New England Business Service Inc – ‘424B3’ on 9/29/99

On:  Wednesday, 9/29/99   ·   Accession #:  205700-99-16   ·   File #:  333-87447

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Prospectus   —   Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                             3     18K 

424B3
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                                                Filed pursuant to Rule 424(B)(3)
                                                      Registration No. 333-87447

PROSPECTUS            
----------            

NEW ENGLAND BUSINESS SERVICE, INC.            

20,000 Shares             
of            
Common Stock            

This prospectus relates to the offering of up to 20,000 shares of     
our common stock.  These shares may be offered and sold from time to            
time by the stockholder identified in this prospectus.  We will not             
receive any of the proceeds from the sale of these shares.  We will             
bear the costs relating to the registration of the shares, which we             
estimate to be $7,700.                                                          

Our common stock is listed on the New York Stock Exchange under       
the symbol "NEB".  On September 24, 1999, the last price of one share           
of our common stock on the NYSE was $29.00                                      

In this prospectus, references to "NEBS", "we", "us" and "our"        
refer to New England Business Service, Inc.                                     

Neither the Securities and Exchange Commission nor any state          
securities commission has approved or disapproved of these securities           
or determined if this prospectus is truthful or complete.  Any                  
representation to the contrary is a criminal offense.                           

The date of this prospectus is September 27, 1999             

You should rely only on the information contained or incorporated     
by reference in this prospectus and in any accompanying prospectus              
supplement.  No one has been authorized to provide you with different           
information.                                                                    

The shares of common stock are not being offered in any               
jurisdiction where the offer is not permitted.                                  

You should not assume that the information in this prospectus or      
any prospectus supplement is accurate as of any date other than the             
date on the front of the documents.                                             

INFORMATION ABOUT NEBS            

NEBS was founded in 1952, incorporated in Massachusetts in 1955       
and reincorporated in Delaware in 1986.  NEBS designs, produces and             
distributes business forms, checks, envelopes, labels, greeting cards,          
signs, stationery and related printed products.  We also distribute             
packaging, shipping and warehouse supplies, software, work clothing             
and other business products.  Our target market is small businesses             
located in the United States, Canada, the United Kingdom and France.            
We promote and sell our products through mail order, direct sales,              
telesales, dealers and the Internet.                                            

WHERE YOU CAN FIND MORE INFORMATION         

We file annual, quarterly and special reports, proxy statements       
and other information with the SEC.  You may read and copy any                  
document that we file at the SEC's public reference room at 450 Fifth           
Street, N.W., Room 1024, Washington, D.C. 20549, and at its regional            
offices at 500 West Madison Street, Suite 1400, Chicago, Illinois               
60661 and at 7 World Trade Center, 13th Floor, New York, New York               
10048.  Please call the SEC at 1-800-SEC-0330 for further information           
on the public reference room.  Our SEC filings are also available to            
you free of charge at the SEC's web site at http://www.sec.gov.  Most           
of our SEC filings are also available to you free of charge at our web          
site at http://www.nebs.com.  These materials can be read at the                
NYSE's offices at 20 Broad Street, New York, New York 10005.                    

The SEC allows us to "incorporate by reference" the information       
we file with them, which means that we can disclose important                   
information to you by referring you to those documents.  The                    
information incorporated by reference is considered to be part of this          
prospectus, and later information filed with the SEC will                       
automatically update and supersede previously filed information,                
including information contained in this document.                               

We incorporate by reference the documents listed below and any        
future filings we make with the SEC under sections 13(a), 13(c), 14 or          
15(d) of the Securities Exchange Act of 1934 until this offering has            
been completed:                                                                 

1. NEBS' Annual Report on Form 10-K for the fiscal year ended         
June 26, 1999.                                                                  

2. The description of NEBS' common stock contained in the             
registration statement on Form 8-A, filed by NEBS on February 2, 1995,          
including any amendment or reports filed for the purpose of updating            
such description.                                                               

424B3
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3. The description of the purchase rights attached to NEBS'           
common stock contained in Amendment No. 1 to the registration                   
statement on Form 8-A, filed by NEBS on February 15, 1995, including            
any amendment or reports filed for the purpose of updating such                 
description.                                                                    

You may request free copies of these filings by writing or            
telephoning us at the following address:                                        

Investor Relations Department                               
New England Business Service, Inc.                          
500 Main Street                                             
Groton, MA 01471                                            
(978) 448-6111                                              

SELLING STOCKHOLDER AND PLAN OF DISTRIBUTION                

We are registering all 20,000 shares on behalf of Richard H.          
Rhoads, who has been a member of NEBS' board of directors since 1970.           
The shares were originally issued to Mr. Rhoads on May 25, 1999 in              
connection with his exercise of a stock option that was granted to him          
under a stock option agreement dated as of July 28, 1989.  The                  
following table contains information regarding Mr. Rhoads's beneficial          
ownership of our common stock as of September 27, 1999.                         

