Officemax Inc · SC 13D/A · Boise Cascade Office Products Corp · On 12/7/99

Filed On 12/7/99   ·   SEC File 5-44929   ·   Accession Number 12978-99-59

Amendment to General Statement of Beneficial Ownership   ·   Schedule 13D
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Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          15±    72K 
                          Ownership                                              
 2: EX-1        Underwriting Agreement                                 1      7K 

SC 13D/A   ·   Amendment to General Statement of Beneficial Ownership
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Amendment No. 2 to Schedule 13D                                       

UNITED STATES     
SECURITIES AND EXCHANGE COMMISSION    
Washington, DC 20549    

SCHEDULE 13D    

Under the Securities Exchange Act of 1934     

(Amendment No. 2)*    

BOISE CASCADE OFFICE PRODUCTS CORPORATION     
___________________________________________     
(Name of Issuer)    

Common Stock, par value $.01 per share    
___________________________________________     
(Title of Class of Securities)    

097403-10-9     
___________________________________________     
(CUSIP Number)    

John W. Holleran    
Senior Vice President, Human Resources, and General Counsel     
Boise Cascade Corporation     
P.O. Box 50     
Boise, ID 83728-0001      
208/384-6161      
___________________________________________     
(Name, Address and Telephone Number of Person     
Authorized to Receive Notices and Communications)     

December 3, 1999      
___________________________________________     
(Date of Event which Requires Filing of this Statement)     

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

Note:  Schedules filed in paper format shall include a signed original and      
five copies of the schedule, including all exhibits.  See Section 240.13d-7     
for other parties to whom copies are to be sent.                                

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

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

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CUSIP No. 097403-10-9                                                           

1.   Name of Reporting Persons.                                                 
I.R.S. Identification Nos. of above persons (entities only).          

BOISE CASCADE CORPORATION                                   
(I.R.S. EMPLOYER IDENTIFICATION NO.:  82-0100960)           

2.   Check the Appropriate Box if a Member of a Group (See Instructions)        

(a)  [___]                                                  
(b)  [___]                                                  
NOT APPLICABLE                                    

3.   SEC Use Only                                                               

4.   Source of Funds (See Instructions)                                         

WC and/or BK                                                

5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to           
Items 2(d) or 2(e)  [___]                                             

NOT APPLICABLE                                              

6.   Citizenship or Place of Organization                                       

STATE OF DELAWARE, U.S.A.                                   

Number of Shares Beneficially Owned by Each Reporting Person With               

7.   Sole Voting Power:         53,398,724                            

8.   Shared Voting Power:       -0-                                   

9.   Sole Dispositive Power:    53,398,724                            

10.  Shared Dispositive Power:  -0-                                   

11.  Aggregate Amount Beneficially Owned by Each Reporting Person               

53,398,724                                                  

12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See     
Instructions)  [___]                                                            

NOT APPLICABLE                                              

13.  Percent of Class Represented by Amount in Row (11)                         

81.1528%                                                    

14.  Type of Reporting Person (See Instructions)                                

CO                                                          
Item 1.   Security and Issuer                                                   

  The class of securities to which this statement relates is the
common stock, par value $.01 per share, of Boise Cascade Office Products        
Corporation ("BCOP"), whose address is 800 West Bryn Mawr Avenue, Itasca,       
Illinois 60143.                                                                 

Item 2.   Identity and Background                                               

This statement is being filed on behalf of Boise Cascade    
Corporation ("BCC"), a Delaware corporation, whose principal office is          
located at 1111 West Jefferson Street, Boise, Idaho 83702.                      

 BCC, headquartered in Boise, Idaho, is a major distributor of
office products and building materials and an integrated manufacturer and       
distributor of paper and wood products.  The company also owns and manages      
over 2 million acres of timberland in the United States.                        

  BCC has not, during the last five years, been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors)      
and has not been a party to a civil proceeding of a judicial or                 
administrative body of competent jurisdiction and as a result of such           
proceeding was or is subject to a judgment, decree, or final order              
enjoining future violations of, or prohibiting or mandating activities          
subject to, federal or state securities laws or finding any violation with      
respect to such laws.                                                           

Anne L. Armstrong, a USA citizen, is a director of BCC.  Her
address is P.O. Box 1358, Kingsville, Texas 78363.  Mrs. Armstrong has not,     
during the last five years, been convicted in any criminal proceeding           
(excluding traffic violations or similar misdemeanors) and has not been a       
party to a civil proceeding of a judicial or administrative body of             
competent jurisdiction and as a result of such proceeding was or is subject     
to a judgment, decree, or final order enjoining future violations of, or        
prohibiting or mandating activities subject to, federal or state securities     
laws or finding any violation with respect to such laws.                        

