares, and fixes the relative rights, preferences, and
limitations thereof as follows:

     Series A Junior Participating Preferred Stock:

     Section 1.  Designation and Amount.  The shares of such series shall be
                 ----------------------                                     
designated as "Series A Junior Participating Preferred Stock" (the "Series A
                                                                    --------
Preferred Stock") and the number of shares constituting the Series A Preferred
---------------                                                               
Stock shall be 600,000.  Such number of shares may be increased or decreased by
resolution of the Board of Directors; PROVIDED, that no decrease shall reduce
the number of shares of Series A Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Stock.

     Section 2.  Dividends and Distributions.
                 --------------------------- 

          (A) Subject to the rights of the holders of any shares of any series
     of Preferred Stock (or any similar stock) ranking prior and superior to the
     Series A Preferred Stock with respect to dividends, the holders of shares
     of Series A Preferred Stock, in preference to the holders of Common Stock,
     no par value (the "Common Stock"), of the Corporation, and of any other
                        ------------                                        
     junior stock, shall be entitled to receive, when, as and if declared by the
     Board of Directors out of funds legally available for the purpose,
     quarterly dividends payable in cash on or about the first day of March,
     June, September and December in each year (each such date being referred to
     herein

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     as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly
           -------------------------------                                     
     Dividend Payment Date after the first issuance of a share or fraction of a
     share of Series A Preferred Stock, in an amount per share (rounded to the
     nearest cent) equal to the greater of (a) $1.00 or (b) subject to the
     provision for adjustment hereinafter set forth, 200 times the aggregate per
     share amount of all cash dividends, and 200 times the aggregate per share
     amount (payable in kind) of all non-cash dividends or other distributions,
     other than a dividend payable in shares of Common Stock or a subdivision of
     the outstanding shares of Common Stock (by reclassification or otherwise),
     declared on the Common Stock since the immediately preceding Quarterly
     Dividend Payment Date, or, with respect to the first Quarterly Dividend
     Payment Date, since the first issuance of any share or fraction of a share
     of Series A Preferred Stock. In the event the Corporation shall at any time
     after the date on which the Preferred Stock Purchase Rights of the
     Corporation are declared by the Board of Directors (the "Rights Declaration
                                                              ------------------
     Date") declare or pay any dividend on the Common Stock payable in shares of
     ----                                                                       
     Common Stock, or effect a subdivision, combination or consolidation of the
     outstanding shares of Common Stock (by reclassification or otherwise than
     by payment of a dividend in shares of Common Stock) into a greater or
     lesser number of shares of Common Stock, then in each such case the amount
     to which holders of shares of Series A Preferred Stock were entitled
     immediately prior to such event under clause (b) of the preceding sentence
     shall be adjusted by multiplying such amount by a fraction, the numerator
     of which is the number of shares of Common Stock outstanding immediately
     after such event and the denominator of which is the number of shares of
     Common Stock that were outstanding immediately prior to such event.

          (B)  The Corporation shall declare a dividend or distribution on the
     Series A Preferred Stock as provided in paragraph (A) of this Section 2
     immediately after it declares a dividend or distribution on the Common
     Stock (other than a dividend payable in shares of Common Stock); provided
     that, in the event no dividend or distribution shall have been declared on
     the Common Stock during the period between any Quarterly Dividend Payment
     Date and the next subsequent Quarterly Dividend Payment Date, a dividend of
     $1.00 per share on the Series A Preferred Stock shall nevertheless be
     payable on such subsequent Quarterly Dividend Payment Date.

          (C)  Dividends shall begin to accrue and be cumulative on outstanding
     shares of Series A Preferred Stock from the Quarterly Dividend Payment Date
     next preceding the date of issue of such shares, unless the date of issue
     of such shares is prior to the record date for the first Quarterly Dividend
     Payment Date, in which case dividends on such shares shall begin to accrue
     from the date of issue of such shares, or unless the date of issue is a
     Quarterly Dividend Payment Date or is a date after the record date for the
     determination of holders of shares of Series A Preferred Stock entitled to
     receive a quarterly dividend and before such Quarterly Dividend Payment
     Date, in either of which events such dividends shall begin to accrue and be
     cumulative from such Quarterly Dividend Payment Date.  Accrued but unpaid
     dividends shall not bear interest.  Dividends paid on the shares of Series
     A Preferred Stock in an amount less than the total amount of such dividends
     at the time accrued and payable on such shares shall be allocated pro rata
     on a share-by-share basis among all such shares at the time outstanding.
     The Board of Directors may fix a record date for the determination of
     holders of shares of Series A Preferred Stock entitled to receive payment
     of a dividend or distribution declared thereon, which record date shall be
     not more than 60 days prior to the date fixed for the payment thereof.

