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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*
BOISE CASCADE OFFICE PRODUCTS CORPORATION
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
097403-10-9
---------------------------------
(CUSIP Number)
John W. Holleran
Senior Vice President and General Counsel
Boise Cascade Corporation
1111 W. Jefferson St.
Boise, ID 83728-0001
208/384-7704
_______________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 25, 1997
_____________________________________________
(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 which is the subject of
this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box { }.
Check the following box if a fee is being paid with this
statement { }. (A fee is not required only if the reporting
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>
CUSIP No. 097403-10-9 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BOISE CASCADE CORPORATION (I.R.S. EMPLOYER
IDENTIFICATION NO.: 82-0100960)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) {_}
(b) {_}
NOT APPLICABLE
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX 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
53,000,000
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
53,000,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* { }
NOT APPLICABLE
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
81.3041%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT
<PAGE>
SCHEDULE 13D
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 83728-0001.
BCC is an integrated paper and forest products company
headquartered in Boise, Idaho, with domestic and international
operations. The company manufactures and distributes paper and
wood products, distributes office products and building
materials, and owns and manages 2.4 million acres of timberland.
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
BCC purchased the shares of stock reported in Item 5
for $48,486,375 with working capital.
ITEM 4. PURPOSE OF TRANSACTION
Under the terms of the April 1, 1995, Shareholder
Agreement between BCOP and BCC, BCC has the option to purchase
any or all shares of voting securities issued by BCOP, subject to
various exceptions. The Agreement provides that this option will
remain in effect for as long as BCC owns at least 33% of the
voting power of BCOP's outstanding capital stock. This purchase
maintains BCC's 80% interest in BCOP, preserving the benefits of
tax consolidation.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of September 25, 1997, BCC owned 53,000,000
shares of BCOP's common stock or 81.3041% of the 65,187,401
shares of common stock outstanding.
(b) BCC has the sole power to vote and dispose of such
shares.
(c) During the 60 days prior to September 25, 1997,
BCC did not acquire any other shares of BCOP stock.
The 2,250,000 shares of unregistered common stock
(reported on this Schedule 13D) were issued to BCC by BCOP on
September 25, 1997, under the terms of the Shareholder Agreement
described in Item 4. Under the terms of this Agreement, the
selling price of the stock was fixed by a market-based formula at
$21.5495 per share.
(d-e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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.
October 1, 1997
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Date
BOISE CASCADE CORPORATION
/s/ Karen E. Gowland
- -----------------------------------------
Karen E. Gowland, Vice President,
Associate General Counsel, and
Corporate Secretary
