SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A*

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT

TO RULE § 240.13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Corporate Express N.V.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

Not Applicable

(CUSIP Number)

Kristin A. Campbell

Senior Vice President, General Counsel and Secretary

Staples, Inc.

500 Staples Drive

Framingham, MA 01702

(508) 253-1690

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 25, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.
	1.	Names of Reporting Persons Staples Acquisition B.V.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization The Netherlands
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 24,541,518*
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 24,541,518*
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 24,541,518*
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o N/A
	13.	Percent of Class Represented by Amount in Row (11) 13.4%
	14.	Type of Reporting Person (See Instructions) CO

*  This amount does not include 42,701,904 Ordinary Shares or 46,000,297 depositary receipts of preference shares A in the share capital of Corporate Express N.V. (the “Preference Shares”) that are subject to Irrevocable Undertakings for which Staples Acquisition B.V. does not have voting or dispositive power.  The form of Irrevocable Undertaking for the Ordinary Shares is attached hereto as Exhibit 99.2.  The form of Irrevocable Undertaking for the Preference Shares is attached hereto as Exhibit 99.4.

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CUSIP No.
	1.	Names of Reporting Persons Staples, Inc.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 24,541,518*
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 24,541,518*
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 24,541,518*
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o N/A
	13.	Percent of Class Represented by Amount in Row (11) 13.4%
	14.	Type of Reporting Person (See Instructions) CO

*  This amount does not include 42,701,904 Ordinary Shares or 46,000,297 Preference Shares that are subject to Irrevocable Undertakings for which Staples, Inc. does not have voting or dispositive power.  The form of Irrevocable Undertaking for the Ordinary Shares is attached hereto as Exhibit 99.2.  The form of Irrevocable Undertaking for the Preference Shares is attached hereto as Exhibit 99.4.

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This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on June 16, 2008, as amended on June 17, 2008 (the “Schedule 13D”), relating to the beneficial ownership by Staples, Inc. (“Staples”) and Staples Acquisition B.V. (“Staples Acquisition”) of the Ordinary Shares, nominal value of EUR 1.20 per share (the “Shares”) of Corporate Express N.V., a public limited liability company incorporated under the laws of The Netherlands (the “Issuer”), having its statutory seat in Maastricht and its registered office at Hoogoorddreef 62, 1101 BE Amsterdam Zuidoost, The Netherlands. 

Staples and Staples Acquisition are filing this Amendment No. 2 to provide information concerning the Irrevocable Undertakings that Staples Acquisition entered into on June 25, 2008 relating to depositary receipts of preference shares A with a nominal value of EUR 1.20 each in the share capital of the Issuer (the “Preference Shares”).  Capitalized terms used and not defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D.  Unless specifically amended in this Amendment No. 2, the disclosures set forth in the Schedule 13D shall remain unchanged.

Item 1.	Security and Issuer
Item 2.	Identity and Background
Item 3.	Source and Amount of Funds or Other Consideration
Item 4.	Purpose of Transaction
Item 5.	Interest in Securities of the Issuer
Item 5 is hereby restated in its entirety as follows:
(a)-(b)  The number of Shares that may be deemed beneficially owned by Staples Acquisition for purposes of Section 13(d) of the Exchange Act is 24,541,518, which represents 13.4% of the outstanding Shares.  This percentage is based upon 182,901,621 Shares outstanding as of March 31, 2008 as listed in the register of The Netherlands Authority for Financial Markets (“AFM”).  Staples and Staples Acquisition have sole power to control the vote of 24,541,518* Shares and sole power to dispose of 24,541,518* Shares.
	(c)           See Item 6 (d)           Not applicable (e)           Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is hereby amended and supplemented by adding the following at the end thereof:
Preference A Irrevocable Undertakings On June 25, 2008, Staples Acquisition entered into Irrevocable Undertakings relating to the Preference Shares (the “Preference A Irrevocables”) with certain shareholders of the Issuer.

*              This amount does not include 42,701,904 Ordinary Shares or 46,000,297 Preference Shares that are subject to Irrevocable Undertakings for which neither Staples nor Staples Acquisition has voting or dispositive power.  The form of Irrevocable Undertaking for the Ordinary Shares is attached hereto as Exhibit 99.2.  The form of Irrevocable Undertaking for the Preference Shares is attached hereto as Exhibit 99.4.

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Pursuant to the Preference A Irrevocables, the shareholders agreed to tender their Preference Shares into the Offer.

The Preference A Irrevocables are identical in all material respects and the form of Preference A Irrevocable is attached hereto as Exhibit 99.4. The following table lists each shareholder who entered into a Preference A Irrevocable, and the number of Preference Shares of each shareholder that are subject to the Preference A Irrevocable:

Shareholder	Shares
Kempen Capital Management N.V./Kempen Bewaarder Beleggingsfond ‘de Zonnewijser’ B.V	15,348,048
ING AM Insurance Companies B.V.	16,104,350
Fortis Verzekeringen Nederland N.V.	14,547,899

Item 7.	Material to be Filed as Exhibits
Item 7 is hereby amended and supplemented by adding the following at the end thereof:

Exhibit 99.4 Form of Preference A Irrevocable

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 is true, complete and correct.

