BMC West Corp · 10-K405 · For 12/31/96

Filed On 3/31/97   ·   SEC File 0-19335   ·   Accession Number 912057-97-11163

Annual Report -- [X] Reg. S-K Item 405   ·   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Form 10-K                                             34     93K 
 2: EX-10.5     Exh 10.5                                               2±     8K 
 3: EX-10.29    Exh 10.29                                              7     22K 
 4: EX-10.30    Exh 10.30                                              8     43K 
 5: EX-10.31    Exh 10.31                                              7     28K 
 6: EX-11.1     Exh 11.1                                               2±     8K 
 7: EX-13.1     Ehxibit 13.1                                          22±    76K 
 8: EX-27       Financial Data Schedule                                2      7K 

10-K405   ·   Form 10-K
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C.  20549 
FORM 10-K 

(X)  Annual report under Section 13 or 15 (d) of the Securities Exchange Act    
of 1934.  For the fiscal year period ended December 31, 1996 or                 

( )  Transition report pursuant to Section 13 or 15(d) of the Securities        
Exchange Act of 1934.  For the Transition period from ________ to _______       

Commission file number 0-19335.                                                 

BMC WEST CORPORATION  

Incorporated in the State of Delaware        I.R.S. Employer Number 94-3050454  

BMC WEST CORPORATION  
1475 Tyrell Lane,  Boise, Idaho  83706  
Telephone:  (208) 331-4410  

Securities registered pursuant to Section 12(b) of the Act:  None               
Securities registered pursuant to Section 12(g) of the Act:                     

Common Stock, $.001 par value 
----------------------------- 
Title of class

Indicate by check mark whether the registrant (1) has filed all reports         
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of   
1934 during the preceding 12 months (or for such shorter period that the        
registrant was required to file such reports), and (2) has been subject to      
such filing requirements for the past 90 days.                                  
Yes   X    No       
   -----     -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item      
405 of Regulation S-K is not contained herein, and will not be contained, to    
the best of registrant's knowledge, in definitive proxy or information          
statements incorporated by reference in Part III of this Form 10-K or any       
amendment to this Form 10-K.   X                                                
-----                 

The aggregate market value of the voting stock held by non-affiliates of the    
registrant, computed by reference to the price at which the stock was sold,     
or the average bid and asked prices of such stock, as of the close of           
business on March 17, 1997 was $115,888,388.*                                   

*  Excludes 2,557,917 shares of Common Stock held by directors,             
officers, and holders of more than 5% of the Company's shares         
outstanding at March 17, 1997.  Exclusion of shares held by any       
person should not be construed to indicate that such person           
possesses the power, direct or indirect, to direct or cause the       
direction of the management or policies of the Registrant, or that    
such person is controlled by or under common control with the         
Registrant.                                                           

                                        Shares Outstanding
     Class                              as of March 17, 1997
     -----                              --------------------
Common Stock                                      
$.001 par value                         11,821,413

DOCUMENTS INCORPORATED BY REFERENCE 

Listed hereunder are the documents any portions of which are                    
incorporated by reference and the Parts of this Form 10-K into                  
which such portions are incorporated:                                           

1.   The registrant's annual report for the fiscal year ended                   
December 31, 1996, portions of which are incorporated by              
reference into Parts II and IV of this Form 10-K, and                 

2.   The registrant's definitive proxy statement dated March 28,                
1997, for use in connection with the annual meeting of                
shareholders to be held on May 13, 1997, portions of which            
are incorporated by reference into Part III of this Form 10-K.        

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BMC WEST CORPORATION    
TABLE OF CONTENTS   

PART I  

Item                                                                  Page      
----                                                                  ----      

1.   Business                                                            1      

2.   Properties                                                         13      

3.   Legal Proceedings                                                  17      

4.   Submission of Matters to a Vote of Security Holders                17      

PART II 

5.   Market for Registrant's Common Stock and Related                           
Stockholder Matters                                                18 

6.   Selected Financial Data                                            19      

7.   Management's Discussion and Analysis of Financial                          
Condition and Results of Operations                                20 

8.   Financial Statements and Supplementary Data                        20      

9.   Changes in and Disagreements With Accountants                              
on Accounting and Financial Disclosure                             20 

PART III  

10.  Directors and Executive Officers of the Registrant                 21      

11.  Executive Compensation                                             21      

12.  Security Ownership of Certain Beneficial Owners and                        
Management                                                         21 

13.  Certain Relationships and Related Transactions                     21      

PART IV   

14.  Exhibits, Financial Statement Schedules, and                               
Reports on Form 8-K                                                28 

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PART I.   

ITEM 1.   BUSINESS                                                              

BMC West Corporation ("BMC West" or the "Company") is a leading regional        
distributor and retailer of building materials in the Western United States,    
selling primarily to professional contractors, as well as to project-oriented   
consumers.  In addition to distributing products from manufacturers, the        
Company conducts value-added conversion activities which include pre-hanging    
doors, fabricating roof trusses, pre-assembling windows and pre-cutting         
lumber to meet customer specifications.  The Company operates 53 building       
materials centers located in Arizona, California, Colorado, Idaho, Montana,     
Nevada, Oregon, Texas, Utah, and Washington.  Value-added activities            
are conducted at 41 separate facilities, most of which are located at           
building materials sites.                                                       

BMC West targets primarily the professional contractor market, which is a       
strategy distinct from that pursued by the high-volume, consumer-oriented       
home center retailers now found throughout the United States.  The Company's    
professional contractor market consists of persons engaged principally in the   
construction of single-family homes and, to a lesser extent, multi-family       
units and light commercial and industrial construction.  Professional           
contractors generally are large-volume, repeat customers requiring certainty    
of product availability and delivery and a number of specialized services       
typically not offered by home center retailers.  The Company also targets the   
repair and remodel market which consists generally of project-oriented          
consumers and contractors hired by them, who engage primarily in substantial    
projects such as room additions, kitchen or bathroom remodeling and fence or    
deck installations.                                                             

BMC West develops long-term relationships with its customers by providing       
them with a broad range of high-quality products and services.  Each of the     
Company's building materials centers tailors its product and service mix to     
meet the demands of the local market.  The Company's products, which include    
lumber, panel products, roofing materials, pre-hung doors, roof trusses,        
pre-assembled windows, cabinets, hardware, paint and tools, are used            
primarily for new residential construction, light commercial construction and   
repair and remodeling projects.  These products are sold by experienced         
professionals consisting of both field sales personnel and facility based       
sales and support personnel. The Company offers its customers various           
services, including assistance with project designs and materials               
specifications, coordination of delivery of orders to job sites, provision of   
credit to pre-approved contractors and referral of retail customers to          
pre-qualified contractors.  Complete home packages (delivered to the sites of   
the Company's builder customers according to their construction schedules)      
account for a significant amount of BMC West's total sales.  In each of the     
last three years, professional contractors accounted for approximately 75% to   
77% of net sales, and project-oriented consumers accounted for approximately    
22% to 24% of net sales.                                                        

On February 10, 1997, the Company announced that its existing operations will   
become a subsidiary of a newly formed holding company  The Company believes     
that by creating the holding company it can centralize its responsibilities     
of managing regional locations and day-to-day operations and assign the         
holding company the responsibilities of financial and strategic management.     

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INDUSTRY OVERVIEW                                                               

The building materials distribution industry is characterized by its            
substantial size, highly fragmented ownership structure and dependence on the   
cyclical and seasonal construction industry.                                    

