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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1996

Commission File number 1-13662

BOISE CASCADE OFFICE PRODUCTS CORPORATION
800 West Bryn Mawr Avenue
Itasca, Illinois 60143
(630) 773 - 5000

A Delaware Corporation 82-0477390

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of exchange on which registered
Common Stock, $.01 par value New York Stock Exchange

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

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 nonaffiliates of the
registrant, computed by reference to the price at which the stock was sold as
of the close of business on February 28, 1997: $268,562,985.

Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.

Shares Outstanding
Class as of February 28, 1997
----- -----------------------
Common Stock, $.01 par value 62,888,440

DOCUMENTS INCORPORATED BY REFERENCE

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

2. Portions of the registrant's proxy statement relating to its 1997 annual
meeting of shareholders to be held on April 22, 1997, are incorporated by
reference into Part III of this Form 10-K ("the Company's proxy statement").

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BOISE CASCADE OFFICE PRODUCTS CORPORATION

TABLE OF CONTENTS

PART I
Item Page
- ---- ----
1. Business .............................................................. 3

2. Properties ............................................................ 15

3. Legal Proceedings ..................................................... 16

4. Submission of Matters to a Vote of Security Holders ................... 16

PART II

5. Market for Registrant's Common Equity and Related Stockholder Matters.. 16

6. Selected Financial Data ............................................... 17

7. Management's Discussion and Analysis of Financial Condition and
Results of Operations ................................................ 18

8. Financial Statements and Supplementary Data ........................... 18

9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure ................................................. 18

PART III
10. Directors and Executive Officers of the Registrant .................... 19

11. Executive Compensation ................................................ 20

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....... 21

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This Form 10-K contains "forward-looking statements" that involve
uncertainties and risks. When used in this document, the words "believe,"
"intend," "expect," "plan," and similar expressions are intended to identify
forward-looking statements. There can be no assurance that actual results will
not differ from the results expressed in, or implied by, these forward-looking
statements. Factors which could cause or contribute to such differences
include, among others: the success of new product line introductions; the pace
of acquisitions; the availability of financing for future acquisitions; the mix
of our sales by product category and country; the integration of acquired
companies; the effect of continued competitive pressure on pricing and margins;
the pace of cost structure improvements; the effects of the paper cycle; the
capabilities of operating and computer systems; the number of business days per
month and other month-to-month variations in customer demand; the uncertainties
of expansion into international markets, including currency exchange rates,
legal and regulatory requirements, and other factors; and the possible
volatility of the Company's stock price.

PART I

ITEM 1. BUSINESS

OVERVIEW

Boise Cascade Office Products Corporation (with its subsidiaries, "the Company"
or "we") is one of the world's premier distributors of products for the office.
We sell a broad line of branded and private label office supplies, furniture,
paper, computer-related items, and promotional products. We purchase most of
our products directly from manufacturers and distribute them directly
to end-user customers.

Throughout our 33-year history, our primary marketing focus has been and
remains business customers. For much of that time, we have concentrated on
serving the commodity office supply needs of large businesses in the United
States. More recently, we have broadened our marketing focus to include small
and medium-sized businesses and home offices, expanded our array of products
and services, and entered the United Kingdom, Canada, Australia, and Germany.

Large and Small Business Customers. We market our products and services
to large business customers, including our rapidly growing national account
customers in the U.S., through our direct sales force, our annual full-line
catalog (including a CD-ROM version), and a variety of specialized catalogs.
This is traditionally referred to as the contract stationer channel.

We serve small business and home office customers through the direct
marketing channel. Operating under the name Reliable in the U.S., Grand & Toy
Connect in Canada, Neat Ideas in the United Kingdom, and Buro & Technik in
Germany, we use targeted catalogs and sophisticated database marketing programs
to sell our products. We market to medium-sized business customers using
service elements of both channels, depending upon the specific customer needs.
In 1996, approximately 86% of our total sales were derived from the contract
stationer channel and approximately 14% from the direct marketing channel.

Geographic Expansion. Until the beginning of 1996, we operated only in
the U.S., where we are one of the largest distributors of office products. We
are now one of the largest distributors of office products in Australia, Canada
(under the name "Grand & Toy"), and the United Kingdom (under the name "Neat
Ideas"). We also operate office products retail stores in Canada to support
Grand & Toy's service to its business customers.

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In 1996, foreign operations accounted for approximately 15% of our
total net sales and approximately 12% of our total operating income.