Dated: June 30, 2008
STAPLES ACQUISITION B.V.
By:	/s/ Christine Komola
	Name:			Christine Komola
	Title:		Director
STAPLES, INC.
By:	/s/ Kristin Campbell
	Name:			Kristin Campbell
	Title:		Senior Vice President, General
		Counsel and Secretary

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EX-99.4

Exhibit 99.4

IRREVOCABLE UNDERTAKING

This Agreement is made this twenty-fifth day of June 2008.

BETWEEN:

(1)STAPLES ACQUISITION B.V., a company incorporated under the laws of The Netherlands, having its statutory seat in Amsterdam, The Netherlands (“Staples”); and

(2)[·], a company incorporated under the laws of [·], having its office address at [·] ([·]) (the “Shareholder”).

WHEREAS:

(A)Staples made a public offer to acquire inter alia all the issued and outstanding depositary receipts of preference shares A in the share capital of Corporate Express N.V. (the “Company”) with a nominal value of EUR 1.20 each (the “Preference Shares”) against a consideration in cash of EUR 3.15 per Preference Share (the “Offer”), as set out in the offer memorandum (the “Offer Document”) as published on 19 May 2008, as amended from time to time;

(B)The Shareholder holds [·] Preference Shares (the “Subject Shares”).

(C)Staples wishes to secure the tender by the Shareholder in the Offer of the Subject Shares and intends to increase its offer price for each Preference Share to EUR [·] (the “Increased Offer Price”).

NOW IT IS HEREBY AGREED AS FOLLOWS:

1.IRREVOCABLE UNDERTAKING

1.1Subject to the terms of this Agreement the Shareholder hereby undertakes and agrees to accept the Offer and to tender the Subject Shares under the Offer.

1.2The Shareholder hereby confirms and represents to Staples that:

1.2.1the Shareholder owns and holds and has the power to accept the Offer and to tender under the Offer the Subject Shares;

1.2.2it has all relevant power and authority to enter into this Agreement and to consummate the transactions contemplated hereby (including the acceptance of the Offer in respect of the Subject Shares) and there are no restrictions or limitations pertaining thereto;

1.2.3it does not hold any other Preference Shares or any rights to subscribe, purchase or otherwise acquire any other Preference Shares; and

1.2.4other than specifically provided for in this Agreement, it is not relying on any representation or warranty from Staples or any of its affiliates, directors, employees or advisors.

1.3The Shareholder’s irrevocable acceptance of the Offer in respect of the Subject Shares shall be made ultimately on Thursday 26 June 2008.

1.4The Subject Shares shall be tendered with full title guarantee free from any charge, pledge, lien, restriction, right of first refusal, right of pre-emption, or other encumbrance or security interest, or another type of preferential arrangement having similar effect (collectively, “Liens”) and shall be delivered with all rights attaching to the Subject Shares at the date of settlement of the Offer as described in the Offer Document.

1.5Unless and until the Offer lapses or is withdrawn, the Shareholder will, unless specifically permitted by this Agreement, not:

1.5.1sell, transfer, grant any option over or otherwise dispose of, or bring about a transaction in, any of the Subject Shares or any interest in any of the Subject Shares, except under the Offer;  or

1.5.2grant any Lien over or in respect of any of the Subject Shares or any interest in any of the Subject Shares; or

1.5.3withdraw the tender referred to in clause 1.1.

2.TERMINATION OF THIS AGREEMENT

This Agreement shall lapse immediately if Staples has not publicly announced that it increased its offer price for each Preference Share to the Increased Offer Price within one (1) business day following the signing of this Agreement;

3.MISCELLANEOUS

3.1Staples warrants that in entering into this Agreement it is acting in conformity with all relevant Dutch and US laws and regulations and that it shall procure that, on the day of the announcement of the Increased Offer Price, the existence of this Agreement shall be made public in a press release published on the website of Staples, Inc.

3.2This Agreement is without prejudice to any relevant legal and regulatory provisions in The Netherlands, the United Kingdom, the United States of America or other relevant jurisdictions regarding inter alia, notification of securities transactions and prevention of insider trading that may apply to Staples and/or the Shareholder.

3.3Each party shall pay its own costs and expenses incurred in the preparation, execution and enforcement of this Agreement.

4.GOVERNING LAW AND JURISDICTION

This Agreement is governed by, and shall be construed in accordance with, the laws of The Netherlands. Any dispute arising out of or in connection with this Agreement

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(including questions in respect of the authority of the arbitrators) will be finally settled by arbitration in accordance with the rules of The Netherlands Arbitration Institute (Nederlands Arbitrage Instituut). The arbitral tribunal will be composed of three arbitrators appointed in accordance with those rules. The place of the arbitration will be Amsterdam, The Netherlands. The arbitral proceedings shall be conducted in the English language. The arbitrators will decide according to the rules of law. This paragraph shall also apply to disputes arising in connection with agreements that are connected with this Agreement, unless the relevant agreement expressly provides otherwise.

AS AGREED AND SIGNED in two counterparts on the date first above written.

STAPLES ACQUISITION B.V.

By:

Title:

[SHAREHOLDER]

By:

Title:

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