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     Section 3.  Voting Rights.  The holders of shares of Series A Preferred
                 -------------                                              
Stock shall have the following voting rights:

          (A)  Subject to the provision for adjustment hereinafter set forth,
     each share of Series A Preferred Stock shall entitle the holder thereof to
     200 votes on all matters submitted to a vote of the shareholders of the
     Corporation.  In the event the Corporation shall at any time after the
     Rights Declaration Date declare or pay any dividend on the Common Stock
     payable in shares of Common Stock, or effect a subdivision, combination or
     consolidation of the outstanding shares of Common Stock (by
     reclassification or otherwise than by payment of a dividend in shares of
     Common Stock) into a greater or lesser number of shares of Common Stock,
     then in each such case the number of votes per share to which holders of
     shares of Series A Preferred Stock were entitled immediately prior to such
     event shall be adjusted by multiplying such number by a fraction, the
     numerator of which is the number of shares of Common Stock outstanding
     immediately after such event and the denominator of which is the number of
     shares of Common Stock that were outstanding immediately prior to such
     event.

          (B)  Except as otherwise provided herein, in any other Certificate of
     Determination creating a series of Preferred Stock or any similar stock, or
     by law, the holders of shares of Series A Preferred Stock and the holders
     of shares of Common Stock and any other capital stock of the Corporation
     which may from time to time be accorded such voting right shall vote
     together as one class on all matters submitted to a vote of shareholders of
     the Corporation.

          (C) (i)  If at any time dividends on any Series A Preferred Stock
     shall be in arrears in an amount equal to six (6) quarterly dividends
     thereon, the occurrence of such contingency shall mark the beginning of a
     period (herein called a "default period") which shall extend until such
     time when all accrued and unpaid dividends for all previous quarterly
     dividend periods and for the current quarterly dividend period on all
     shares of Series A Preferred Stock then outstanding shall have been
     declared and paid or set apart for payment.  During each default period,
     the holders of Series A Preferred Stock, voting as a class, shall have the
     right to elect two (2) directors.

              (ii) During any default period, such voting right of the holders
          of Series A Preferred Stock may be exercised initially at a special
          meeting called pursuant to subparagraph (iii) of this Section 3(C) or
          at any annual meeting of shareholders, and thereafter at annual
          meetings of shareholders, provided that such voting right shall not be
          exercised unless the holders of ten percent (10%) in number of shares
          of Series A Preferred Stock outstanding shall be present in person or
          by proxy.  The absence of a quorum of the holders of Common Stock
          shall not affect the exercise by the holders of Series A Preferred
          Stock of such voting right.  At any meeting at which the holders of
          Series A Preferred Stock shall exercise such voting right initially
          during an existing default period, they shall have the right, voting
          as a class, to elect two (2) directors and the Common Stock shall have
          the right to elect the remaining directors.  Upon the election of
          directors by the Series A Preferred Stock, the terms of all persons
          who were directors immediately prior hereto shall terminate and the
          directors elected by the Series A Preferred Stock together with those
          elected by the Common Stock shall constitute the directors of the
          Corporation.  After the holders of the Series A Preferred Stock shall
          have exercised their right to elect directors in any default period
          and during the continuance of such period, the number of directors
          shall not be increased or decreased except by

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          vote of the holders of Series A Preferred Stock as herein provided or
          pursuant to the rights of any equity securities ranking senior to or
          pari passu with the Series A Preferred Stock.

               (iii)  Unless the holders of Series A Preferred Stock shall,
          during an existing default period, have previously exercised their
          right to elect directors, the Board of Directors may order, or any
          shareholder or shareholders owning in the aggregate not less than ten
          percent (10%) of the total number of shares of Series A Preferred
          Stock outstanding may request, the calling of a special meeting of the
          holders of Series A Preferred Stock, which meeting shall thereupon be
          called by the President, a Vice President or the Secretary of the
          Corporation. Notice of such meeting and of any annual meeting at which
          holders of Series A Preferred Stock are entitled to vote pursuant to
          this paragraph (C)(iii) shall be given to each holder of record of
          Series A Preferred Stock by mailing a copy of such notice to him at
          his last address as the same appears on the books of the Corporation.
          Such meeting shall be called for a time not earlier than 20 days and
          not later than 60 days after such order or request or in default of
          the calling of such meeting within 60 days after such order or
          request, such meeting may be called on similar notice by any
          shareholder or shareholders owning in the aggregate not less than ten
          percent (10%) of the total number of shares of Series A Preferred
          Stock outstanding. Notwithstanding the provisions of this paragraph
          (C)(iii), no such special meeting shall be called during the period
          within 60 days immediately preceding the date fixed for the next
          annual meeting of the shareholders.