Building materials distributors generally concentrate on serving either         
service-oriented professional contractors or price-oriented retail consumers.   
Contractor-oriented building materials distributors, such as BMC West, tend     
to focus on contractors and project-oriented consumers and compete              
principally on the basis of service, product quality and availability,          
on-time delivery, credit availability and reliability, as well as price.        
Home center retailers, on the other hand, target the mass consumer market, in   
which competition is based principally on price, merchandising, location and    
cooperative advertising.  Typically, contractor-oriented distributors offer a   
greater range of services and a wider variety of high quality building          
products than home center retailers.                                            

The contractor-oriented building materials distribution industry is             
characterized by a large number of privately owned, small, regional             
distribution companies and single-site enterprises. These businesses are        
typically family run, relationship-based operations which focus on offering     
service, delivery and reliability to their customers.  As a result of their     
size, many of these businesses do not possess sophisticated working capital     
management and control systems and generally lack the purchasing expertise of   
a large entity, such as BMC West.  Because of these factors, the Company        
believes that these businesses include a number of attractive acquisition       
candidates.                                                                     

The building materials distribution industry is closely linked to the           
economic cycles and seasonality associated with the construction industry.      
The Company monitors the issuance of new housing permits as an important        
indicator of its potential future sales volume.  Construction expenditures      
are largely a function of new residential, commercial and industrial building   
demand and repair and remodeling projects undertaken.  Residential              
construction is closely linked to new job formation, household formation,       
interest rates, housing affordability, availability of mortgage financing,      
regional demographics and consumer confidence. Commercial construction is       
significantly affected by vacancy and absorption rates, interest rates,         
long-term regional economic outlooks and the availability of financing.         
Industrial construction expenditures are linked to the industrial economic      
outlook, corporate profitability, interest rates and capacity utilization.      
In difficult economic environments, repair and remodeling expenditures          
generally represent a greater percentage of housing construction expenditures   
as new housing starts decline.  BMC West centers target participants in all     
of these sectors, although economic conditions frequently dictate which         
sector they may emphasize at a given time.  A key attribute of the              
contractor-oriented building materials distribution industry is that            
professional contractors typically use the same building materials supplier     
for all of their projects.  In order to generate and maintain this loyalty,     
suppliers generally focus on providing the professional contractor with         
service, quality, on-time delivery and value-added services.                    

GEOGRAPHIC MARKETS                                                              

The Company believes that it is well positioned in some of the most             
attractive markets for building materials in the United States.  Population     
and migration trends in the Western markets served by                           

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BMC West, as well as the relative strength of many of the local economies it    
serves, have resulted in the growth of residential housing in these markets     
at rates faster than the United States as a whole.  BMC West operates centers   
in 8 of the top 10 fastest growing states over the last five years, based       
upon U.S. Bureau of the Census estimates.  In addition, according to the U.S.   
Bureau of the Census, the Company's 12-state market area is forecast to         
outpace the rest of the country in its rate of population growth between 1995   
and 2000.  The Company believes that these population and migration trends      
provide a foundation for continued growth.                                      

Furthermore, BMC West's 53 building materials centers operate in eighteen       
distinct regional markets, which collectively have a diverse economic base of   
manufacturing, agricultural, recreational and service-based industries.  The    
Company believes that this geographical diversification lessens the impact on   
the Company of a downturn in any one of its regional markets.                   

OPERATING STRATEGY                                                              

BMC West's management has organized its 53 building materials centers as        
autonomous, decentralized units capable of meeting local market needs and       
offering competitive prices. Center managers have a substantial degree of       
control over inventory, merchandising and pricing, and can develop their own    
specific programs to meet the needs of their particular markets.  The           
Company's decentralized, microcomputer based, point-of-sale information         
system provides each center manager with real-time pricing, inventory           
availability and margin analysis.  At the same time, the Company provides       
centralized purchasing management, credit and financial controls, management    
information systems, and training and marketing support.  The compensation of   
substantially all of the employees of each unit is based, in part, on the       
performance of the individual unit.                                             

BMC West believes that many of its building materials centers hold a first or   
second place market share among professional contractors and that the           
Company, as a whole, has the largest sales volume of any distributor of         
building materials serving primarily professional contractors in its 12-state   
market area. The Company intends to maintain its leadership position in these   
markets by continuing to provide a broad range of high-quality products and     
services to the professional contractor and the project-oriented consumer.      
The services provided by the Company include assisting customers with project   
designs and materials specifications, delivering orders to job sites,           
providing credit to pre-approved contractors, and referring retail customers    
to pre-qualified contractors.  In addition to distributing products from        
manufacturers, the Company currently conducts value-added operations at 41      
facilities (most of which are located at building materials sites) in eight     
states, as compared to 16 such facilities in six states at the end of 1991.     
Value-added facilities generally are constructed or acquired at or near a       
center and can service a sales area 35 to 45 miles in radius.  The Company      
plans to introduce value-added products such as pre-hung doors, roof trusses    
and pre-assembled windows in more of the markets served by the Company.         
These products generally carry higher gross margins and have less price         
volatility than commodity wood products.                                        

The Company continues to enhance and broaden its customer services to include   
new programs and services developed by building materials center managers and   
corporate management.  For example, at certain of its locations the Company     
conducts "How-To" seminars for consumers,                                       

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refers retail customers to pre-qualified contractors and offers a private       
label credit card. BMC West's decentralized operating philosophy permits unit   
managers to respond to the needs of their local markets with creative new       
products and services.  The Company continues to upgrade its consumer           
advertising and merchandising, particularly in smaller markets where it         
places more focus on project-oriented consumers.                                

BMC West's total quality management program defines quality as providing the    
best products and services at the right place at the right time.  The program   
provides an environment for employees to identify cost reduction and margin     
improvement opportunities, empowers all employees to make significant           
contributions and work together as a team, and measures BMC West's              
performance and follow through on improvement efforts.  Quality teams at BMC    
West locations seek to make specific, measurable improvements in the            
Company's critical processes, including order processing, inventory control,    
delivery and customer assistance.  These teams include employees from all       
functional areas and backgrounds.  The Company supports this program through    
training and the sharing of ideas among locations.                              

ACQUISITION STRATEGY                                                            

BMC West continues to seek acquisitions of building materials centers and       
value-added facilities  that serve the professional contractor and the          
project-oriented consumer in new and existing markets in the United States.     
The Company believes that the fragmented nature of its industry presents        
opportunities for additional acquisitions of strategically located building     
materials centers and value-added facilities.  The management of BMC West has   
substantial experience in expanding building materials supply businesses        
through acquisitions.  Over the past several years, the Company's management    
has contacted and visited many acquisition candidates in the western United     
States.  In addition, the Company is contacted regularly by persons seeking     
to sell their business.  The Company believes that, due to professional         
contractor loyalty to existing centers, the most expedient way for BMC West     
to enter new geographic markets is through acquisitions. The Company also       
believes that the availability of a public market for its common stock          
provides it with additional flexibility in pursuing acquisitions.               

While the Company evaluates each potential acquisition candidate on its         
individual merits, its primary objective has been to acquire profitable         
building materials centers that meet certain general criteria. The typical      
targeted acquisition candidate is located on a 5 to 10 acre site which          
includes 8,000 to 15,000 square feet of indoor showroom and contractor sales    
space and 20,000 to 50,000 square feet of covered storage area, with            
reasonable access to the local road system and proximity to regional areas of   
construction demand.  Additional factors include the reputation of the center   
among local contractors and the quality of the center's management and sales    
organization.                                                                   

Typically, after an acquisition of a center, the Company enhances the           
center's sales and service capabilities and expands its product offerings,      
including value-added products, in an effort to increase sales. In addition,    
the Company seeks to implement its accounting and management systems into       
each newly acquired center. These systems assist in the effective management    
of the Company's inventories and accounts receivable and in efforts to          
improve customer service.  BMC                                                  

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West generally is able to use its centralized purchasing expertise to reduce    
product costs following new acquisitions.                                       

In 1996, the Company completed four acquisitions including one building         
materials center and three value-added facilities.  The aggregate purchase      
price was $10,138,000, consisting of $8,426,000 cash and the assumption of      
notes payable for $1,712,000.  The notes issued in connection with these        
acquisitions were paid by the company prior to December 31, 1996.  The          
following chart sets forth the number of building materials centers acquired    
and consolidated by the Company during each of the last two fiscal years.       