  Philip J. Carroll, a USA citizen, is a director of BCC.  He is
the chairman of the board and chief executive officer of Fluor Corporation,     
a global engineering, construction, maintenance, and diversified services       
company.  Fluor's address is 3353 Michelson Drive, Irvine, California           
92698.  Mr. Carroll has not, during the last five years, been convicted in      
any criminal proceeding (excluding traffic violations or similar                
misdemeanors) and has not been a party to a civil proceeding of a judicial      
or administrative body of competent jurisdiction and as a result of such        
proceeding was or is subject to a judgment, decree, or final order              
enjoining future violations of, or prohibiting or mandating activities          
subject to, federal or state securities laws or finding any violation with      
respect to such laws.                                                           

   Rakesh Gangwal, a USA citizen, is a director of BCC.  He is the
president and chief executive officer of US Airways Group, Inc., the parent     
corporation for US Airways' mainline jet and express divisions as well as       
several related companies, all in the air transportation industry.  US          
Airways Group's address is 2345 Crystal Drive, Arlington, Virginia 22227.       
Mr. Gangwal is also the president and chief executive officer of US             
Airways, Inc., the main operating arm of US Airways Group.  He has not,         
during the last five years, been convicted in any criminal proceeding           
(excluding traffic violations or similar misdemeanors) and has not been a       
party to a civil proceeding of a judicial or administrative body of             
competent jurisdiction and as a result of such proceeding was or is subject     
to a judgment, decree, or final order enjoining future violations of, or        
prohibiting or mandating activities subject to, federal or state securities     
laws or finding any violation with respect to such laws.                        

    Edward E. Hagenlocker, a USA citizen, is a director of BCC.  His
address is 1400 North Woodward Avenue, Suite 165, Bloomfield, Michigan          
48304.  Mr. Hagenlocker has not, during the last five years, been convicted     
in any criminal proceeding (excluding traffic violations or similar             
misdemeanors) and has not been a party to a civil proceeding of a judicial      
or administrative body of competent jurisdiction and as a result of such        
proceeding was or is subject to a judgment, decree, or final order              
enjoining future violations of, or prohibiting or mandating activities          
subject to, federal or state securities laws or finding any violation with      
respect to such laws.                                                           

   Robert K. Jaedicke, a USA citizen, is a director of BCC.  He is
professor (emeritus) of accounting at the Stanford University Business          
School located in Stanford, California 94305.  Mr. Jaedicke has not, during     
the last five years, been convicted in any criminal proceeding (excluding       
traffic violations or similar misdemeanors) and has not been a party to a       
civil proceeding of a judicial or administrative body of competent              
jurisdiction and as a result of such proceeding was or is subject to a          
judgment, decree, or final order enjoining future violations of, or             
prohibiting or mandating activities subject to, federal or state securities     
laws or finding any violation with respect to such laws.                        

  Donald S. Macdonald, a Canadian citizen, is a director of BCC.
He is of counsel in the Toronto law firm of McCarthy Tetrault located at        
Suite 4700, Toronto Dominion Bank Tower, Toronto-Dominion Centre, Toronto,      
Ontario, M5K 1E6, Canada.  Mr. Macdonald has not, during the last five          
years, been convicted in any criminal proceeding (excluding traffic             
violations or similar misdemeanors) and has not been a party to a civil         
proceeding of a judicial or administrative body of competent jurisdiction       
and as a result of such proceeding was or is subject to a judgment, decree,     
or final order enjoining future violations of, or prohibiting or mandating      
activities subject to, federal or state securities laws or finding any          
violation with respect to such laws.                                            

    Gary G. Michael, a USA citizen, is a director of BCC.  He is the
chairman of the board and chief executive officer of Albertson's, Inc., a       
retail food and drug company.  Albertson's address is P.O. Box 20, Boise,       
Idaho 83726.  Mr. Michael has not, during the last five years, been             
convicted in any criminal proceeding (excluding traffic violations or           
similar misdemeanors) and has not been a party to a civil proceeding of a       
judicial or administrative body of competent jurisdiction and as a result       
of such proceeding was or is subject to a judgment, decree, or final order      
enjoining future violations of, or prohibiting or mandating activities          
subject to, federal or state securities laws or finding any violation with      
respect to such laws.                                                           

   Paul J. Phoenix, a Canadian citizen, is a director of BCC.  His
address is 218 Northshore Blvd., West, Burlington, Ontario, L7T 1A4,            
Canada.  Mr. Phoenix has not, during the last five years, been convicted in     
any criminal proceeding (excluding traffic violations or similar                
misdemeanors) and has not been a party to a civil proceeding of a judicial      
or administrative body of competent jurisdiction and as a result of such        
proceeding was or is subject to a judgment, decree, or final order              
enjoining future violations of, or prohibiting or mandating activities          
subject to, federal or state securities laws or finding any violation with      
respect to such laws.                                                           