We expect our international operations to become increasingly important in 1997
and in future years. In December 1996, we purchased the Canadian customer list
of Quill Corporation, which was the only sizable direct marketer of office
products in Canada. In January 1997, we entered into a joint venture with Otto
Versand, a German company which is one of the world's largest direct marketers
of consumer products. Through this joint venture, in which we have a 50%
interest, we will sell office products via direct marketing in continental
Europe, initially in Germany. For further financial information about our
foreign operations, see Note 1, "Organization and Basis of Presentation," of
the Notes to Financial Statements in our 1996 Annual Report, which is
incorporated herein by reference.

Our integrated network of 47 distribution centers in the U.S. enables
us to provide consistent products, prices, and service to our national account
customers. It also enables us to provide next-day delivery of virtually all
orders to our large business customers and approximately 70% of orders to our
small and medium-sized customers. We added 13 distribution centers to our U.S.
network in 1996, 11 through acquisitions of existing businesses and two through
start-ups. We intend to open at least one new distribution center in 1997 and
may acquire a few others to supplement our extensive U.S. distribution network.
In Canada we have a national network of nine distribution centers. In
Australia we have a national network of eight distribution centers.

THE OFFICE PRODUCTS DISTRIBUTION INDUSTRY

United States. The office products distribution industry in the U.S. is
consolidating rapidly and undergoing other significant changes. The industry
consists of companies that operate in one or more of three broad channels for
the marketing and distribution of office products to end-users. Business
customers have the opportunity to purchase office products through any of the
channels.

The contract stationer channel. Contract stationers typically
serve large and medium-sized business customers through product
catalogs and sales forces, stocking products in distribution
centers, and delivering them to customers the next business day
against orders received electronically, by telephone or fax, or
taken by a salesperson on the customer's premises. Contract
stationers typically enter into contracts with their customers that
specify prices for items the customers may order, services to be
provided, and other terms. Major contract stationers purchase
directly from manufacturers, rely upon wholesaler intermediaries
only to a limited extent for inventory backup and increased product
breadth, and offer significant volume-related discounts and a high
level of service to their customers. Historically, contract
stationers operated in only one or a very few major metropolitan
areas. The Company has been a significant exception for many years.
In recent years, principally as a result of consolidation by
acquisition, several other major contract stationers have emerged,
each of which operates in a number of major metropolitan areas and,
in some cases, nationally.

The direct marketing channel. Direct marketers of office
products typically target small and medium-sized business customers
and home offices. While their procurement and order fulfillment
functions are similar to contract stationers, direct marketers rely
exclusively on catalogs and other database marketing programs,
rather than direct sales forces, to sell their product offerings.
Their marketing is based upon large, proprietary

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customer databases and sophisticated circulation strategies designed
to increase sales from catalog mailings to customers and
prospects. In addition to a few large direct marketing companies
which primarily distribute office products, several of the major
contract stationers and office products retailers now employ direct
marketing techniques to expand their customer bases. The Company
first entered this channel with its 1994 acquisition of the direct
marketing office products distribution operations of The Reliable
Corporation ("Reliable"), which at the time was the third largest
direct marketing distributor of office products in the United
States.

The retail channel. Office products retailers typically serve
small and medium-sized businesses, home offices, and individuals.
For many years, the retail channel consisted principally of a large
number of independent dealers, operating only one or a few
relatively small stores in a single local area and purchasing a
limited inventory of office supplies from wholesalers for resale at
or near manufacturers' list prices. Over the last decade, the
retail channel has undergone significant change, primarily as a
result of the emergence and rapid growth of the office products
superstores. The superstore concept typically involves a large
suburban strip mall or stand-alone store which employs a warehouse
format, is open for business seven days a week, stocks a large
number and broad range of items in inventory, purchases in volume
and takes delivery at the store direct from manufacturers, and
offers many products at discounts from manufacturers' list prices.
Every major metropolitan area in the U.S. is now served by at least
one, and most by several, office products superstores.

The changes described above have blurred the lines between these three
marketing and distribution channels and between the companies operating in
these channels. Several major industry participants operate across these
channels and/or serve all or a large part of the office products customer
spectrum.

