Exhibit 3.43

                             ARTICLES OF RESTATEMENT

                              WITH CERTIFICATE FOR

                       RESTATED ARTICLES OF INCORPORATION

                              (STOCK CORPORATIONS)

                           ARTICLES OF RESTATEMENT OF

                             J.H. WHITLEY CO., INC.

                                       ONE

The name of the corporation is:  J.H. WHITLEY CO., INC.

                                       TWO

The Articles of Incorporation are amended and restated in their entirety as
follows:

         1.       The name of the corporation is: US Office Products,
                  Mid-Atlantic District, Inc.

         2.       The number and class of shares the corporation is authorized
                  to issue is: 1,000 shares of common stock, without par value.

         3.       The corporation is organized for the purpose of engaging in
                  all lawful corporate activities authorized by the laws of the
                  Commonwealth of Virginia.

         4.       The existence of the corporation shall be perpetual.

                                      THREE

The restatement and amendments were submitted to the shareholders by the Board
of Directors for approval, and the shareholders approved such restatements and
amendments .





Notice accompanied by a copy of the restatement identifying the amendments to
       be made was given to each shareholder in accordance with the provisions
       of Chapter 9 of Title 13.1 of the Code of Virginia.

       A quorum existed for each voting group entitled to vote separately on
       the restatement and amendments.

IN WITNESS WHEREOF, said J.H. Whitley Co., Inc. has caused this Amended and
Restated Certificate of Incorporation to be signed by Kathleen M. Delaney, its
Vice President, this Twenty-Fifth day of September, 1998.

                                            J. H. WHITLEY CO., INC.

                                            By:  /s/  Kathleen M. Delaney
                                               --------------------------
                                                  Vice President