    A. William Reynolds, a USA citizen, is a director of BCC.  He is
the chief executive of Old Mill Group, a private investment firm.  Old Mill     
Group's address is 1696 Georgetown Rd., Unit E, Hudson, Ohio 44236.             
Mr. Reynolds has not, during the last five years, been convicted in any         
criminal proceeding (excluding traffic violations or similar misdemeanors)      
and has not been a party to a civil proceeding of a judicial or                 
administrative body of competent jurisdiction and as a result of such           
proceeding was or is subject to a judgment, decree, or final order              
enjoining future violations of, or prohibiting or mandating activities          
subject to, federal or state securities laws or finding any violation with      
respect to such laws.                                                           

     Francesca Ruiz de Luzuriaga, a USA citizen, is a director of BCC.
She is the chief operating officer of Mattel Interactive, a business unit       
of Mattel, Inc., one of the major toy manufacturers in the world.  Mattel's     
address is 333 Continental Blvd., El Segundo, California 90245.  Ms. Ruiz       
de Luzuriaga has not, during the last five years, been convicted in any         
criminal proceeding (excluding traffic violations or similar misdemeanors)      
and has not been a party to a civil proceeding of a judicial or                 
administrative body of competent jurisdiction and as a result of such           
proceeding was or is subject to a judgment, decree, or final order              
enjoining future violations of, or prohibiting or mandating activities          
subject to, federal or state securities laws or finding any violation with      
respect to such laws.                                                           

  Jane E. Shaw, a USA citizen, is a director of BCC.  She is the
chairman of the board and chief executive officer of AeroGen, Inc., a           
private company specializing in the development of pulmonary drug delivery      
systems.  AeroGen's address is 1310 Orleans Drive, Sunnyvale, California        
94089.  Ms. Shaw has not, during the last five years, been convicted in any     
criminal proceeding (excluding traffic violations or similar misdemeanors)      
and has not been a party to a civil proceeding of a judicial or                 
administrative body of competent jurisdiction and as a result of such           
proceeding was or is subject to a judgment, decree, or final order              
enjoining future violations of, or prohibiting or mandating activities          
subject to, federal or state securities laws or finding any violation with      
respect to such laws.                                                           

 Frank A. Shrontz, a USA citizen, is a director of BCC.  He is
chairman emeritus of The Boeing Company, an aerospace company.  Boeing's        
address is 7755 East Marginal Way, South, Seattle, Washington 98108.  Mr.       
Shrontz has not, during the last five years, been convicted in any criminal     
proceeding (excluding traffic violations or similar misdemeanors) and has       
not been a party to a civil proceeding of a judicial or administrative body     
of competent jurisdiction and as a result of such proceeding was or is          
subject to a judgment, decree, or final order enjoining future violations       
of, or prohibiting or mandating activities subject to, federal or state         
securities laws or finding any violation with respect to such laws.             

   Ward W. Woods, Jr., a USA citizen, is a director of BCC.  He is
the president and chief executive officer of Bessemer Securities, LLC, a        
privately held investment company.  Bessemer Securities' address is 630         
Fifth Avenue, 39th Floor, New York, New York 10111.  Mr. Woods has not,         
during the last five years, been convicted in any criminal proceeding           
(excluding traffic violations or similar misdemeanors) and has not been a       
party to a civil proceeding of a judicial or administrative body of             
competent jurisdiction and as a result of such proceeding was or is subject     
to a judgment, decree, or final order enjoining future violations of, or        
prohibiting or mandating activities subject to, federal or state securities     
laws or finding any violation with respect to such laws.                        

George J. Harad, a USA citizen, is the chairman and chief   
executive officer of BCC.  His address is Boise Cascade Corporation, 1111       
West Jefferson Street, Boise, Idaho 83702.  Mr. Harad has not, during the       
last five years, been convicted in any criminal proceeding (excluding           
traffic violations or similar misdemeanors) and has not been a party to a       
civil proceeding of a judicial or administrative body of competent              
jurisdiction and as a result of such proceeding was or is subject to a          
judgment, decree, or final order enjoining future violations of, or             
prohibiting or mandating activities subject to, federal or state securities     
laws or finding any violation with respect to such laws.                        

John C. Bender, a USA citizen, is the senior vice president,
building products, of BCC.  His address is Boise Cascade Corporation, 1111      
West Jefferson Street, Boise, Idaho 83702.  Mr. Bender has not, during the      
last five years, been convicted in any criminal proceeding (excluding           
traffic violations or similar misdemeanors) and has not been a party to a       
civil proceeding of a judicial or administrative body of competent              
jurisdiction and as a result of such proceeding was or is subject to a          
judgment, decree, or final order enjoining future violations of, or             
prohibiting or mandating activities subject to, federal or state securities     
laws or finding any violation with respect to such laws.                        