Significant changes are also taking place in the way business customers
purchase office products. Large multi-site businesses increasingly recognize
the efficiency and cost-effectiveness of uniform system-wide purchasing of
their office products requirements under a national contract with a single
distributor. We believe this move on the part of customers to reduce suppliers
and consolidate purchasing power is gaining momentum. In addition, some major
businesses are beginning to use integrated procurement systems as they seek to
satisfy not only their office product needs but also their requirements for a
variety of other office-related services and supplies from a single source.
Small and medium-sized businesses are also focusing on ways to increase
efficiency and reduce costs in meeting their requirements for office products,
which has resulted in the development of sophisticated direct marketing
techniques tailored to their needs.

International. The office products markets in Canada, Australia, and the
United Kingdom are similar to the U.S. market. Some industry consolidation has
occurred, to a greater or lesser extent, in each country and the channels have
blurred.

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STRATEGY FOR GROWTH

Since we began implementing our strategy for accelerated growth in 1993, the
Company has grown rapidly. Our year-over-year increases in net sales, sales on
a same-location basis, and operating income have been as follows:

Net Same location Operating
Year sales sales income
---- ----- ------------- ---------

1996 51% 14% 46%
1995 45% 26% 65%
1994 33% 15% 47%

We believe that the distribution of products to the office customer continues
to present significant growth opportunities. We intend to continue
exploiting such opportunities through our growth strategy, which includes the
following elements:

Expand Our Geographic Scope

We intend to enter the office products distribution business in
other foreign countries, as well as to expand our operations in
those countries where we currently operate. We expect to do this
through a combination of acquisitions, joint ventures, alliances,
and start-ups. We also expect to establish a presence in selected
additional cities in the U.S., through start-ups as well as through
acquisitions of contract stationers to enhance our domestic
distribution system.

Broaden Our Customer Base

- Increase national accounts. We define a "national account" as a
multi-site customer served by two or more of our distribution
centers under a single contract. Large businesses with many office
sites across the U.S. are increasingly seeking to reduce product and
process costs by purchasing all of their office products needs from
a single company with national distribution capability under one
centrally negotiated national contract.

We believe that we currently have a competitive advantage with
respect to such businesses in the U.S. because of the nationwide
coverage of our integrated distribution centers. This coverage
enables us to provide consistent delivery of products, prices, and
service across all customer locations. A key element of our
strategy is to exploit this advantage to expand our business with
national account customers.

In 1992 we established a specialized national account marketing
staff, which is dedicated to building and maintaining our business
with national accounts. The amount of our sales to such customers
has grown significantly, as the following table indicates:

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U.S. National Account Sales

Amount % of total
Year (in millions) net sales
---- ------------- ----------

1996 $555 28%
1995 $406 31%
1994 $246 27%

We are pursuing a similar national account strategy in our operations
outside the United States, which may serve multi-national accounts as
well.

- Increase our business with small and medium-sized businesses and
home offices. The office products distribution market for small and
medium-sized businesses and home offices is growing more rapidly
than the large business customer segment. These smaller customers
usually cannot be cost-effectively served through a direct sales
force. An important element in our growth strategy is to expand our
business with this segment of the market. We believe that the
direct marketing channel provides the most convenient and
cost-effective way for customers in this market segment to purchase
office products.

Starting with our April 1994 acquisition of the office products
distribution business of Reliable, we have expanded our direct
marketing business, both in the U.S. and abroad. In December 1995,
we acquired Neat Ideas, the United Kingdom's second largest office
products direct marketer. In December 1996, we purchased Quill
Corporation's Canadian customer list and began direct marketing in
Canada through Grand & Toy. With the formation of our joint venture
with Otto Versand in January 1997, we have begun direct marketing
operations in continental Europe, initially in Germany.

As the following table indicates, our worldwide direct marketing
business has grown significantly during the last three years:

Direct Marketing Channel
---------------------------------------------
Sales
----------------------- Number of
Amount % of total active customers (1)
Year in millions net sales (at December 31)
-------- ----------- ---------- --------------------

1996 $277 14% 573,000
1995 $201 15% 382,000
1994 (2) $105 12% 282,000

_________

(1) An "active customer" is one which has made at least one
purchase during the preceding 12 months

(2) Reflects the results of Reliable during the eight months
after our acquisition in April 1994

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Increase Sales of Core Products and Add New Products and Services

We plan to increase sales of certain existing product categories,
such as office papers and office furniture, as well as the sales of
our newest product categories, such as computer-related items and
promotional products. As part of this element of our growth
strategy, we are offering customized procurement and product-related
support services to our customers, particularly in electronic
commerce. By broadening our product lines and services, we are
better able to meet the needs of those customers interested in
reducing their supplier base and taking advantage of "one-stop
shopping." This also leverages our distribution and systems
infrastructure.

