SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE 13G
________________
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
Boise Cascade Corporation
(NAME OF ISSUER)
$1.58 Depositary Shares Each Representing One-Tenth of a Share of Conversion
Preferred Stock, Series G (Automatically Convertible Equity Securities - ACES)
(TITLE OF CLASS OF SECURITIES)
097383 86 3
(CUSIP NUMBER)
Check the following box if a fee is being paid with this
statement. [ ]
(A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
__________________
* 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).
<PAGE>
13G
CUSIP No. 097383 86 3
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
D.E. Shaw Investments, L.P.
13-3470777
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
900,500
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
900,500
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
900,500
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
10.4%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
BD
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13G
CUSIP No. 097383 86 3
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
David E. Shaw
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
-0-
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
900,500
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
-0-
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
900,500
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
900,500
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
10.4%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1(a). NAME OF ISSUER:
Boise Cascade Corporation (the "Company")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
1111 West Jefferson Street, P.O. Box 50, Boise, ID 83728-0001
ITEM 2(a). NAME OF PERSON FILING:
D.E. Shaw Investments, L.P. ("D.E. Shaw")
David E. Shaw
ITEM 2(b). ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE:
120 West 45th Street, 39th Floor, Tower 45, New York,
NY 10036
ITEM 2(c). CITIZENSHIP:
D.E. Shaw is a limited partnership organized under
the laws of the State of Delaware.
David E. Shaw is a citizen of the United States.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
$1.58 Depositary Shares Each Representing One-Tenth of a Share of
Conversion Preferred Stock, Series G (Automatically Convertible
Equity Securities - ACES) ("ACES")
ITEM 2(e). CUSIP NUMBER:
097383 86 3
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d
-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON FILING
IS A:
(a) [x] Broker or dealer registered under Section
15 of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the
Act
(c) [ ] Insurance Company as defined in Section
3(a)(19) of the Act
(d) [ ] Investment Company registered under
Section 8 of the Investment Company Act
(e) [ ] Investment Adviser registered under
Section 203 of the Investment Advisers Act
of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which
is subject to the provisions of the
Employee Retirement Income Security Act of
1974 or Endowment Fund; see Rule 13d-
1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with
Rule 13d-1(b)(ii)(G); see item 7
(h) [ ] Group, in accordance with Rule 13d-
1(b)(1)(ii)(H)
This Schedule 13G initially filed for the month ended July 31, 1995 of (i)
D.E. Shaw Investments, L.P. ("D.E. Shaw") and (ii) David E. Shaw relating to
the $1.58 Depositary Shares; Each Representing One-Tenth of a Share of
Conversion Preferred Stock, Series G ("ACES") issued by Boise Cascade
Corporation (the "Company") is hereby amended by this Amendment No. 1 to the
Schedule 13G as follows:
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned:
900,500
(b) Percent of class:
10.4% (based on the 8,625,000 shares of ACES
outstanding as of December 31, 1995, as stated
by the Company.)
(c) Number of shares as to which such person
has:
(i) Sole power to vote or to direct the
vote
-0-
(ii) shared power to vote or to direct the
vote
900,500
(iii) sole power to dispose or to direct
the disposition of
-0-
(iv) shared power to dispose or to direct
the disposition of
900,500
By virtue of David Shaw's positions as President and
sole shareholder of D.E. Shaw & Co., Inc., the general partner of
D.E. Shaw & Co., L.P., the general partner of D.E. Shaw, David
Shaw may be deemed to have the shared power to vote or direct the
vote of, and the shared power to dispose or direct the
disposition of, the 900,500 shares of ACES held by D.E.
Shaw, constituting 10.4% of the outstanding shares of ACES and,
therefore, David Shaw may be deemed to be the beneficial owner of
such shares. David Shaw disclaims beneficial ownership of such
900,500 shares.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
Item 6 is hereby supplemented by the addition of the following:
This Amendment No. 1 to the Schedule 13G is filed by David E. Shaw
and D.E. Shaw, a Delaware limited partnership, with respect to the 900,500
shares of ACES held by D.E. Shaw at December 31, 1995. Each limited and
general partner of D.E. Shaw has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities. No such partner has any such right with respect to more than five
percent of the ACES.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
Not Applicable
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
<PAGE>
ITEM 10. CERTIFICATION. (if filing pursuant to Rule 13d-
1(b))
By signing below D.E. Shaw Investments, L.P. and
David E. Shaw certify that, to the best of their knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business, were not acquired for the purpose of
and do not have the effect of changing or influencing the control
of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
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.
June 17, 1996
(Date)
D.E. SHAW INVESTMENTS, L.P.
By: D.E. SHAW & CO., L.P.
General Partner
By: /s/ Stuart Steckler
(Signature)
Stuart Steckler/
Managing Director
(Name/Title)
DAVID E. SHAW
/s/ DAVID E. SHAW
(Signature)
<PAGE>