     Theodore Crumley, a USA citizen, is the senior vice president and
chief financial officer of BCC.  His address is Boise Cascade Corporation,      
1111 West Jefferson Street, Boise, Idaho 83702.  Mr. Crumley has not,           
during the last five years, been convicted in any criminal proceeding           
(excluding traffic violations or similar misdemeanors) and has not been a       
party to a civil proceeding of a judicial or administrative body of             
competent jurisdiction and as a result of such proceeding was or is subject     
to a judgment, decree, or final order enjoining future violations of, or        
prohibiting or mandating activities subject to, federal or state securities     
laws or finding any violation with respect to such laws.                        

A. Ben Groce, a USA citizen, is the senior vice president,  
manufacturing, paper division, of BCC.  His address is Boise Cascade            
Corporation, 1111 West Jefferson Street, Boise, Idaho 83702.  Mr. Groce has     
not, during the last five years, been convicted in any criminal proceeding      
(excluding traffic violations or similar misdemeanors) and has not been a       
party to a civil proceeding of a judicial or administrative body of             
competent jurisdiction and as a result of such proceeding was or is subject     
to a judgment, decree, or final order enjoining future violations of, or        
prohibiting or mandating activities subject to, federal or state securities     
laws or finding any violation with respect to such laws.                        

  John W. Holleran, a USA citizen, is the senior vice president,
human resources, and general counsel of BCC.  His address is Boise Cascade      
Corporation, 1111 West Jefferson Street, Boise, Idaho 83702.  Mr. Holleran      
has not, during the last five years, been convicted in any criminal             
proceeding (excluding traffic violations or similar misdemeanors) and has       
not been a party to a civil proceeding of a judicial or administrative body     
of competent jurisdiction and as a result of such proceeding was or is          
subject to a judgment, decree, or final order enjoining future violations       
of, or prohibiting or mandating activities subject to, federal or state         
securities laws or finding any violation with respect to such laws.             

Christopher C. Milliken, a USA citizen, is a senior vice    
president of BCC and the president and chief executive officer of BCOP.         
His address is Boise Cascade Office Products Corporation, 800 West Bryn         
Mawr Avenue, Itasca, Illinois 60143.  Mr. Milliken has not, during the last     
five years, been convicted in any criminal proceeding (excluding traffic        
violations or similar misdemeanors) and has not been a party to a civil         
proceeding of a judicial or administrative body of competent jurisdiction       
and as a result of such proceeding was or is subject to a judgment, decree,     
or final order enjoining future violations of, or prohibiting or mandating      
activities subject to, federal or state securities laws or finding any          
violation with respect to such laws.                                            

    N. David Spence, a USA citizen, is the senior vice president and
general manager, paper division, of BCC.  His address is Boise Cascade          
Corporation, 1111 West Jefferson Street, Boise, Idaho 83702.  Mr. Spence        
has not, during the last five years, been convicted in any criminal             
proceeding (excluding traffic violations or similar misdemeanors) and has       
not been a party to a civil proceeding of a judicial or administrative body     
of competent jurisdiction and as a result of such proceeding was or is          
subject to a judgment, decree, or final order enjoining future violations       
of, or prohibiting or mandating activities subject to, federal or state         
securities laws or finding any violation with respect to such laws.             

   A. James Balkins III, a USA citizen, is a vice president of BCC
and the senior vice president, chief financial officer, and treasurer of        
BCOP.  His address is Boise Cascade Office Products Corporation, 800 West       
Bryn Mawr Avenue, Itasca, Illinois 60143.  Mr. Balkins has not, during the      
last five years, been convicted in any criminal proceeding (excluding           
traffic violations or similar misdemeanors) and has not been a party to a       
civil proceeding of a judicial or administrative body of competent              
jurisdiction and as a result of such proceeding was or is subject to a          
judgment, decree, or final order enjoining future violations of, or             
prohibiting or mandating activities subject to, federal or state securities     
laws or finding any violation with respect to such laws.                        

     Stanley R. Bell, a USA citizen, is the vice president and general
manager, building materials distribution division, of BCC.  His address is      
Boise Cascade Corporation, 1111 West Jefferson Street, Boise, Idaho 83702.      
Mr. Bell has not, during the last five years, been convicted in any             
criminal proceeding (excluding traffic violations or similar misdemeanors)      
and has not been a party to a civil proceeding of a judicial or                 
administrative body of competent jurisdiction and as a result of such           
proceeding was or is subject to a judgment, decree, or final order              
enjoining future violations of, or prohibiting or mandating activities          
subject to, federal or state securities laws or finding any violation with      
respect to such laws.                                                           

Charles D. Blencke, a USA citizen, is the vice president,   
Louisiana operations, paper division, of BCC.  His address is Boise Cascade     
Corporation, P.O. Box 1060, DeRidder, Louisiana 70634-1060.  Mr. Blencke        
has not, during the last five years, been convicted in any criminal             
proceeding (excluding traffic violations or similar misdemeanors) and has       
not been a party to a civil proceeding of a judicial or administrative body     
of competent jurisdiction and as a result of such proceeding was or is          
subject to a judgment, decree, or final order enjoining future violations       
of, or prohibiting or mandating activities subject to, federal or state         
securities laws or finding any violation with respect to such laws.             

