Exhibit 3.107

                              AMENDED AND RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                    U.S. OFFICE PRODUCTS SOUTHERN CALIFORNIA
                            ************************


      We, Kathleen M. Delaney, the Vice President, and Mark D. Director, the
Assistant Secretary, of U.S. Office Products Southern California, a corporation
duly organized and existing under the laws of the State of California, do hereby
certify:

      That they are the Vice President and the Assistant Secretary, respectively
of U.S. Office Products Southern California, a California corporation.

      That the articles of incorporation of this corporation were filed by the
Secretary of State on the Thirtieth day of March, 1978.

      That an amended and restatement of the articles of incorporation of this
corporation has been approved by the board of directors.

      That a restatement of the articles of incorporation shall be as said
articles are amended through the date of the filing of this certificate.

      The foregoing amendment and restatement of Articles of Incorporation has
been duly approved by the required vote of shareholders in accordance with
Section 902, California Corporations Code. The total number of outstanding
shares of the corporation is 100. The number of shares voting in favor of the
amendment equaled or exceeded the vote required. The percentage vote required
was more than 50%.

      That the following sets forth the text of the articles of incorporation of
this corporation as amended to the date of this certificate in full:





                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION

                                       OF

                    U.S. OFFICE PRODUCTS SOUTHERN CALIFORNIA

FIRST: That the name of the corporation is US OFFICE PRODUCTS, SOUTHERN
CALIFORNIA DISTRICT, INC.

SECOND: The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporation Code.

THIRD: The total number of shares which the corporation is authorized to issue
is 1,000 shares of Common Stock; all of such shares shall be with no par value.

FOURTH: The duration of this corporation is to be perpetual.



      Each of the undersigned declares under penalty of perjury that the
statements contained in the foregoing certificate are true of their own
knowledge. Executed at 1025 Thomas Jefferson Street, NW, Suite 600 East,
Washington, DC, on September 25, 1998.

                                           /s/ Kathleen M. Delaney
                                           ------------------------------------
                                           Kathleen M. Delaney, Vice President

                                           /s/ Mark D. Director
                                           ------------------------------------
                                           Mark D. Director, Assistant Secretary