    Year Ended        Year Ended
    Dec 31, 1996      Dec 31, 1995
    ------------      ------------

Beginning balance                  52              49                           
Acquisitions                        1               4                           
Other*                             --              (1)                          
    ------          ------
Ending balance                  53              52                        
    ------          ------
    ------          ------

*In 1995, the Company consolidated its Oakhurst and Fresno, California,         
centers.                                                                        

It is the Company's objective to continue to acquire complementary              
businesses. The Company continues to engage in discussions with potential       
acquisition candidates.  There can be no assurances that the Company will be    
able to continue to identify and complete successful acquisitions in the        
future.                                                                         

PRODUCTS                                                                        

Each BMC West unit carries a core of approximately 9,000 stock keeping units    
("SKUs"), plus an average of an additional 6,000 SKUs, the product mix of       
which varies by location.  The Company's principal products include lumber,     
panel products, roofing materials, pre-hung doors, roof trusses,                
pre-assembled windows, cabinets, hardware, paint and tools.  In addition to     
distributing such products, the Company conducts value-added activities,        
which include pre-hanging doors, fabricating roof trusses, pre-assembling       
windows and pre-cutting lumber to meet customer specifications.                 

The following table sets forth information regarding the percentage of net      
sales represented by the specified categories of products sold at the           
Company's centers during each of the last two fiscal years.  While the          
Company believes that the percentages included in the table generally           
indicate the mix of the Company's sales by category of product, the specific    
percentages are affected year-to-year by changes in the prices of commodity     
wood products as well as changes in unit volumes sold.                          

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Category of Product                                          1996          1995 
-------------------                                          ----          ---- 
Wood products (lumber and panel products)                      47%           47%
Building materials(roofing, siding, insulation and steel)      25            23 
Millwork/Value-added (pre-hung doors, trusses,                                  
 windows & moldings)                                          20            18
Other (paint, hardware, tools, electrical and plumbing)         8            12 
                                                            ----          ----
                                                              100%          100%
                                                            ----          ----
                                                            ----          ----

The Company fabricates roof trusses used to form roof support systems and       
pre-hung door units and pre-assembled window units for the residential and      
light commercial building markets.  Door units are purchased and                
pre-assembled to contractor specifications using a variety of moldings.  The    
door, truss and window product lines are particularly attractive since they     
generally bring higher margins, have less price volatility, and are not         
offered by many building materials centers or home center retailers.  The       
Company believes that its ability to provide pre-hung doors, roof trusses and   
pre-assembled windows in a number of locations is a competitive advantage       
when soliciting business from contractors. Inventories of door units, roof      
trusses and pre-assembled windows are predominantly work-in-process, as these   
units are usually built-to-order.                                               

The Company's customers generally order products, including pre-hung doors,     
roof trusses, and pre-assembled windows on an as-needed basis.  Therefore,      
virtually all product shipments in a given fiscal quarter result from orders    
received in that quarter. Consequently, order backlog represents only a very    
small percentage of the product sales anticipated by the Company in a given     
fiscal quarter and is not indicative of the Company's actual sales for any      
future fiscal period.                                                           

As a distributor of building materials and products, the Company regularly      
monitors innovations  in product design to meet its customers' needs.  The      
Company test markets products that substitute for dimensional lumber and has    
for a number of years distributed alternative products such as engineered       
wood products and steel studs, and has provided its builder customers           
information and instruction on the use of such products.                        

SALES AND MARKETING                                                             

Each of BMC West's 53 building materials centers tailors its product and        
service mix to the local market and operates as a separate profit center.       
The Company reaches its professional contractor customers, mainly through       
field sales representatives, advertisements in trade journals and local         
promotional events. The Company's customers include a broad base of             
professional contractors  and project-oriented consumers.  No single customer   
accounted for more than 2% of net sales in 1996.                                

PROFESSIONAL CONTRACTOR MARKET                                                  

The professional contractor market is comprised of three major customer         
segments:  two segments are the new housing contractors, and commercial and     
industrial contractors. The Company's sales to these professional contractors   
accounted for approximately 77% of net sales (this total includes 71% to new    
residential contractors and 6% to commercial and industrial contractors).       
Professional contractors accounted for approximately 75% to 77% of the          
Company's net sales in                                                          

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each of the last three years.  A significant amount of this business            
consisted of sales of complete house packages, including framing lumber,        
panel products, pre-hung doors and trim packages, roof trusses, pre-assembled   
windows and other products required to construct or improve a home.             

BMC West provides a wide range of customer services to contractors to meet      
their needs for credit, delivery and expert assistance. While pricing is an     
important purchasing criterion for these customers, the Company believes that   
other factors such as coordinated, on-time deliveries, quality and              
availability of products, relationships with salespeople, credit availability   
and technical support are equally important.  The Company believes that its     
skills in these areas are important competitive advantages.                     

BMC West's principal channel for reaching the professional contractor market    
is a sales force of approximately 225 field sales representatives supported     
by approximately 191 facility-based salespeople.  Field sales representatives   
actively solicit business and work with the facility-based managers to          
develop bids for contractor projects.  The Company provides sales training      
for all sales representatives, and sales management training for all sales      
managers and center managers.  Sales representatives are compensated through    
a combination of salary and commission based on individual sales volume and     
gross margin.                                                                   

BMC West's center managers ensure that building materials are delivered         
according to contractor specifications and schedules. Technical personnel       
involved in purchasing, dispatching, invoicing and credit, support both field   
sales force and center managers to enhance customer satisfaction.               

REPAIR AND REMODEL MARKET                                                       

The third major customer segment is the repair and remodel market which         
consists generally of project-oriented consumers and professional repair and    
remodel contractors hired by them.  The Company's sales to these customers      
accounted for approximately 22% of 1996 net sales and for approximately 22%     
to 24% of net sales in each of the last three years. The Company's sales to     
this market generally carry higher margins than sales to the professional       
contractor market and also carry higher costs.  The volume of sales to this     
market varies depending on location, with the Company actively pursuing         
repair and remodel business in smaller markets which have not attracted large   
home center retailers. Showroom space varies from store to store,  typically    
ranging from approximately 5,000 to 20,000 square feet.  This space features    
attractive displays and is frequently remerchandised to reflect product and     
service improvements.  Sales personnel are trained to service both the more     
sophisticated contractor and the individual consumer, thereby providing the     
consumer with professional advice for home improvement projects.                

To enhance public exposure, BMC West frequently advertises in local             
newspapers, incorporates special display signs in its stores and uses           
promotional events such as "How-To" shows sponsored by manufacturers of         
building materials.  Management believes that these advertising and promotion   
programs, in conjunction with the Company's experienced sales staff, enables    
BMC West to compete effectively in the retail and remodel market.               

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CREDIT                                                                          

Overall credit policy for sales to contractors is established by corporate      
management, but each center has responsiblity for overseeing local accounts.    
The individual center managers and their staff are trained to have a thorough   
understanding of state lien laws, which provide security for the Company's      
accounts receivable.  The Company's credit policies, together with daily        
computer monitoring of customer balances, have resulted in average bad debt     
expense of approximately 0.15% of net sales during the last five years, with    
no single year exceeding 0.20%.  The Company believes that its bad debt         
expense levels are among the lowest in the industry.                            

In addition to the credit extended by the Company, the Company accepts          
third-party credit cards such as MasterCard, Visa, American Express, and        
Discover.  BMC West also offers a private-label credit card to individual       
customers.  The BMC West card provides customers with rapid access to           
revolving credit lines and offers them opportunities to take advantage of       
deferred financing and other promotions.  This program is owned and             
administered by Household Retail Services, a division of Household Bank,        
N.A., and is without recourse to BMC West.  Household Retail Services handles   
all credit approval and charge administration functions, and the Company        
receives payment within two days of submitting charge data.  Use of the         
credit card program gives BMC West a low-cost means of extending credit to      
these customers without credit exposure.                                        

Approximately 89% of the Company's sales in 1996 were made to customers to      
whom the Company had extended credit for such sales. The remaining 11% of       
sales in 1996 included cash purchases, and purchases made with third-party      
credit cards and the Company's private label credit card.                       