Thomas E. Carlile, a USA citizen, is the vice president and 
controller of BCC.  His address is Boise Cascade Corporation, 1111 West         
Jefferson Street, Boise, Idaho 83702.  Mr. Carlile has not, during the last     
five years, been convicted in any criminal proceeding (excluding traffic        
violations or similar misdemeanors) and has not been a party to a civil         
proceeding of a judicial or administrative body of competent jurisdiction       
and as a result of such proceeding was or is subject to a judgment, decree,     
or final order enjoining future violations of, or prohibiting or mandating      
activities subject to, federal or state securities laws or finding any          
violation with respect to such laws.                                            

Graham L. Covington, a USA citizen, is the vice president,  
marketing and sales, paper division, of BCC.  His address is Boise Cascade      
Corporation, 1800 SW First Avenue, Suite 300, Portland, Oregon 97201-5324.      
Mr. Covington has not, during the last five years, been convicted in any        
criminal proceeding (excluding traffic violations or similar misdemeanors)      
and has not been a party to a civil proceeding of a judicial or                 
administrative body of competent jurisdiction and as a result of such           
proceeding was or is subject to a judgment, decree, or final order              
enjoining future violations of, or prohibiting or mandating activities          
subject to, federal or state securities laws or finding any violation with      
respect to such laws.                                                           

     Karen E. Gowland, a USA citizen, is the vice president, associate
general counsel, and corporate secretary of BCC.  Her address is Boise          
Cascade Corporation, 1111 West Jefferson Street, Boise, Idaho 83702.            
Ms. Gowland has not, during the last five years, been convicted in any          
criminal proceeding (excluding traffic violations or similar misdemeanors)      
and has not been a party to a civil proceeding of a judicial or                 
administrative body of competent jurisdiction and as a result of such           
proceeding was or is subject to a judgment, decree, or final order              
enjoining future violations of, or prohibiting or mandating activities          
subject to, federal or state securities laws or finding any violation with      
respect to such laws.                                                           

Vincent T. Hannity, a USA citizen, is the vice president,   
corporate communications and investor relations, of BCC.  His address is        
Boise Cascade Corporation, 1111 West Jefferson Street, Boise, Idaho 83702.      
Mr. Hannity has not, during the last five years, been convicted in any          
criminal proceeding (excluding traffic violations or similar misdemeanors)      
and has not been a party to a civil proceeding of a judicial or                 
administrative body of competent jurisdiction and as a result of such           
proceeding was or is subject to a judgment, decree, or final order              
enjoining future violations of, or prohibiting or mandating activities          
subject to, federal or state securities laws or finding any violation with      
respect to such laws.                                                           

 Guy G. Hurlbutt, a USA citizen, is the vice president, public
policy and environment, of BCC.  His address is Boise Cascade Corporation,      
1111 West Jefferson Street, Boise, Idaho 83702.  Mr. Hurlbutt has not,          
during the last five years, been convicted in any criminal proceeding           
(excluding traffic violations or similar misdemeanors) and has not been a       
party to a civil proceeding of a judicial or administrative body of             
competent jurisdiction and as a result of such proceeding was or is subject     
to a judgment, decree, or final order enjoining future violations of, or        
prohibiting or mandating activities subject to, federal or state securities     
laws or finding any violation with respect to such laws.                        

Irving Littman, a USA citizen, is the vice president and    
treasurer of BCC.  His address is Boise Cascade Corporation, 1111 West          
Jefferson Street, Boise, Idaho 83702.  Mr. Littman has not, during the last     
five years, been convicted in any criminal proceeding (excluding traffic        
violations or similar misdemeanors) and has not been a party to a civil         
proceeding of a judicial or administrative body of competent jurisdiction       
and as a result of such proceeding was or is subject to a judgment, decree,     
or final order enjoining future violations of, or prohibiting or mandating      
activities subject to, federal or state securities laws or finding any          
violation with respect to such laws.                                            

    Jeffrey G. Lowe, a USA citizen, is the vice president, Minnesota
operations, paper division, of BCC.  His address is Boise Cascade               
Corporation, International Falls, Minnesota 56649.  Mr. Lowe has not,           
during the last five years, been convicted in any criminal proceeding           
(excluding traffic violations or similar misdemeanors) and has not been a       
party to a civil proceeding of a judicial or administrative body of             
competent jurisdiction and as a result of such proceeding was or is subject     
to a judgment, decree, or final order enjoining future violations of, or        
prohibiting or mandating activities subject to, federal or state securities     
laws or finding any violation with respect to such laws.                        

