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                                                                     Exhibit 3.1



                            CERTIFICATE OF AMENDMENT

                                       OF
                                        
                     RESTATED CERTIFICATE OF INCORPORATION
                                        


                                     *****




     Office Depot, Inc., a corporation organized and existing under and by 
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY 
CERTIFY:

     FIRST:  That at a meeting of the Board of Directors of July 10, 1998 
resolutions were duly adopted setting forth a proposed amendment to the 
Restated Certificate of Incorporation of said corporation, declaring said 
amendment to be advisable and calling a meeting of the stockholders of said 
corporation for consideration thereof. The resolution setting forth the 
proposed amendment is as follows:


     RESOLVED, That the Restated Certificate of Incorporation of this
     corporation be amended by changing Section 4.1 thereof so that, as amended
     said section shall be and read as follows:

          "4.1 Capital Stock. The total number of shares of capital stock which
     the corporation has authority to issue is 800 million shares of Common
     Stock, par value of $0.01 per share, and 1 million shares of Preferred
     Stock, par value of $0.01 per share."

     SECOND: That thereafter, pursuant to resolution of the Board of Directors, 
a special meeting of the stockholders of said corporation was duly called and 
held, upon notice in accordance with Section 222 of the General Corporation Law 
of the State of Delaware, at which meeting the necessary number of shares as 
required by statute were voted in favor of the amendment.

     THIRD: That said amendment was duly adopted in accordance with the 
provisions of Section 242 of the General Corporation Law of the State of 
Delaware.