MANAGEMENT INFORMATION SYSTEMS                                                  

BMC West's financial information, operational data, and other related           
statistical information are processed and maintained at its headquarters on a   
network of server computers and work stations.  The Company financial           
reporting and relational database system was designed and customized for BMC    
West by Oracle Corporation. The flexible nature of the Company's installed      
network allows for accumulation, processing and distribution of information     
using industry standard computing resources and programs. The point-of-sale     
information systems used by BMC West operate on IBM RS6000 computers located    
at each center, and are connected to the computers at headquarters via a high   
speed frame relay network.  These on-line systems provide real-time pricing,    
inventory availability, and margin analysis, allowing each center's sales       
staff to serve its customers better, while giving management the ability to     
access and use timely information to improve operations.  Management believes   
that these systems also have enabled the Company to enhance profit margins,     
improve inventory turnover through identification and elimination of            
low-turnover items, accelerate analysis of sales trends, and better monitor     
accounts receivable, employee productivity, customer credit limits and lien     
protections.                                                                    

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PURCHASING                                                                      

The Company purchases merchandise from a large number of manufacturers and      
suppliers.  In 1996, the Company's largest supplier accounted for               
approximately 7% of the Company's total purchases. The Company does not         
believe that the loss of any single supplier would have a material adverse      
effect on the Company.                                                          

The Company purchases a majority of its inventory on a centralized basis in     
order to capitalize on economies of scale, although a limited amount of         
purchasing and all ordering is controlled at individual centers in order to     
respond to local needs. Purchasing is controlled at the location level in       
order to maintain local product needs.  A buying group located at the           
Company's headquarters handles bulk commodity purchases, negotiates with        
major lumber and panel products suppliers, and manages relations with the       
Company's non-commodity suppliers.  This group consolidates the Company's       
purchase orders in order to negotiate the best possible prices and terms.       
Although the Company seeks to time its purchases to take advantage of price     
movements, BMC West has a policy not to speculate in the commodity wood         
products market.                                                                

Approximately 47% of the Company's 1996 sales were attributable to commodity    
wood products.  Prices of commodity wood products are subject to significant    
volatility and directly affect the Company's sales.  During 1996, the prices    
of commodity wood products purchased and sold by the Company were on average    
7% higher than in 1995. (The company's total price inflator for 1996 was 3%)    
The Company has established purchasing and pricing procedures to minimize       
exposure to inventory write downs. The Company's commodity buyers monitor       
inventory and sales levels in each location on a regular basis.  With this      
supply and demand information, buyers can avoid overstocking commodity wood     
products.  As a result, the Company turns its commodity product inventory       
approximately 12 times per year.  Such rapid inventory turnover limits the      
Company's potential exposure to inventory loss from commodity price             
fluctuations.  In addition, the Company's real-time computer network allows     
the Company to adjust sales prices as purchase prices of commodity products     
change.                                                                         

Historically, the Company's hardware products were purchased primarily from     
Cotter & Company ("True Value"), Ace Hardware ("Ace") and Hardware              
Wholesalers, Inc. ("HWI").  By serving as a True Value, Ace and HWI dealer,     
the Company eliminated the need to maintain separate distribution centers for   
such products.  In July 1996, the Company entered into a merchandise supply     
agreement with the Cotter & Company for hardware products.  Under the           
Agreement, BMC will terminate existing affiliations with other distributors.    

COMPETITION                                                                     

BMC West operates in a highly competitive environment.  Due to the regional     
nature of the industry, BMC West's competitive environment varies by location   
and by market segment.                                                          

Within the professional contractor market, the Company competes primarily       
with privately owned, single-site enterprises and local and regional building   
materials chains.  Professional contractors generally select building           
materials centers on the basis of availability of knowledgeable personnel,      
on-time delivery, reliable inventory levels, availability of credit and         
competitive pricing. BMC West believes it competes favorably on each of these   
bases.  The Company's relatively large size                                     

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also permits it to attract experienced and professional sales and service       
personnel and provides BMC West the resources to offer Company-wide product     
and service training programs.  By working closely with its contractor          
customers and utilizing the Company's real-time management information          
system, BMC West's centers maintain appropriate inventory levels and are well   
positioned to deliver completed orders on time to individual job sites.  The    
Company also competes to a lesser extent with certain larger home center        
retailers such as Home Depot, HomeBase, and Lowe's in this market.              
Competition from large home center retailers can prompt other local suppliers   
to pursue professional contractor business more aggressively.                   

Within the repair and remodel market, BMC West competes primarily with local    
lumber yards and hardware stores and, in certain of its markets, with larger    
home center chains such as Home Depot, HomeBase and Lowe's. The Company         
believes that it meets the needs of project-oriented consumers and repair and   
remodel contractors more effectively than such competitors by (i) providing     
primarily higher quality products within each category, (ii) offering           
consumers and contractors access to knowledgeable staff and (iii) developing    
contractor referral programs and "How-To" programs to address the               
requirements of consumers on larger projects.                                   

EMPLOYEES                                                                       

The success of BMC West Corporation is highly dependent on the quality of its   
personnel at all levels of the company.  As a result, the Company maintains     
well rounded and competitive compensation and fringe benefit programs to        
attract, motivate and retain top performing individuals.  In addition, the      
company provides extensive product knowledge, customer service, supervisory     
and managerial training programs to assure employee and customer satisfaction.  

At December 31, 1996, BMC West employed approximately 3,150 persons, of which   
approximately 255 were represented by unions. The Company has not experienced   
any strikes or other work interruptions and has maintained generally            
favorable relations with its employees.  The following table shows the          
approximate breakdown by job function of the Company's employees:               

Officers, corporate and unit management                     
and administrative                                     27%  
Field sales force (Outside/Inside Sales)               13%  
Retail operations (Cashiers/Receiving/Sales Support)   13%  
Delivery (Truck Drivers, Load Builders, Yard)          30%  
Manufacturing (Truss, Door and Window)                 17%  

EXECUTIVE OFFICERS AS OF DECEMBER 31, 1996                                      
                                                            Date First
                                                            Elected as
Name                   Age   Position or Office                  An Officer     
----                   ---   ------------------                  ----------     

George E. McCown        61   Chairman of the Board of                  1987     
Directors             

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Donald S. Hendrickson   66   President, Chief Executive                1987     
Officer and Director  

Robert L. Becci         56   Vice President and Controller             1990     

Richard F. Blackwood    59   Senior Vice President of Operations       1987     

Leroy D. Custer         52   Vice President of Marketing               1990     
and Purchasing        

Ellis C. Goebel         55   Vice President and Treasurer              1987     

Steven H. Pearson       49   Vice President of Human                   1987     
Resources             

Mr. McCown (61) is Chairman of the Board of Directors of the Company and has    
been a director since 1987.  He was cofounder and has been a Managing General   
Partner of MDC Management Company, the general partner of McCown De Leeuw &     
Co., since 1984, and was instrumental in financing and executing the            
leveraged buy-out of the Company in 1987.  Mr. McCown currently serves as a     
director of three publicly held companies, Nimbus CD International, Inc.,       
Specialty Paperboard, Inc., and Vans, Inc.  Mr. McCown also serves as a         
director of several privately held companies.                                   

Mr. Hendrickson is currently 66.   He has served as President, Chief            
Executive Officer, and a director of the Company since its inception in         
November 1987.  Mr. Hendrickson served in several management positions at       
Boise Cascade Corporation from 1964 to 1987.  Mr. Hendrickson received a B.A.   
in economics from the Albertson College of Idaho and an M.B.A. from the         
University of Chicago Graduate School of Business.  He is also a certified      
public accountant in the State of Idaho.  Mr. Hendrickson currently serves as   
Trustee for Albertson College of Idaho, and as Director-at-Large for Western    
Building Materials Association.                                                 

Mr. Becci has served as the Company's Controller since its inception in 1987    
and was elected Vice President in 1990.  Mr. Becci was Controller of Boise      
Cascade's Building Materials Distribution Division from 1985 to 1987.           

Mr. Blackwood has served as Vice President of Operations of the Company since   
1987. He was Operations Manager of nine wholesale distribution facilities of    
Boise Cascade's Wholesale Building Materials Distribution Division from 1985    
to 1987.                                                                        

Mr. Custer has served as Marketing Manager of the Company since 1988 and was    
elected Vice President of Marketing and Purchasing in 1990.  Mr. Custer was     
Manager of BMC West's Boise, Idaho, unit from 1987 to 1988.  He served as       
Boise Cascade's Manager of Commodity Lumber and Panel Procurement from 1981     
to 1987.                                                                        

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Mr. Goebel has served as Vice President and Treasurer of the Company since      
its inception in November 1987.  He was Division Credit Manager for Boise       
Cascade's Building Materials Distribution Division from 1982 to 1987.           

