CERTIFICATE OF AMENDMENT AND RESTATEMENT
                         TO THE CERTIFICATE OF FORMATION
                                       OF
                          MILE HIGH OFFICE SUPPLY, LLC

1. The name of the limited liability company is MILE HIGH OFFICE SUPPLY, LLC,
which was formed on March 30, 1998 under the name MILE HIGH OFFICE SUPPLY, 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 US
                  OFFICE PRODUCTS, COLORADO 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 Mile High Office Supply, 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