    Richard W. Merson, a USA citizen, is the vice president, Alabama
operations, paper division, of BCC.  His address is Boise Cascade               
Corporation, 307 West Industrial Road, Jackson, Alabama 36545-3499.             
Mr. Merson has not, during the last five years, been convicted in any           
criminal proceeding (excluding traffic violations or similar misdemeanors)      
and has not been a party to a civil proceeding of a judicial or                 
administrative body of competent jurisdiction and as a result of such           
proceeding was or is subject to a judgment, decree, or final order              
enjoining future violations of, or prohibiting or mandating activities          
subject to, federal or state securities laws or finding any violation with      
respect to such laws.                                                           

   Carol B. Moerdyk, a USA citizen, is a vice president of BCC and
the senior vice president, North American and Australian contract               
operations, of BCOP.  Her address is Boise Cascade Office Products              
Corporation, 800 West Bryn Mawr Avenue, Itasca, Illinois 60143.                 
Ms. Moerdyk has not, during the last five years, been convicted in any          
criminal proceeding (excluding traffic violations or similar misdemeanors)      
and has not been a party to a civil proceeding of a judicial or                 
administrative body of competent jurisdiction and as a result of such           
proceeding was or is subject to a judgment, decree, or final order              
enjoining future violations of, or prohibiting or mandating activities          
subject to, federal or state securities laws or finding any violation with      
respect to such laws.                                                           

  David A. New, a USA citizen, is the vice president, timberland
resources, of BCC.  His address is Boise Cascade Corporation, 1111 West         
Jefferson Street, Boise, Idaho 83702.  Mr. New has not, during the last         
five years, been convicted in any criminal proceeding (excluding traffic        
violations or similar misdemeanors) and has not been a party to a civil         
proceeding of a judicial or administrative body of competent jurisdiction       
and as a result of such proceeding was or is subject to a judgment, decree,     
or final order enjoining future violations of, or prohibiting or mandating      
activities subject to, federal or state securities laws or finding any          
violation with respect to such laws.                                            

Item 3.   Source and Amount of Funds or Other Consideration                     

  BCC purchased the shares of stock additive to those previously
reported in the Schedule 13D prior to this amendment at various times and       
various prices with working capital.  If BCC were to purchase BCOP's            
remaining outstanding shares at a price of $13.25 per share pursuant to the     
proposal described in Item 4 below, the total purchase price would be           
approximately $164.32 million.  BCC plans to finance the purchase price         
with working capital, including available cash or borrowing under a             
Revolving Credit Agreement dated as of March 11, 1997, as amended September     
25, 1997, Bank of America NT&SA as agent.                                       

Item 4.   Purpose of Transaction                                                

By letter dated December 3, 1999, to George J. Harad, BCC's 
chairman of the board and chief executive officer, a copy of which is filed     
as Exhibit 1 to this Amendment No. 2, BCOP's Committee of Independent           
Directors reported that, in its view, BCC's proposal to purchase all of the     
shares of BCOP not owned by BCC for a price of $13.25, as reflected in a        
letter to the Committee on November 30, 1999, is not in the best interest       
of BCOP's public shareholders.  The Committee indicated that it will not        
recommend that the BCOP board or shareholders accept such proposal.             

     BCC is currently considering all of the alternatives available to
it.  These alternatives may include withdrawing the current proposal to         
purchase all of the outstanding public shares; acquiring all of the             
outstanding shares of BCOP through a merger, tender offer, or otherwise; or     
such other actions as BCC may deem appropriate.  BCC may also engage in         
discussions with BCOP's Committee of Independent Directors and its advisors     
with respect to the alternatives considered.  BCC intends to review its         
investment in BCOP on a continuing basis and, depending on various factors,     
including BCOP's business and financial position, conditions in the             
securities markets, general economic conditions, and the relative               
attractiveness of alternative business and investment opportunities, may        
take actions with respect to its investment in BCOP as it deems appropriate     
in light of the circumstances from time to time.                                

Item 5.   Interest in Securities of the Issuer                                  

 As of November 1, 1999, BCC owned 53,398,724 shares of BCOP's
common stock or 81.1528% of the 65,800,212 shares of common stock               
outstanding.  BCC has the sole power to vote and dispose of such shares.        
During the 60 days prior to December 1, 1999, BCC did not acquire any other     
shares of BCOP stock.  (d-e)are not applicable to BCC.                          