Mr. Pearson has served as Vice President of Human Resources of the Company      
since its inception in November 1987.  He was Employee Relations Manager for    
Boise Cascade's Building Materials Distribution Division from 1985 to 1987.     

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ITEM 2.    PROPERTIES                                                           

BMC West's headquarters is in Boise, Idaho.  In addition to administrative      
buildings, the Company has four primary types of facilities:  building          
materials supply centers, pre-hung door plants, truss plants, and window        
distribution facilities.  The Company believes that its facilities are well     
maintained and generally are adequate for the Company's needs for the           
foreseeable future.  All of the Company's material assets, including land and   
facilities, are owned or leased by the Company.                                 

                                                                [Download Table]

                                             Showroom/                        
                                              Office    Warehouse             
State and             Date    Owned  Leased   Square    Square                
 City               Acquired  Acres   Acres   Feet      Feet       Primary Use
---------           --------  -----  ------   ------    ---------  -----------
                                                                              
ARIZONA                                                                       

  Phoenix               1994     --    12.7    4,000     81,000    Center     

CALIFORNIA                                                                    
  Atwater               1990     --     2.4    1,632      7,874    Center     
  Fresno (1)            1989   13.1      --   12,334     24,314    Center,    
                                                                   Door Plant 
                                                                   Truss Plant
  Merced               *1977    2.9     1.0    9,499     54,122    Center,    
                                                                   Door Plant 
  Modesto               1989   14.0      --    7,101     38,897    Center     
                                                                   Door Plant 
                                                                   Truss Plant
COLORADO                                                                      
  Aspen                *1978    4.1      --    9,000     21,088    Center     
  Boulder               1990   10.0      --   12,600     19,800    Center     
  Colorado Springs      1994    3.3      --    5,000     14,000    Center     
                                                                   Door Plant 
  Denver Door           1990     --     1.6    4,000     66,400    Door Plant 
  Denver                1994    8.7      --   17,064     23,000    Center     
                                                                   Door Plant 
  Englewood             1990    3.9      --    3,200     14,900    Center     
  Evergreen             1990    3.7      --    5,800     15,600    Center     
  Fort Collins          1990    4.6      .5   12,000     46,588    Center     
                                                                   Door Plant 

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                                                                [Download Table]

                                              Showroom/                         
                                               Office    Warehouse              
State and              Date    Owned  Leased   Square    Square                 
 City                Acquired  Acres   Acres   Feet      Feet       Primary Use 
---------            --------  -----  ------   ------    ---------  ----------- 
                                                                                
COLORADO (Cont)                                                                 

  Fort Lupton(2)         1994   10.5      --    2,610     26,900    Truss Plant 
  Grand Junction         1994    3.5      .5   12,000     27,450    Center      
  Glenwood Springs       1990    2.0      --    5,540     10,240    Center      
  Greeley                1994   11.0      --   17,625     16,500    Center      
                                                                    Door Plant  
                                                                    Truss Plant 
  Pueblo                 1994   10.7      --   11,000     43,700    Center      
                                                                    Door Plant  
  Steamboat Springs     *1978    1.4     2.8    7,580     19,645    Center      

IDAHO                                                                           
  Boise(3)              *1978   23.9      --   18,664     56,300    Center      
                                                                    Truss Plant 
  Boise                  1988     --     0.2   24,066         --    Headquarters
  Emmett                *1957    2.6      --    4,878      8,032    Center      
  Idaho Falls (4)       *1957   11.5     1.0   10,652     55,234    Center      
                                                                    Door Plant  
                                                                    Truss Plant 
  Lewiston               1990    3.8      --    7,260     24,390    Center      
                                                                    Door Plant  
  Meridian (5)          *1979            3.8    1,000     18,416    Door Plant  
  Pocatello             *1957    4.6      --   12,000     10,600    Center      
  Rexburg               *1957    1.9      --    8,168     12,288    Center      
  Twin Falls             1993    0.5      --      600      6,000    Door Plant  

MONTANA                                                                         
  Great Falls            1993    9.0      --   49,024     40,000    Center      

NEVADA                                                                          
  Carson City(6)         1992    7.6      --   17,225     40,924    Center      
                                                                    Door Plant  
  Gardnerville           1992    4.4      --    8,850     17,222    Center      
  Reno                   1992     --     3.0    2,000         --    Center      

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                                                        [Enlarge/Download Table]

                                             Showroom/                                
                                              Office    Warehouse                     
State and             Date    Owned  Leased   Square    Square                        
 City               Acquired  Acres   Acres   Feet      Feet       Primary Use        
---------           --------  -----  ------   ------    ---------  -----------        
                                                                                      
OREGON                                                                                
  Beaverton            *1979    5.6      --    6,800     25,260    Center             
                                                                   Door Plant         
TEXAS                                                                                 
  Abilene               1995   16.8      --   13,750     22,500    Center             
                                                                   Door Plant         
                                                                   Truss Plant        
  El Paso               1991    7.0      --   17,070     46,786    Center             
                                                                   Door Plant         
                                                                   Truss Plant        
  Fredericksburg        1993    4.0      --   18,450     22,660    Center             
  Hurst                 1994    5.3     2.3    9,480     72,000    Center             
                                                                   Door Plant         
  Killeen               1994    3.6     0.3   18,850     29,260    Center             
                                                                   Door Plant         
  Marble Falls          1993    5.2      --   17,000     21,580    Center             
  New Braunfels(7)      1995   23.6     5.2   13,512     27,500    Center             
                                                                   Truss Plant        
                                                                   Window Distribution
  North Austin(8)       1995   18.3     3.9   52,146    102,000    Center             
                                                                   Door Plant         
                                                                   Window Distribution
  San Marcos            1993    3.0      --   13,920     20,384    Center             
  Shiner                1993    1.2     0.4    6,400     12,615    Center             
  South Austin          1995    6.5      --   34,255     19,767    Center             
  Temple                1993   11.3      --   25,200     60,635    Center             

UTAH                                                                                  
   Ogden               *1947    0.5     1.2    3,800     16,890    Center             
   Orem                *1947    9.9     6.0    7,884     80,672    Center             
                                                                   Door Plant         
                                                                   Truss Plant        
   Salt Lake            1990   16.8      --   12,744     64,088    Center             
                                                                   Door Plant         
                                                                   Truss Plant        
   Tooele              *1947    1.5     0.7    2,000      5,320    Center             
   West Haven           1996    6.0      --   12,200     42,800    Center             
                                                                   Door Plant         

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                                                                [Download Table]

                                           Showroom/                        
                                             Office   Warehouse             
State and           Date    Owned  Leased    Square   Square                
 City             Acquired  Acres   Acres    Feet     Feet       Primary Use
---------         --------  -----  ------    ------   ---------  -----------
                                                                            

WASHINGTON                                                                  
   Issaquah(9)        1994   16.4      --    44,420   106,368    Center     
                                                                 Door Plant 
   Kent               1994    4.5      --    19,200    26,200    Center     
   N. Everett(9)      1994   29.3      --       100    85,446    Center     
                                                                 Truss Plant
   Spokane            1990    5.0      --     7,500    50,812    Center     
                                                                 Door Plant 
   Tacoma            *1979    8.9      --     8,050    39,770    Center     
                                                                 Door Plant 
                                                                 Truss Plant
    Vancouver         1994     --     5.4     4,800    12,000    Center     

WYOMING                                                                     
   Jackson(10)        1996     --     1.0     1,200     2,400    Satellite  


*These locations were purchased from Boise Cascade Corporation          
in 1987.                                                              

(1)  Oakhurst was consolidated with the Fresno facility.                        
(2)  Supports the marketing efforts of the Colorado front range centers.        
(3)  The Boise facility is comprised of two locations.  The center is located   
at Fairview Avenue and the truss plant is located at Franklin Avenue. 
(4)  The Idaho Falls facility is comprised of two locations.  The center and    
door plant are located at N. Holmes and the truss plant is located at 
Bombardier.                                                           
(5)  The Boise facility includes a satellite located in Meridian, Idaho, which  
serves as a door plant.                                               
(6)  The Carson City location includes a satellite facility also located in     
  Carson City, named Sticks N' Stones, which is across the street from the
center.                                                               
(7)  The New Braunfels facility includes a satellite located in San Antonio,    
which serves as a window distribution facility.                       
(8)  The North Austin facility includes a satellite located in Round Rock,      
which serves as a window distribution facility.                       
(9)  Bellevue and Everett, Washington, facilities were consolidated with these  
locations in early 1995.                                              
(10) The Jackson facility is a satellite of the Idaho Falls, Idaho center.      

