1
                                               Filed Pursuant to Rule 424(b)(3)
                                               Registration Number 33-63039





                                  45,092 Shares


                                  STAPLES, INC.

                                  Common Stock

                              ---------------------

     The shares of common stock, $0.0006 par value per share (the "Common
Stock"), of Staples, Inc. ("Staples" or the "Company") covered by this
Prospectus are issued and outstanding shares which may be offered and sold, from
time to time, for the account of certain stockholders of the Company (the
"Selling Stockholders"). See "Selling Stockholders." The shares of Common Stock
covered by this Prospectus were issued to the Selling Stockholders in a private
placement made in connection with the acquisition of MICO Business Products,
Inc. by Staples completed on June 1, 1995. All of the shares offered hereunder
are to be sold by the Selling Stockholders. The Company will not receive any of
the proceeds from the sale of the shares by the Selling Stockholders.

     The Selling Stockholders may from time to time sell the shares covered by
this Prospectus on the Nasdaq National Market in ordinary brokerage
transactions, in negotiated transactions, or otherwise, at market prices
prevailing at the time of sale or at negotiated prices. See "Plan of
Distribution." The Common Stock is traded on the Nasdaq National Market under
the symbol SPLS. 

                             ----------------------

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
          COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
            ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
              OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
                       THE CONTRARY IS A CRIMINAL OFFENSE.

                              ---------------------

                  The date of this Prospectus is May 24, 1996.

   2


                              AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company with the Commission pursuant to the informational
requirements of the Exchange Act may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices located at 7
World Trade Center, Suite 1300, New York, New York 10048, and at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such materials also may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. The Common Stock of the Company is traded on the Nasdaq National Market.
Reports and other information concerning the Company may be inspected at the
National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.

     The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the shares of Common Stock offered hereby. This Prospectus does not
contain all the information set forth in the Registration Statement and the
exhibits and schedules thereto, as certain items are omitted in accordance with
the rules and regulations of the Commission. For further information pertaining
to the Company and the shares of Common Stock offered hereby, reference is made
to such Registration Statement and the exhibits and schedules thereto, which may
be inspected without charge at the office of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and copies of which may be obtained from the
Commission at prescribed rates.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by the Company with the Commission are
incorporated herein by reference:

     (1) The Company's Annual Report on Form 10-K for the fiscal year ended
February 3, 1996; and

     (2) The Company's Registration Statement on Form 8-A dated April 7, 1989
registering the Common Stock under Section 12(g) of the Exchange Act.

     All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the termination of the offering of the Common Stock registered hereby
shall be deemed to be incorporated by reference into this Prospectus and to be a


                                       -2-

   3


part hereof from the date of filing such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.

     The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the foregoing documents incorporated by reference into this
Prospectus (without exhibits to such documents other than exhibits specifically
incorporated by reference into such documents). Requests for such copies should
be directed to the Secretary of the Company, 100 Pennsylvania Avenue, P.O. Box
9328, Framingham, Massachusetts 01701-9328; telephone (508) 370-8500.

     Except as otherwise noted, all information in this Prospectus reflects the
three-for-two splits of the Company's Common Stock effected in the form of 50%
stock dividends in December 1993, October 1994, July 1995 and March 1996.

     NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT
RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.


                                       -3-

   4


                                   THE COMPANY

     The Company's executive offices are located at One Research Drive,
Westboro, Massachusetts 01581 (telephone: (508) 370-8500). The Company was
organized in November 1985. As used in this Prospectus, the terms the "Company"
and "Staples" refer to Staples, Inc., a Delaware corporation, and its
subsidiaries.


                                 USE OF PROCEEDS

     The Company will not receive any proceeds from the sale of Common Stock by
the Selling Stockholders.

                                   THE MERGER

     Pursuant to an Agreement and Plan of Merger dated May 11, 1995 (the "Merger
Agreement") by and among Staples, Spectrum Office Products Inc., a wholly-owned
subsidiary of Staples ("Spectrum"), MICO Business Products, Inc. ("MICO") and
the stockholders of MICO, effective June 1, 1995, MICO was merged with and into
Spectrum (the "Merger"). In consideration of the Merger, former stockholders of
MICO received a total of 113,071 shares of Staples Common Stock, including
shares placed in escrow pursuant to the terms of the Merger Agreement.

                              SELLING STOCKHOLDERS

     The Selling Stockholders are former stockholders of MICO. The shares of
Common Stock covered by this Prospectus were issued to the Selling Stockholders
in connection with the acquisition of MICO by Staples. See "The Merger."



     The following table sets forth the number of shares of Common Stock
beneficially owned by each of the Selling Stockholders as of September 1, 1995,
the number of shares to be offered by each of the Selling Stockholders pursuant
to this Prospectus and the number of shares to be beneficially owned by each of
the Selling Stockholders if all of the shares offered hereby are sold as
described herein. Except as provided below, the Selling Stockholders have not
held any positions or offices with, been employed by, or otherwise had a
material relationship with, the Company or any of its predecessors or affiliates
since September, 1992 (other than as stockholders of MICO prior to the Merger
and as stockholders of Staples subsequent to the Merger).