   As of November 1, 1999, Anne L. Armstrong owned 4,000 shares of
BCOP's common stock or less than 1% of the 65,800,212 shares of common          
stock outstanding.  She has the sole power to vote and dispose of such          
shares.  During the 60 days prior to December 1, 1999, Mrs. Armstrong did       
not acquire any other shares of BCOP stock.  (d-e)are not applicable to         
her.                                                                            

    As of November 1, 1999, Philip J. Carroll did not own any shares
of BCOP's common stock.                                                         

    As of November 1, 1999, Rakesh Gangwal did not own any shares of
BCOP's common stock.                                                            

 As of November 1, 1999, Edward E. Hagenlocker did not own any
shares of BCOP's common stock.                                                  

     As of November 1, 1999, Robert K. Jaedicke did not own any shares
of BCOP's common stock.                                                         

As of November 1, 1999, Donald S. Macdonald did not own any 
shares of BCOP's common stock.                                                  

     As of November 1, 1999, Gary G. Michael did not own any shares of
BCOP's common stock.                                                            

     As of November 1, 1999, Paul J. Phoenix did not own any shares of
BCOP's common stock.                                                            

     As of November 1, 1999, A. William Reynolds held 23,000 shares of
BCOP's common stock under option.  He owns 20,000 shares of BCOP's common       
stock or less than 1% of the 65,800,212 shares of common stock outstanding.     
He has the sole power to vote and dispose of such shares.  During the 60        
days prior to December 1, 1999, Mr. Reynolds did not acquire any other          
shares of BCOP stock.  (d-e)are not applicable to him.                          

   As of November 1, 1999, Francesca Ruiz de Luzuriaga did not own
any shares of BCOP's common stock.                                              

     As of November 1, 1999, Jane E. Shaw owned 5,000 shares of BCOP's
common stock or less than 1% of the 65,800,212 shares of common stock           
outstanding.  She has the sole power to vote and dispose of such shares.        
During the 60 days prior to December 1, 1999, Mrs. Shaw did not acquire any     
other shares of BCOP stock.  (d-e)are not applicable to her.                    

   As of November 1, 1999, Frank A. Shrontz did not own any shares
of BCOP's common stock.                                                         

As of November 1, 1999, Ward W. Woods, Jr., did not own any 
shares of BCOP's common stock.                                                  

 As of November 1, 1999, George J. Harad owned 5,000 shares of
BCOP's common stock or less than 1% of the 65,800,212 shares of common          
stock outstanding.  He has the sole power to vote and dispose of such           
shares.  During the 60 days prior to December 1, 1999, Mr. Harad did not        
acquire any other shares of BCOP stock.  (d-e)are not applicable to him.        

    As of November 1, 1999, John C. Bender did not own any shares of
BCOP's common stock.                                                            

  As of November 1, 1999, Theodore Crumley owned 1,000 shares of
BCOP's common stock or less than 1% of the 65,800,212 shares of common          
stock outstanding.  He has the sole power to vote and dispose of such           
shares.  During the 60 days prior to December 1, 1999, Mr. Crumley did not      
acquire any other shares of BCOP stock.  (d-e)are not applicable to him.        

As of November 1, 1999, A. Ben Groce owned 25,894 shares of 
BCOP's common stock (through BCC's Savings and Supplemental Retirement Plan     
("SSRP"), a defined contribution plan qualified under Section 401(a) of the     
Internal Revenue Code) or less than 1% of the 65,800,212 shares of common       
stock outstanding.  He has the sole power to vote and dispose of such           
shares.  During the 60 days prior to December 1, 1999, Mr. Groce did not        
acquire any other shares of BCOP stock, other than through his                  
contributions to the SSRP.  (d-e)are not applicable to him.                     

As of November 1, 1999, John W. Holleran owned 907 shares of
BCOP's common stock (through BCC's Savings and Supplemental Retirement Plan     
("SSRP"), a defined contribution plan qualified under Section 401(a) of the     
Internal Revenue Code) or less than 1% of the 65,800,212 shares of common       
stock outstanding.  He has the sole power to vote and dispose of such           
shares.  During the 60 days prior to December 1, 1999, Mr. Holleran did not     
acquire any other shares of BCOP stock, other than through his                  
contributions to the SSRP.  (d-e)are not applicable to him.                     