BMC West and BMC are tradenames of the Company.  Other brand names or           
trademarks appearing in this Form 10-K are the property of their respective     
holders.                                                                        

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ITEM  3.   LEGAL PROCEEDINGS                                                    

From time to time, the company is involved in certain litigation and            
administrative proceedings primarily arising in the normal course of its        
business.  In the opinion of management, the Company's recovery, if any, or     
the Company's liability, if any, under any pending litigation or                
administrative proceeding, would not materially affect its financial            
condition or operations.                                                        

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                 

None.                                                       

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PART II               

ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS   

The common stock of BMC West has been traded in the over-the-counter market     
on the NASDAQ National Market System under the symbol "BMCW" since the          
Company's initial public stock offering in August 1991.  The following table    
sets forth the range of high and low closing sales prices on the National       
Market System for the Common Stock for the periods indicated, as reported by    
NASDAQ. Such quotations represent inter-dealer prices without retail markup,    
markdown or commission and may not necessarily represent actual transactions.   

Common Stock Prices:                                                            

Fiscal 1996                                                High           Low   
-----------                                                ----           ---   

Quarter ended March 31, 1996                              $16 1/4       $13     
Quarter ended June 30, 1996                                20 1/4        15 1/4 
Quarter ended September 30, 1996                           17 1/8        12 3/4 
Quarter ended December 31, 1996                            13 7/8        11 7/8 

Fiscal 1995                                                High           Low   
-----------                                                ----           ---   

Quarter ended March 31, 1995                              $15 1/4       $11 5/16
Quarter ended June 30, 1995                                17            13 1/2 
Quarter ended September 30, 1995                           15 1/2        14     
Quarter ended December 31, 1995                            14 3/4        12 1/2 

The Company has not paid any dividends on its Common Stock and the Board of     
Directors presently intends to continue this policy in order to retain          
earnings for use in its business.  The amount of dividend payments is           
restricted by the Company's loan agreements. At March 17, 1997, the Company's   
common stock was held by approximately 5,815 shareholders of record or          
through nominee or street name accounts with brokers (223 Registered            
Holders).  The last sales price for BMC West's Common Stock, as reported by     
NASDAQ on March 17, 1997, was $12.50.                                           

In February 1994, the Company declared a three-for-two stock split, effected    
in the form of a stock dividend, payable March 4, 1994 to shareholders of       
record as of February 25, 1994.  All per share amounts, weighted average        
number of common and common equivalent shares and stock prices presented in     
the Form 10-K retroactively reflect the effect of the stock split.              

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ITEM 6.  SELECTED FINANCIAL DATA                                                

The following table sets forth selected financial data of the Company for the   
years indicated.  It is derived from the Company's audited financial            
statements, and should be read in conjunction with the disclosures in Item 7    
"Management's Discussion and Analysis of Financial Condition and Results of     
Operations"  below and the financial statements and notes thereto presented     
on pages 14 through 27 of the Company's 1996 Annual Report.  (Expressed in      
thousands, except per share and share figures.)                                 

                                                        [Enlarge/Download Table]

                                   1996         1995        1994        1993        1992 
                                   ----         ----        ----        ----        ---- 
                                                                                         
Net sales                      $718,024     $630,201    $547,109    $399,597    $290,957 
Cost of sales                   559,408      492,028     427,951     315,693     230,837 
                               --------     --------    --------    --------    -------- 
Gross profit                    158,616      138,173     119,158      83,904      60,120 
Selling, general and                                                                     
  administrative expense        131,462      116,353      91,203      65,619      50,688 
Other income                      1,268        1,601       1,529         948         436 
                               --------     --------    --------    --------    -------- 
Income from operations           28,422       23,421      29,484      19,233       9,868 
Interest expense                 10,496       10,746       6,486       4,554       4,948 
                               --------     --------    --------    --------    -------- 
Income before income taxes       17,926       12,675      22,998      14,679       4,920 
Income taxes                      6,935        4,910       8,739       5,888       1,348 
Income before                  --------     --------    --------    --------    -------- 
  extraordinary item             10,991        7,765      14,259       8,791       3,572 
Extraordinary item                 (342)          --          --          --        (956)
                               --------     --------    --------    --------    -------- 
Net income                     $ 10,649     $  7,765    $ 14,259    $  8,791    $  2,616 
                               --------     --------    --------    --------    -------- 
                               --------     --------    --------    --------    -------- 
Net income per share                                                                     
  before extraordinary item       $1.00        $0.79       $1.62       $1.14       $0.62 
Extraordinary item                (0.03)          --          --          --       (0.17)
                               --------     --------    --------    --------    -------- 
Net income per share              $0.97        $0.79       $1.62       $1.14       $0.45 
                               --------     --------    --------    --------    -------- 
                               --------     --------    --------    --------    -------- 
Weighted average number of                                                               
  common and common                                                                      
  equivalent shares          10,998,135    9,751,547   8,798,374   7,707,986   5,701,374 
                             ----------   ----------  ----------  ----------  ---------- 
                             ----------   ----------  ----------  ----------  ---------- 

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                                                        [Enlarge/Download Table]


BALANCE SHEET DATA:                                                                        
At Year End                                     1996      1995     1994       1993     1992
                                                ----      ----     ----       ----     ----
                                                                                           
Working capital                             $110,467  $100,196  $76,201  $  60,321  $38,899
Total assets                                 288,369   264,970  222,450    142,297   92,021
Long-term debt (net of current maturities)                                                 
 and redeemable preferred stock               90,203   123,080   79,336     57,168   37,201
Stockholders' equity                         145,088    95,927   87,002     49,510   33,899

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND        
RESULTS OF OPERATIONS                                                           

Management's discussion and analysis of financial condition and results of      
operations is presented under the caption "Financial Review" of the Company's   
1996 Annual Report ("Annual Report").  The information under this caption is    
incorporated herein by this reference.                                          

To facilitate industry comparisons, the Company elected in 1994 to change its   
fiscal year-end from December 28 to December 31.  This change did not have a    
material impact on the comparability of the Company's results of operations     
or cash flows for any of the three years presented.                             

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                            

The Company's consolidated financial statements and related notes, together     
with the report of the independent public accountants, are presented on pages   
16 through 27 of the Company's Annual Report and are incorporated herein by     
this reference.                                                                 

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND        
FINANCIAL DISCLOSURE                                          

None.                                                                 

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PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT DIRECTORS          

The nominees for directors of the Company are presented on pages 2 through 3    
of the Company's definitive Proxy Statement dated March 28, 1997 ("Proxy        
Statement").  This information is incorporated herein by this reference.        

The information required by this Item concerning the Company's executive        
officers is set forth in Part I, Section Titled "Executive Officers", of this   
report and is incorporated herein by this reference.                            

The information required by this Item concerning compliance with Section        
16(a) of the Exchange Act is presented under the caption entitled "Certain      
Relationships and Other Transactions" of the Proxy Statement.                   

ITEM 11.  EXECUTIVE COMPENSATION                                                

Information required by this Item concerning compensation of the Company's      
executive officers for the year ended December 31, 1996, is presented under     
the captions entitled "Executive Compensation and Other Information" of the     
Proxy Statement. This information is incorporated herein by this reference.     

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT         

Information required by this Item concerning the security ownership of          
certain beneficial owners, directors and executive officers, as of December     
31, 1996, is set forth under the caption "Security Ownership of Certain         
Beneficial Owners" of the Proxy Statement and is incorporated herein by this    
reference.                                                                      

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                        

Information required by this Item concerning certain relationships and          
related transactions during 1996 is set forth under the caption "Certain        
Relationships and Other Transactions" of the Proxy Statement and is             
incorporated herein by this reference.                                          

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PART IV 

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K      

(a)       The following documents are filed as part of this annual              
report on Form 10-K for BMC West Corporation:               

     (1)  The Financial Statements, the Notes to Financial Statements,
           and the Report of Independent Public Accountants listed below
     are incorporated herein by this reference from pages 16
through 27 of the Annual Report.                  