                         Number of             Number of       Number of
                         Shares of             Shares of       Shares of
                        Common Stock            Common       Common Stock
  Name of               Beneficially            Stock        Beneficially
  Selling               Owned as of            Offered        Owned After
Stockholder           September 1, 1995         Hereby         Offering(1)
- -----------           -----------------         ------         -----------

                                                                      
James Herbert(1)          35,602                17,800          17,802



                                       -4-

   5





                                                                        
Arnold Laven(2)           16,741                  8,370            8,371

Dorothy Laven(3)          28,179                 14,089           14,090

James Quackenbush(4)       9,667                  4,833            4,834



- -----------------

(1) James Herbert served in various positions, including Vice President and
director of MICO until June 1995.

(2) Arnold Laven served in various positions, including President and director
of MICO until June 1995. Excludes shares held by Dorothy Laven, Mr. Laven's
wife, with respect to which Mr. Laven disclaims beneficial ownership.

(3) Excludes shares held in escrow pursuant to the terms of the Merger
Agreement. Dorothy Laven served as a director of MICO until June 1995. Excludes
shares held by Arnold Laven, Ms. Laven's husband, with respect to which Ms.
Laven disclaims beneficial ownership.

(4) James Quackenbush served in various positions, including Vice President of
MICO until June 1995.



                              PLAN OF DISTRIBUTION


     Shares of Common Stock covered hereby may be offered and sold from time to
time by the Selling Stockholders. The Selling Stockholders will act
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. Such sales may be made in the over-the-counter
market or otherwise, at prices related to the then current market price or in
negotiated transactions, including pursuant to an underwritten offering or one
or more of the following methods: (a) purchases by the broker-dealer as
principal and resale by such broker or dealer for its account pursuant to this
Prospectus; (b) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; and (c) block trades in which the broker-dealer so
engaged will attempt to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction. The Company has
been advised by the Selling Stockholders that they have not made any
arrangements relating to the distribution of the shares covered by this
Prospectus. In effecting sales, broker-dealers engaged by the Selling
Stockholders may arrange for other broker-dealers to participate. Broker-dealers
will receive commissions or discounts from the Selling Stockholders in amounts
to be negotiated immediately prior to the sale. The Purchase Agreement provides
that the Company will indemnify the Selling Stockholders against certain
liabilities, including liabilities under the Securities Act.



                                       -5-

   6


     In offering the shares of Common Stock covered hereby, the Selling
Stockholders and any broker-dealers and any other participating broker-dealers
who execute sales for the Selling Stockholders may be deemed to be
"underwriters" within the meaning of the Securities Act in connection with such
sales, and any profits realized by the Selling Stockholders and the compensation
of such broker-dealer may be deemed to be underwriting discounts and
commissions. In addition, any shares covered by this Prospectus which qualify
for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to
this Prospectus. None of the shares covered by this Prospectus presently qualify
for sale pursuant to Rule 144.

     The Company has advised the Selling Stockholders that during such time as
they may be engaged in a distribution of Common Stock included herein they are
required to comply with Rules 10b-6 and 10b-7 under the Exchange Act (as those
Rules are described in more detail below) and, in connection therewith, that
they may not engage in any stabilization activity in connection with Staples
securities, are required to furnish to each broker-dealer through which Common
Stock included herein may be offered copies of this Prospectus, and may not bid
for or purchase any securities of the Company or attempt to induce any person to
purchase any Staples securities except as permitted under the Exchange Act. The
Selling Stockholders have agreed to inform the Company when the distribution of
the shares is completed.

     Rule 10b-6 under the Exchange Act prohibits, with certain exceptions,
participants in a distribution from bidding for or purchasing, for an account in
which the participant has a beneficial interest, any of the securities that are
the subject of the distribution. Rule 10b-7 governs bids and purchases made in
order to stabilize the price of a security in connection with a distribution of
the security.

     This offering will terminate on the earlier of (a) the date on which the
shares are eligible for resale pursuant to Rule 144 under the Securities Act or
(b) the date on which all shares offered hereby have been sold by the Selling
Stockholders.


                                  LEGAL MATTERS

     The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Hale and Dorr, Boston, Massachusetts.

                                     EXPERTS

     The consolidated financial statements of Staples at February 3, 1996 and
January 28, 1995, and for each of the three years in the period ended February
3, 1996, incorporated by reference in Staples' Annual Report on Form 10-K for
the year ended February 3, 1996, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference.


                                       -6-

   7


     The financial statements referred to above are incorporated by reference in
reliance upon such reports given upon the authority of such firms as experts in
accounting and auditing.


                                       -7-