               (iv)   In any default period, the holders of Common Stock and 
          other classes of stock of the Corporation if applicable, shall 
          continue to be entitled to elect the whole number of directors until
          the holders of Series A Preferred Stock shall have exercised their 
          right to elect two (2) directors voting as a class, after the 
          exercise of which right the directors so elected by the holders of 
          Series A Preferred Stock shall continue in office until their 
          successors shall have been elected by such holders or until the 
          expiration of the default period. References in this paragraph (C) 
          to directors elected by the holders of a particular class or classes
          of stock shall include directors elected by such directors to fill 
          vacancies as provided in clause (y) of the foregoing sentence.

               (v)    Immediately upon the expiration of a default period, 
          (x) the right of the holders of Series A Preferred Stock as a class to
          elect directors shall cease, (y) the term of any directors elected by
          the holders of Series A Preferred Stock as a class shall terminate,
          and (z) the number of directors shall be such number as may be
          provided for in the articles of incorporation or bylaws irrespective
          of any increase made pursuant to the provisions of paragraph (C)(ii)
          of this Section 3 (such number being subject, however, to change
          thereafter in any manner provided by law or in the articles of
          incorporation or bylaws). Any vacancies in the Board of Directors
          effected by the provisions of clauses (y) and (z) in the preceding
          sentence may be filled by a majority of the remaining directors.

          (D)  Except as set forth herein, or as otherwise provided by law,
     holders of Series A Preferred Stock shall have no special voting rights and
     their consent shall not be required (except to the extent they are entitled
     to vote with holders of Common Stock and other classes of stock of the
     Corporation, if applicable, as set forth herein) for taking any corporate
     action.

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Section 4. Certain Restrictions.
           -------------------- 

          (A)  Whenever quarterly dividends or other dividends or distributions
     payable on the Series A Preferred Stock as provided in Section 2 are in
     arrears, thereafter and until all accrued and unpaid dividends and
     distributions, whether or not declared, on shares of Series A Preferred
     Stock outstanding shall have been paid in full, the Corporation shall not:

               (i)   declare or pay dividends on, make any other distributions
          on, redeem on or purchase or otherwise acquire for consideration any
          shares of stock ranking junior (either as to dividends or upon
          liquidation, dissolution or winding up) to the Series A Preferred
          Stock;

               (ii)  declare or pay dividends on, or make any other
          distributions on any shares of stock ranking on a parity (either as to
          dividends or upon liquidation, dissolution or winding up) with the
          Series A Preferred Stock, except dividends paid ratably on the Series
          A Preferred Stock and all such parity stock on which dividends are
          payable or in arrears in proportion to the total amounts to which the
          holders of all such shares are then entitled;

               (iii) redeem or purchase or otherwise acquire for consideration
          shares of any stock ranking on a parity (either as to dividends or
          upon liquidation, dissolution or winding up) with the Series A
          Preferred Stock, provided that the Corporation may at any time redeem,
          purchase or otherwise acquire shares of any such on a parity stock in
          exchange for shares of any stock of the Corporation ranking junior
          (either as to dividends or upon dissolution, liquidation or winding
          up) to the Series A Preferred Stock; or

               (iv)  purchase or otherwise acquire for consideration any shares
          of Series A Preferred Stock, or any shares of stock ranking on a
          parity with the Series A Preferred Stock, except in accordance with a
          purchase offer made in writing or by publication (as determined by the
          Board of Directors) to all holders of such shares upon such terms as
          the Board of Directors, after consideration of the respective annual
          dividend rates and other relative rights and preferences of the
          respective series and classes, shall determine in good faith will
          result in fair and equitable treatment among the respective series or
          classes.

          (B)  The Corporation shall not permit any subsidiary of the
     Corporation to purchase or otherwise acquire for consideration any shares
     of stock of the Corporation unless the Corporation could, under paragraph
     (A) of this Section 4, purchase or otherwise acquire such shares at such
     time and in such manner.