                 Shares                         Shares
                  Beneficially                  Beneficially
                Owned           Shares         Owned
               Prior to         Being          After
Name                         Offering(1)     Offered       Offering(1)          
----                       -------------     -------     -------------          
Richard H. Rhoads             55,537         20,000         35,537              

(1) Amounts represent less than 1% of the outstanding shares.  Amounts          
include (a) 26,000 shares which may be exercised within 60 days of              
September 27, 1999 through the exercise of stock options; and (b)               
1,000 shares owned by Mr. Rhoads's wife individually and 841 shares             
owned by his wife and a co-trustee of a trust for the benefit of Mr.            
Rhoads's children, as to all of which shares Mr. Rhoads disclaims               
beneficial ownership.                                                           

As used in this prospectus, the term "selling stockholder" refers     
to Mr. Rhoads and includes any pledgees, donees, transferees or other           
successors-in-interest selling shares received from Mr. Rhoads as a             
gift or other non-sale-related transfer after the date of this                  
prospectus.                                                                     

The selling stockholder will act independently of NEBS in making      
decisions with respect to the timing, manner and size of each sale.             
The selling stockholder may sell the shares on the NYSE, in private             
transactions or in a combination of these methods of sale.  The                 
selling stockholder may also sell or distribute shares through other            
means if NEBS appropriately amends or supplements this prospectus as            
required to describe the terms of the sale or distribution.  The                
selling stockholder may sell the shares at market prices prevailing at          
the time of sale, at prices related to prevailing market prices, or at          
negotiated or fixed prices.                                                     

In effecting sales, brokers or dealers engaged by the selling         
stockholder may arrange for other brokers or dealers to participate.            

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The selling stockholder will pay commissions or discounts to brokers            
or dealers in amounts to be negotiated immediately before the sale.             
The selling shareholder and any brokers or dealers involved in the              
sale of the shares may be considered to be "underwriters" within the            
meaning of section 2(a)(11) of the Securities Act of 1933.                      
Accordingly, any commissions or discounts received by them may qualify          
as underwriters' compensation under the Securities Act.                         

We will bear the costs relating to the registration of the            
shares, but the selling stockholder will pay any brokerage                      
commissions, discounts or other expenses relating to the sale of the            
shares.                                                                         

In addition to selling the shares under this prospectus, the          
selling stockholder may transfer the shares by gift, or sell the                
shares under Rule 144 of the Securities Act rather than under this              
prospectus, if the transaction meets the requirements of Rule 144.              

LEGAL MATTERS         

The validity of the shares being offered in this prospectus will      
be passed upon for NEBS by Craig Barrows, who is NEBS' General Counsel          
and Secretary.  As of the date of this prospectus, Mr. Barrows is the           
holder of options to purchase 20,000 shares of NEBS' common stock,              
granted pursuant to the NEBS 1997 Key Employee and Eligible Director            
Stock Option and Stock Appreciation Rights Plan, and has 334 shares             
allocated to his account in NEBS' 401(k) Plan.                                  

EXPERTS         

The financial statements and related financial statement schedule     
incorporated in this prospectus by reference from our Annual Report on          
Form 10-K for the fiscal year ended June 26, 1999 have been audited by          
Deloitte & Touche LLP, independent auditors, as stated in their report          
incorporated by reference, and have been so incorporated in reliance            
upon the reports of such firm given upon their authority as experts in          
accounting and auditing.                                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B3’ Filing		Date		First		Last			Other Filings
Filed on:		9/29/99
		9/27/99		1		2
		9/24/99		1
		6/26/99		1		3			10-K405,  11-K
		5/25/99		2
		2/15/95		2					8-A12B/A
		2/2/95		1					8-A12B
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