    -    Statements of Income for the years ended December 31, 1996,
1995 and 1994.                                    
-    Balance Sheets as of December 31, 1996 and             
December 31, 1995.                                
-    Statements of Stockholders' Equity for the years ended 
December 31, 1996, 1995 and 1994.                 
        -    Statements of Cash Flows for the years ended December 31, 1996,
1995 and 1994.                                    
-    Notes to Financial Statements.                         
-    Report of Independent Public Accountants.              
                                                                        PAGE
                                                                        ----
(2)  Financial Statement Schedules                          
         -   Report of Independent Public Accountants . . . . . . . .     23
VIII Reserves for the years ended December 31, 1996, 1995   
             and 1994 . . . . . . . . . . . . . . . . . . . . . . . .     26

Schedules other than those listed are omitted because they are not applicable   
or because the required information is shown in the financial statements or     
notes.                                                                          

(3)  Exhibits.                                              
         A list of the exhibits required to be filed as part of this
             report is set forth in the Index to Exhibits, which immediately
        precedes such exhibits, and is incorporated herein by this
reference.                                        

(b)       Reports on Form 8-K.                                                  

None                                                    

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To BMC West Corporation:                                                        

We have audited in accordance with generally accepted auditing standards, the   
financial statements included in BMC West Corporation's annual report to        
shareholders incorporated by reference in this Form 10-K, and have issued our   
report thereon dated February 10, 1997.  Our audit was made for the purpose     
of forming an opinion on those statements taken as a whole.  The schedule       
listed in Part IV, Item 14(a)(2) is the responsibility of the Company's         
management and is presented for purposes of complying with the Securities and   
Exchange Commission's rules and is not part of the basic financial              
statements.  This schedule has been subjected to the auditing procedures        
applied in the audit of the basic financial statements and, in our opinion,     
fairly states in all material respects the financial data required to be set    
forth therein in relation to the basic financial statements taken as a whole.   

                   ARTHUR ANDERSEN LLP
Boise, Idaho                                                                    
February 10, 1997                                                               

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities           
Exchange Act of 1934, the registrant has duly caused this report to be signed   
on its behalf by the undersigned, thereunto duly authorized.                    

BMC WEST CORPORATION                                                            

By /s/ Donald S. Hendrickson                                                    
--------------------------                                                  
Donald S. Hendrickson                                                       
President, Chief Executive Officer and Director                             

Dated: March 17, 1997                                                           

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears    
below constitutes and appoints Donald S. Hendrickson, Ellis C. Goebel, and      
Robert L. Becci, and each of them, as his true and lawful attorneys-in-fact     
and agents, with full power of substitution and resubstitution, for him and     
in his name, place, and stead, in any and all capacities, to sign any and all   
amendments to this Report, and to file the same, with all exhibits thereto,     
and other documents in connection therewith, with the Securities and Exchange   
Commission, granting unto said attorneys-in-fact and agents, and each of        
them, full power and authority to do and perform each and every act and thing   
requisite and necessary to be done in connection therewith, as fully to all     
intents and purposes as he might or could do in person, hereby ratifying and    
confirming that all said attorneys-in-fact and agents, or any of them or        
their or his substitutes or substituted, may lawfully do or cause to be done    
by virtue hereof. This Form 10-K may be executed in multiple counterparts,      
each of which shall be an original, but which shall together constitute but     
one agreement.                                                                  

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Pursuant to the requirements of the Securities Exchange Act of 1934, this       
report has been signed below by the following persons on behalf of the          
registrant and in the capacities and on the dates indicated.                    

(i) Principal Executive Officer:        (iv) Directors:                         

/s/ Donald S. Hendrickson               /s/ George E. McCown                    
-----------------------------           -----------------------------           
Donald S. Hendrickson                   George E. McCown                        
President, Chief Executive              Chairman of the Board                   
Officer and Director                    of Directors                            
March 17, 1997                          March 17, 1997                          

(ii) Principal Financial Officer:       /s/ Donald S. Hendrickson               
                             -----------------------------
                     Donald S. Hendrickson
              March 17, 1997
/s/ Ellis C. Goebel                                                             
-----------------------------           /s/ Alec F. Beck                        
Ellis C. Goebel                         -----------------------------           
Vice President and Treasurer            Alec F. Beck                            
March 17, 1997                          March 17, 1997                          

                  /s/ H. James Brown
                             -----------------------------
(iii) Principal Accounting Officer:     H. James Brown                          
              March 17, 1997
/s/ Robert L. Becci                                                             
-----------------------------           /s/ Wilbur J. Fix                       
Robert L. Becci                         -----------------------------           
Vice President and Controller           Wilbur J. Fix                           
March 17, 1997                          March 17, 1997                          

                        /s/ Robert V. Hansberger
                             -----------------------------
                    Robert V. Hansberger
              March 17, 1997

                /s/ Guy O. Mabry
                             -----------------------------
            Guy O. Mabry
              March 17, 1997

                    /s/ Robert E. Mellor
                             -----------------------------
                Robert E. Mellor
              March 17, 1997

                    /s/ Peter S. O'Neill
                             -----------------------------
                Peter S. O'Neill
              March 17, 1997

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BMC WEST CORPORATION  

SCHEDULE  VIII - RESERVES   

FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, and  1994    

Column A              Column B       Column C       Column D       Column E     
--------              ----------     ----------     ----------     --------     
                   Balance at     Charged to                    Balance at
            Beginning      Costs and                     End
                of Year        Expenses       Deductions     of Year
                    ----------     ----------     ----------     -----------

ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS                                            

Year Ended                                                                      
December 31, 1996   $(1,426,000)   $(1,014,000)   $1,209,000(1)   $(1,231,000)
Year Ended                                                                      
December 31, 1995     $(932,000)   $(1,008,000)     $514,000(1)   $(1,426,000)
Year Ended                                                                      
December 31, 1994   $(1,083,000)     $(556,000)     $702,000(1)     $(932,000)

(1) Represents write-offs net of recoveries.                                    

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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 

As independent public accountants, we hereby consent to the incorporation of    
our report dated February 10, 1997, included or incorporated by reference in    
this Form 10-K for the year ended December 31, 1996, into BMC West              
Corporation's previously filed registration statements on Form S-8 (File No.    
33-80952) and (File No. 33-52478).                                              

                       ARTHUR ANDERSEN LLP

Boise, Idaho                                                                    
March 28, 1997                                                                  

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BMC WEST CORPORATION  

INDEX TO EXHIBITS 
Filed with the Annual Report  
on Form 10-K for the  
Year Ended December 31, 1996  

Exhibit     Exhibit                                                             
Footnote    Number     Description                                       Page   
--------    -------    -----------                                       ----   

(a)             3.1    Certificate of Incorporation of the Registrant           
filed on November 9, 1987.        

(a)             3.2    Amendment to the Certificate of Incorporation            
      of the Registrant filed on June 5, 1991.

3.3    Reference is made to Exhibit 4.8.        

(a)             3.4    Amended and Restated Bylaws of the Registrant.           

(h)             4.2    Form of Note.                                            

(h)             4.3    Form of Indenture dated as of November 19, 1992,         
              between the Company and First Interstate Bank of
Washington, N.A., as Trustee.     

(i)             4.6    Rights Agreement between the Company and American        
          Stock Transfer & Trust dated August 3, 1993.

(i)             4.7    Form of Right Certificate.                               

(i)             4.8    Form of Certificate of Designation.                      

(i)(j)          4.9    Form of Summary of Rights.                               

(a)            10.1    Purchase and Sale Agreement between Boise Cascade        
                 Corporation and MDC Northwest Holdings, Inc., dated
August 1, 1987.                   

(a)            10.2    Addendum to Purchase and Sale Agreement between          
         Boise Cascade Corporation and MDC Northwest
    Holdings, Inc., dated August 20, 1987.