     Section 5.  Reacquired Shares.  Any shares of Series A Preferred Stock
                 -----------------                                         
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof.  All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
to be created by resolution or resolutions of the Board of Directors, subject to
the conditions and restrictions on issuance set forth herein, in the
Corporation's Articles of Incorporation, or in any other Certificate of
Determination creating a series of Preferred Stock or any similar stock or as
otherwise required by law.

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     Section 6.  Liquidation, Dissolution or Winding Up.  (A)  Upon any
                 --------------------------------------                
liquidation (voluntary, or otherwise), dissolution or winding up of the
Corporation, no distribution shall be made (1) to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Preferred Stock unless, prior thereto, the holders
of shares of Series A Preferred Stock shall have received $200 per share, plus
an amount equal to accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment (the "Liquidation
                                                           -----------
Preference").  Following the payment of the full amount of the Liquidation
----------                                                                
Preference, no additional distributions shall be made to the holders of shares
of Series A Preferred Stock unless, prior thereto, the holders of shares of
Common Stock shall have received an amount per share (the "Common Adjustment")
                                                           -----------------  
equal to the quotient obtained by dividing (i) the Liquidation Preference by
(ii) 200 (as appropriately adjusted as set forth in subparagraph (C) below to
reflect such events as stock splits, stock dividends and recapitalizations with
respect to the Common Stock) (such number in clause (ii), the "Adjustment
                                                               ----------
Number"). Following the payment of the full amount of the Liquidation Preference
------
and the Common Adjustment in respect of all outstanding shares of Series A
Preferred Stock and Common Stock, respectively, holders of Series A Preferred
Stock and holders of shares of Common Stock shall receive their ratable and
proportionate share of the remaining assets to be distributed in the ratio of
the Adjustment Number to 1 with respect to such Series A Preferred Stock and
Common Stock, on a per share basis, respectively.

     (B) In the event, however, that there are not sufficient assets available
to permit payment in full of the Liquidation Preference and the liquidation
preferences of all other series of stock, if any, which rank on a parity with
the Series A Preferred Stock, then such remaining assets shall be distributed
ratably to the holders of such parity shares in proportion to their respective
liquidation preferences. In the event, however, that there are not sufficient
assets available to permit payment in full of the Common Adjustment, then such
remaining assets shall be distributed ratably to the holders of Common Stock.

     (C) In the event the Corporation shall at any time after the Rights
Declaration Date declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision, combination or consolidation of
the outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the Adjustment Number in
effect immediately prior to such event shall be adjusted by multiplying such
Adjustment Number by a fraction, the numerator of which is the number of shares
of Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.

     Section 7.  Consolidation, Merger, etc.  In case the Corporation shall
                 --------------------------                                
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series A Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 200 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time after the Rights Declaration Date
declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision, combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser number of shares of
Common Stock, then in each such case the amount set forth in the preceding
sentence with respect to the exchange or change of shares of Series A Preferred
Stock shall be adjusted by multiplying such amount by a fraction, the

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numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

     Section 8.  Ranking.  The Series A Preferred Stock shall rank junior to all
                 -------                                                        
other series of the Corporation's Preferred Stock as to the payment of dividends
and the distribution of assets, unless the terms of any such series shall
provide otherwise.

     Section 9.  Amendment.  The Articles of Incorporation of the Corporation
                 ---------                                                   
shall not be amended in any manner which would materially alter or change the
powers, preferences or special rights of the Series A Preferred Stock so as to
affect them adversely without the affirmative vote of the holders of a majority
or more of the outstanding shares of Series A Preferred Stock, voting together
as a single class.

     Section 10.  Fractional Shares.  Series A Preferred Stock may be issued in
                  -----------------                                            
fractions of a share which, shall entitle the holder, in proportion to such
holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Preferred Stock.

     3.   The number of shares constituting the Series A Preferred Stock shall
be 600,000.  None of the shares of Series A Preferred Stock authorized hereby
has been issued.

     4.   None of the shares of Series A Stock authorized by the Amended and
Restated Articles of Incorporation of this Corporation filed on December 2, 1989
are currently outstanding.

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     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
on our own knowledge.  This declaration was executed on this 18th day of August,
1997, in Los Angeles, California.



                         /s/ Irwin Helford
                         ----------------------
                         Chairman of the Board


                         /s/ Charlotte Wiethoff
                         ----------------------
                         Secretary

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