Exhibit 3.2

                            Articles of Amendment to
                   the Articles of Amendment and Restatement
                                       of
                            Corporate Express, Inc.


     Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned Corporation hereby adopts the following Articles of Amendment to its
Articles of Incorporation. This Amended Article amends Article IV of the
Corporation's Articles of Amendment and Restatement filed September 30, 1994.


1.   Article Fourth of the Articles of Amendment and Restatement is amended to
     read in full as follows:

                                  ARTICLE IV

                                Shares of Stock

     A.  Authorized Capital Stock.  The aggregate number of shares that the
Corporation shall have authority to issue is three hundred twenty-eight million
(328,000,000), consisting of three hundred million (300,000,000) shares of
common stock ("Common Stock"), par value $.0002 per share, three million
(3,000,000) shares of Non-Voting Common Stock ("Non-Voting Common Stock"), par
value $.0002 per share, and twenty-five million (25,000,000) shares of preferred
stock ("Preferred Stock"), par value $.0001 per share.

     B.  Authority Relative to Undesignated Preferred Stock.  The board of
directors of the Corporation shall be authorized, subject to limitations
prescribed by the Colorado Business Corporation Act and elsewhere herein, to
provide for the issuance of the shares of previously undesignated Preferred
Stock in one or more series, to establish from time to time the number of shares
to be included in such series of previously undesignated Preferred Stock, and to
fix the designation, powers, preferences and rights of each series of previously
undesignated Preferred Stock and the qualifications, limitations or restrictions
thereof.

     C.  Preemptive Rights.  Unless otherwise approved by a resolution of the
Corporation's board of directors, shareholders of the capital stock of the
Corporation shall not have the preemptive right to acquire unissued shares or
securities convertible into such shares or carrying a right to subscribe to or
acquire shares.  Such provision shall apply to both shares outstanding and to
newly issued shares.

     D.  Dividends.  Dividends on outstanding shares of Preferred Stock shall be
paid or declared and set apart for payment before any dividends shall be paid or
declared and set apart for payment of the Common Stock with respect to the same
dividend period.

     E.  Liquidation, Dissolution or Winding Up.  If upon any voluntary or
involuntary

 
liquidation, dissolution or winding up of the Corporation, the assets for
distribution to holders of shares of Preferred Stock of all series shall be
insufficient to pay such holders the full preferential amount to which they are
entitled, then such assets shall be distributed ratably among the shares of all
series of Preferred Stock in accordance with the respective preferential amounts
(including unpaid cumulative dividends, if any) payable with respect thereto.

     F.  Voting.  Each holder of Common Stock shall have one vote on all matters
submitted to shareholders for each share of Common Stock standing in the name of
such holder on the books of the Corporation and entitled to vote, except that in
the election of directors each holder of Common Stock shall be entitled to vote
all of the shareholder's votes for as many persons as there are directors to be
elected.  Each holder of Preferred Stock shall have the voting rights designated
for such Preferred Stock by the board of directors as authorized under Article
IV, Section B hereof. In the election of directors, cumulative voting shall not
be allowed.  Except as otherwise provided herein, and except as otherwise
required by law, all shares of capital stock of the Corporation entitled to vote
shall vote as a single class on all matters submitted to the shareholders.

     G.  Non-Voting Common Stock.  Except as required by the Colorado Business
Corporation Act, each holder of Non-Voting Common Stock shall not be entitled to
vote.  Except for no voting rights, the rights, powers and preferences of the
Non-Voting Common Stock are identical to those of the Common Stock.

     H.  Quorum.  At all meetings of the shareholders, the holders of a majority
of the shares outstanding and entitled to vote shall constitute a quorum.  If a
quorum is present, the affirmative vote of a majority of the shares represented
at the meeting and entitled to vote on the subject matter shall be the act of
the shareholders unless the vote of a greater number or voting by classes is
required by the Colorado Business Corporation Act or these Articles of Amendment
and Restatement.


2.   The foregoing amendment was adopted August 8, 1996.

3.   This Article of Amendment was adopted by the shareholders of the
     Corporation. The number of votes cast by each voting group entitled to vote
     separately on the amendment was sufficient for approval by that voting
     group.


Dated the 21st day of August, 1996.


Corporate Express, Inc.


By:  /s/  Gary M. Jacobs
     ---------------------------------------
     Gary M. Jacobs
     Executive Vice President and Secretary