- As a result of our efforts to broaden the product mix purchased by
current customers, our sales of office papers, measured by volume,
increased year-over-year by more than 40% in 1996 and more than 60%
in 1995. Our growth strategy also targets office furniture, with
the goal of increasing its sales across the system, especially at
those locations where sales have been modest. To do this, we are
using furniture sales specialists, showrooms, and targeted catalogs.

- In response to rapid increases in our customers' needs for
computer supplies, hardware, software, and peripherals, we acquired
Word Technology Systems, Inc., ("WTS") in September 1995. WTS,
which had 1994 sales of approximately $65 million, distributed
computer-related products to businesses throughout the United
States. These products often require a specialized selling effort.
Since the acquisition, we have nearly doubled (to approximately 90)
the total number of sales managers, technically-trained sales
associates, and certified network engineers dedicated to the
marketing of such products. They are located at 13 of our major
U.S. distribution centers, from which we now market computer-related
products under the name Boise Technology. In 1996 we also formed an
alliance with XL Connect Solutions, Inc., a technology-related
service company, which enables us to provide businesses with a wide
range of services that complement our computer-related products.

- Promotional products, such as jackets, T-shirts, coffee mugs, and
pen and pencil sets with corporate logos or unique designs, are used
by our customers for employee recognition and incentive programs and
for marketing and advertising. To bolster the range of such
products and related services which we offer in this large and
growing category, we acquired Oregon Wholesale Novelty Company,
Inc., ("OWNCO") in November 1996. OWNCO, which had sales of
approximately $30 million at the time of acquisition, is a premier
U.S. promotional products company.

Each of the foregoing elements of our growth strategy has both an acquisition
component and an internal growth component, the mix of which, for any given
element in any given year, can be expected to be different because of that
year's priorities, opportunities, capital availability, and other factors.

Acquisitions have been and are expected to continue to be an important means by
which we execute our strategy. The near-term focus of our acquisition program
is to increase our presence abroad in the contract stationer channel and to
broaden our product offerings in the United States. Direct marketing in Europe
through the joint venture with Otto Versand is also expected to grow via
acquisitions and internal

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growth initiatives. We may also acquire additional contract stationers in the
United States. We typically seek to retain management of each acquired
business and to draw upon its specialized knowledge. In addition, we intend to
integrate the acquired business into our nationwide distribution network to the
extent it is appropriate and cost-effective.

In the U.S., we have opened new distribution centers in selected
metropolitan areas where we wished to establish or expand our presence but
where we could not find an appropriate acquisition candidate. In 1996, we
started new distribution centers in Las Vegas, Nevada, and Miami, Florida.
During the second half of 1997, we expect to open at least one new distribution
center in the Southeast (in Charlotte, North Carolina) to further build our
presence in that rapidly growing part of the country. While a start-up
typically requires a smaller initial capital investment than an acquisition, it
may take two to four years to achieve profitability. We have transferred a
base of business from existing distribution centers to our recent start-ups in
order to speed up this process.

We may not be able to complete targeted acquisitions because of competition,
availability of suitable candidates, or capital availability. In addition, we
encounter various risks associated with each acquisition which we do complete,
including the possible inability to integrate the acquired business into our
distribution network, increased goodwill amortization, diversion of
management's attention, and unanticipated problems, costs, or liabilities, some
or all of which could have a material adverse effect on our operations and
financial performance. With our expansion through acquisition into foreign
markets, the management and integration risks associated with our acquisitions
will be larger. Additional risks arising out of our operations in foreign
countries include those associated with currency exchange rates, new and
different legal and regulatory requirements, and language and cultural
differences.

BUSINESS MODEL

United States. Our objective is to be the preferred supplier of office
products to business customers of all sizes by outperforming our competitors at
all levels -- to "out-national" our national competitors and "out-local" our
local competitors. To achieve this, our business model is designed to take
maximum advantage of both our centralized national capabilities and our local
presence in major markets across the country. We manage centrally where it is
efficient and cost effective to do so or where there is value to our customers
in nationwide consistency, and we manage locally where it is responsive to
local market needs and opportunities or local customer requirements.

