Exhibit 3.17

                    CERTIFICATE OF AMENDMENT AND RESTATEMENT
                         TO THE CERTIFICATE OF FORMATION
                                       OF
                        CARITHERS-WALLACE-COURTENAY, LLC

1. The name of the limited liability company is CARITHERS-WALLACE-COURTENAY,
LLC, which was formed on April 9, 1998 under the original name of
CARITHERS-WALLACE-COURTENAY, LLC.

2. The Certificate of Formation of the limited liability company is hereby
amended as follows:

    FIRST:    The name of the limited liability company formed hereby is US 
              OFFICE PRODUCTS, GEORGIA DISTRICT, LLC.

   SECOND:    The address of the company's registered office in the State of 
              Delaware is 1209 Orange Street, City of Wilmington, County of
              New Castle. The name of the company's registered agent as such
              address is The Corporation Trust Company.

    THIRD:    The purpose of the company is to engage in any lawful act or
              activity for which a limited liability company may be organized
              under the Delaware Limited Liability Company Act.

   FOURTH:    No member of the company shall be obligated personally for any  
              debt, obligation or liability of the company solely by reason of
              being a member of the company. The failure to observe any
              formalities relating to the business or affairs of the company
              shall not be grounds for imposing personal liability on any member
              for the debts, obligations or liabilities of the company.

    FIFTH:    The company reserves the right to amend or repeal any provision
              contained herein in the manner now or hereafter prescribed by law.

3. This Certificate of Amendment and Restatement shall be effective on October
1, 1998.



IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment
and Restatement of Carithers-Wallace-Courtenay, LLC this Twenty-Fifth day of
September, 1998.


                               U.S. OFFICE PRODUCTS COMPANY
                               Its Sole Member

                               By:      /s/ Mark D. Director
                                  ---------------------------------------------
                                  Mark D. Director
                                  Executive Vice President - Administration