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                                                                            Page
                                                                            ----
(a)            10.3    Second Addendum to Purchase and Sale Agreement           
       between Boise Cascade Corporation and MDC
               Northwest Holdings, Inc., dated November 1, 1987.

(a)            10.4**  1990 Bonus Plan of the Company                           

10.5**  1997 Executive Officer Bonus Pool         

(a)            10.6**  Stock Option Plan (Senior Original Shareholders          
          Management Plan), effective January 1, 1991.

(a)            10.7**  Stock Option Plan (Field Management Plan),               
effective January 1, 1991.        

(a)            10.8    Lease between the Company and Danken Co., dated          
January 1, 1988.                  

(a)            10.9    First Amendment to Lease between the Company and         
Danken Co., dated August 11, 1990.

(l)            10.10   Second Amendment to Lease between the Company and        
Danken Co. dated January 1, 1993. 

(b)            10.11   Management Services Agreement between the Company        
            and MDC Management Company dated July 1, 1991.

(c)            10.12   Form of indemnity agreement between the Company and      
its officers and directors.       

(i)            10.13*  Letter Agreement dated March 27, 1992 between the        
    Company and Boise Cascade Corporation.

(l)            10.14   Severance Plan for Certain Key Executive Officers,       
                Senior Management and Key Employees of the Company
             and its subsidiaries as adopted by the Board of
        Directors of the Company on July 20, 1993.

(l)            10.15   Senior Management and Key Employee Severance             
        Agreements between the Company and Certain
        Executive Officers dated October 28, 1993.

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                                                                            Page
                                                                            ----

(l)            10.16   Note Purchase Agreement between Teachers                 
          Insurance and Annuity Association of America
     and the Company dated October 25, 1993.

(l)            10.17   Form of Note.                                            

(n)            10.18   Modification letter dated March 1, 1995, to the          
                Note Purchase Agreement between Teachers Insurance
                and Annuity Association of America and the Company
dated October 25, 1993.           

(n)            10.19** Supplemental Retirement Plan dated January 1, 1993.      

(n)            10.20   Note Purchase Agreement between Teachers Insurance       
                and Annuity Association of America and the Company
dated March 1, 1995.              

(n)            10.21   Note Purchase Agreement between Allstate Life            
                    Insurance Company and the Company dated March 1, 1995.

(n)            10.22   Form of Notes under Note Purchase Agreement to           
Allstate Life Insurance Company.  

(n)            10.23   Form of Notes on Second Amended and Restated             
              Credit Agreement between Wells Fargo Bank, N.A.,
    as Agent, the Company, and Wells Fargo
                Bank, N.A., First Interstate Bank of Oregon, N.A.,
            and West One Bank, Idaho, dated March 1, 1995.

(n)            10.24   Form of Note under Second Amended and Restated           
Credit Agreement.                 

(o)            10.25   Purchase and Sale Agreement between Stripling-           
               Blake Lumber Company, Inc., and the Company dated
October, 21, 1994.                

(o)            10.26   First Amendment to Purchase and Sale Agreement           
           between Stripling-Blake Lumber Company, Inc.,
  and the Company dated March 6, 1995.

(o)            10.27   Second Amendment to Purchase and Sale Agreement          
           between Stripling-Blake Lumber Company, Inc.,
   and the Company dated March 20, 1995.

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                                                                            Page
                                                                            ----

(o)            10.28   Third Amendment to Purchase and Sale Agreement           
           between Stripling-Blake Lumber Company, Inc.,
  and the Company dated April 3, 1995.

   10.29** Amended and Restated 1992 Non-Qualified Stock
Plan.                             

     10.30** Amended and Restated 1993 Employee Stock Option
          Plan (amended to reflect 3 for 2 stock split
         effective March 4, 1994 and the adoption of
            Rule 16b-3, which was revised on May 31, 1996.

     10.31   Amended and Restated 1993 Non-Employee Director
           Stock Option Plan (amended to reflect 3 for 2
         stock split effective March 4, 1994 and the
          adoption of Rule 16b-3, which was revised on
May 31, 1996.                     

 11.1    Statement regarding computation of earnings
per share.                        

13.1    BMC West Corporation's 1996 Annual Report.
            Such report, except to the extent incorporated
             herein by reference, is being furnished for the
        information of the Securities and Exchange
              Commission only and is not to be deemed filed as
      part of this Annual Report on Form 10-K.

       23.1    Independent Public Accountants Consent. Reference
is made to page 27.               

       24.1    Power of Attorney.  Reference is made to page 24.

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

(a)      Filed as an exhibit to the Registration Statement on Form S-1 filed    
      with the Commission on June 6, 1991 (Registration No. 33-41040) (the
 "Registration Statement") and incorporated herein by reference.

(b)      Filed as an exhibit to Amendment No. 1 to the Registration Statement,  
       filed with the Commission on July 15, 1991 and incorporated herein by
reference.                                                    

(c)      Filed as an exhibit to Amendment No. 2 to the Registration Statement,  
        filed with the Commission on August 2, 1991 and incorporated herein by
reference.                                                    

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(d)      Filed as an exhibit to the Company's Annual Report on Form 10-K for the
   fiscal year ended December 28, 1991, filed with the Commission on
March 27, 1992, and incorporated herein by reference.         

(e)      Filed as an exhibit to the Company's Report on Form 8-K, filed with the
      Commission on August 22, 1992, and incorporated herein by reference.

(f)      Filed as an exhibit to the Company's Registration Statement on Form    
         8-A, filed with the Commission on June 6, 1991, and incorporated herein
by reference.                                                 

(g)      Filed as an exhibit to Amendment No. 2 to the Registration Statement on
       Form S-1, filed with the Commission on November 6, 1992 (Registration
No. 33-52430), and incorporated herein by reference.          

(h)      Filed as an exhibit to Amendment No. 1 to the Registration Statement on
       Form S-1, filed with the Commission on October 20, 1992 (Registration
No. 33-52432), and incorporated herein by reference.          

(i)      Filed as an Exhibit to Company's Report on Form 8-A, filed with        
     Commission on August 3, 1993, and incorporated herein by reference.

(j)      Filed as an Exhibit to Company's Report on Form 8-K, filed with        
     Commission on October 5, 1993 and incorporated herein by reference.

(k)      Filed as an Exhibit to Company's Report on Form 8-K, filed with        
       Commission on November 15, 1993 and incorporated herein by reference.

(l)      Filed as an Exhibit to Company's Annual Report on Form 10-K for the    
   fiscal year ended December 31, 1993, filed with the Commission on
March 28, 1994, and incorporated herin by reference.          

(m)      Filed as an Exhibit to Company's Report on Form 8-K, filed with the    
       Commission on November 22, 1994 and incorporated herein by reference.

(n)      Filed as an Exhibit to Company's Annual Report on Form 10-K for the    
   fiscal year ended December 31, 1994, filed with the Commission on
March 30, 1995, and incorporated herein by reference.         

(o)      Filed as an Exhibit to Company's Report on Form 8-K, filed with        
    Commission on April 3, 1995, and incorporated herein by reference.

*   Confidential treatment has been requested with respect                      
to portions of the Exhibit.                                             

**  Component of executive compensation.                                        

32

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10-K405 Filing		Date		First		Last			Other Filings
		3/27/92		31		34
		8/22/92		34
		10/20/92		34
		11/6/92		34
		11/19/92		30
		1/1/93		31		32
		7/20/93		31
		8/3/93		30		34
		10/5/93		34
		10/25/93		32
		10/28/93		31
		11/15/93		34
		12/31/93		34
		2/25/94		20
		3/4/94		20		33
		3/28/94		34
		11/22/94		34
		12/31/94		24		34
		3/1/95		32
		3/6/95		32
		3/20/95		32
		3/30/95		34
		3/31/95		20
		4/3/95		33		34
		12/31/95		24		28
		3/31/96		20					10-Q
		5/31/96		33
For The Period Ended		12/31/96		1		30			10-K405/A
		2/10/97		3		29
		3/17/97		1		27
		3/28/97		1		29
Filed On / Filed As Of		3/31/97							DEF 14A, 10-Q
		5/13/97		1					10-Q, DEF 14A
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