As of November 1, 1999, Christopher C. Milliken held 296,400
shares of BCOP's common stock under option.  He owns 8,400 shares of BCOP's     
common stock and holds 14,152 shares through BCC's SSRP, or less than 1% of     
the 65,800,212 shares of common stock outstanding.  He has the sole power       
to vote and dispose of such shares.  During the 60 days prior to                
December 1, 1999, Mr. Milliken did not acquire any other shares of BCOP         
stock, other than through his contributions to the SSRP.  (d-e)are not          
applicable to him.                                                              

     As of November 1, 1999, N. David Spence did not own any shares of
BCOP's common stock.                                                            

   As of November 1, 1999, A. James Balkins III held 81,000 shares
of BCOP's common stock under option.  He owns 200 shares of BCOP's common       
stock and holds 10,282 shares through BCC's SSRP, or less than 1% of the        
65,800,212 shares of common stock outstanding.  He has the sole power to        
vote and dispose of such shares.  During the 60 days prior to December 1,       
1999, Mr. Balkins did not acquire any other shares of BCOP stock, other         
than through his contributions to the SSRP.  (d-e)are not applicable to         
him.                                                                            

     As of November 1, 1999, Stanley R. Bell did not own any shares of
BCOP's common stock.                                                            

    As of November 1, 1999, Charles D. Blencke owned 2,165 shares of
BCOP's common stock through BCC's SSRP or less than 1% of the 65,800,212        
shares of common stock outstanding.  He has the sole power to vote and          
dispose of such shares.  During the 60 days prior to December 1, 1999,          
Mr. Blencke did not acquire any other shares of BCOP stock, other than          
through his contributions to the SSRP.  (d-e)are not applicable to him.         

   As of November 1, 1999, Thomas E. Carlile owned 8,460 shares of
BCOP's common stock through BCC's SSRP or less than 1% of the 65,800,212        
shares of common stock outstanding.  He has the sole power to vote and          
dispose of such shares.  During the 60 days prior to December 1, 1999,          
Mr. Carlile did not acquire any other shares of BCOP stock, other than          
through his contributions to the SSRP.  (d-e)are not applicable to him.         

     As of November 1, 1999, Graham L. Covington owned 2,927 shares of
BCOP's common stock through BCC's SSRP or less than 1% of the 65,800,212        
shares of common stock outstanding.  He has the sole power to vote and          
dispose of such shares.  During the 60 days prior to December 1, 1999,          
Mr. Covington did not acquire any other shares of BCOP stock, other than        
through his contributions to the SSRP.  (d-e)are not applicable to him.         

   As of November 1, 1999, Karen E. Gowland did not own any shares
of BCOP's common stock.                                                         

  As of November 1, 1999, Vincent T. Hannity owned 828 shares of
BCOP's common stock through BCC's SSRP or less than 1% of the 65,800,212        
shares of common stock outstanding.  He has the sole power to vote and          
dispose of such shares.  During the 60 days prior to December 1, 1999,          
Mr. Hannity did not acquire any other shares of BCOP stock, other than          
through his contributions to the SSRP.  (d-e)are not applicable to him.         

     As of November 1, 1999, Guy G. Hurlbutt did not own any shares of
BCOP's common stock.                                                            

    As of November 1, 1999, Irving Littman did not own any shares of
BCOP's common stock.                                                            

     As of November 1, 1999, Jeffrey G. Lowe did not own any shares of
BCOP's common stock.                                                            

    As of November 1, 1999, Richard W. Merson did not own any shares
of BCOP's common stock.                                                         

   As of November 1, 1999, Carol B. Moerdyk held 183,400 shares of
BCOP's common stock under option.  She owns 5,000 shares of BCOP's common       
stock and holds 4,386 shares through BCC's SSRP, or less than 1% of the         
65,800,212 shares of common stock outstanding.  She has the sole power to       
vote and dispose of such shares.  During the 60 days prior to December 1,       
1999, Ms. Moerdyk did not acquire any other shares of BCOP stock, other         
than through her contributions to the SSRP.  (d-e)are not applicable to         
her.                                                                            

  As of November 1, 1999, David A. New did not own any shares of
BCOP's common stock.                                                            

Item 6.   Contracts, Arrangements, Understandings or Relationships with         
Respect to Securities of the Issuer                         

Not applicable.                                             

Item 7.   Material to Be Filed as Exhibits                                      

Exhibit 1    Letter dated December 3, 1999, from James G.   
              Connelly, III, chairman of the special Committee
          of Independent Directors, to George H. Harad

Signature                                                                       

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete,     
and correct.                                                                    

December 6, 1999                                                                
__________________                                                              
Date                                                              

BOISE CASCADE CORPORATION                                                       

/s/ Karen E. Gowland                                                            
_________________________________                                               
Karen E. Gowland, Vice President,                                               
Associate General Counsel, and                                                  
Corporate Secretary                                                             

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This SC 13D/A Filing		Date		First		Last			Other Filings
		3/11/97		2					DEF 14A
		9/25/97		2
		11/1/99		2
		11/30/99		2
		12/1/99		2					SC 13D/A
		12/3/99		1		2
		12/6/99		2
Filed On / Filed As Of		12/7/99
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