The large majority of our U.S. distribution centers are linked through a common
computer system with our headquarters and with our other distribution centers.
This integrated distribution network enables us to provide next-day consistent
delivery of virtually the entire range of products offered in our full-line
catalog, at agreed-upon prices and levels of service, to all of our large
business customers and approximately 70% of orders to our small and
medium-sized business customers throughout the country. It also facilitates
the delivery of consistent products, pricing, service, and reporting to our
many national account customers. In addition, it enables us to centralize
certain administrative, logistical, and other management functions, thereby
reducing operating costs. For example, we are able to centrally monitor
inventory levels and forecast future demand for items stocked at our
distribution centers. As a result, the responsibility for rebuying our most
frequently ordered items is now a centralized function. This has reduced our
inventory restocking costs and improved our annual inventory turn rate. Since
the product overlap between our contract stationer and direct marketing
businesses is high, centralized rebuying for

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both channels has resulted in economies of scale. We plan to continue
converting recently and newly acquired distribution centers to this common
system.

Our merchandising activities are centralized, including product selection;
catalog preparation; and vendor selection, management, and evaluation. Sales
training, marketing programs, activity-based cost management programs,
accounting, logistics, and human resources management are other functions that
are primarily or totally managed centrally and can benefit from economies of
scale as we grow. The provision of customer service which is both responsive
and cost effective is another important element of our business model,
requiring an appropriate balance between centralization and local autonomy. We
provide customer service at each distribution center to handle
location-specific matters, and we operate centralized call centers which enter
customer orders and respond to customer inquiries about product alternatives,
order status, billing, and other matters. We have centralized call centers at
Peru and Ottawa, Illinois, to handle inbound orders and inquiries for our
contract stationer and direct marketing customers. During 1997, we plan to
open another call center at Bristol, Virginia. Our integrated computer system
enables us to organize certain customer support functions in a centralized,
cost-effective manner without compromising customer focus.

A substantial part of our internal capital spending is intended to make our
operations more efficient and cost effective. In addition to seeking to
improve the efficiency of our individual distribution centers, our logistics
experts focus on the efficiency of our distribution network as a whole in each
of the countries where we operate. Stocking strategies, distribution center
configurations, and delivery methods are all being designed to serve customers
better while minimizing our investment and controlling our operating costs. We
began a major initiative in the U.S. to consolidate the order fulfillment
operations of our direct marketing business with those of our contract
stationer business. We closed two (of four) stand-alone direct marketing
distribution centers and moved their order fulfillment operations into five of
our major contract stationer distribution centers across the country.
Eventually, we expect to use approximately 15 of our distribution centers to
fill orders for our direct marketing customers in the United States. Our steps
to date have increased the next-day delivery coverage of our direct marketing
operations and reduced our overall occupancy and delivery costs (as a percent
of sales).

We believe that a local distribution center presence is important to many of
our customers and can provide a competitive advantage within a specific
metropolitan area. While national accounts are coordinated centrally, our
sales force is distributed across our national network and supervised locally.
Each distribution center is a profit center; its general manager is responsible
for local account targeting, pricing, and servicing; distribution center
productivity; sales management; and location-specific or customer-specific
products and services, alliances, and promotions. In each local market, our
business model draws on the local market knowledge of our management team and
sales representatives to develop and offer customized services -- from stocking
customer-unique products to special reporting and delivery services.

Our business model is data intensive. Through our activity-based cost
management system ("ABCM"), we measure our costs by activity, and then by
customer and by product. ABCM facilitates cost comparisons across all
distribution centers so that "best practices" can be identified at one location
and replicated at all locations where appropriate. The ABCM system enables us
to directly attribute over 90% of our actual costs to specific customer-related
activities. Other important measurements which we make on an ongoing basis
include on-time delivery, order accuracy and completeness, supplier performance
by location, customer satisfaction, associate satisfaction, and key process
stability and capability. We believe that these measurement systems, including
ABCM, provide us with a competitive advantage.

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International. In each of the foreign countries where we have an extensive
system of distribution centers, currently Australia and Canada, we plan to
apply the major elements of our domestic business model: to link each of the
facilities via computer, offer similar products across the entire system, serve
the full range of customers from each facility, and centralize a variety of
functions where it is efficient and cost effective to do so, while performing
certain other functions locally. We completed upgrades to our distribution
center and computer system in the United Kingdom to accommodate additional
volume growth in that country. We have also purchased land and started
designing a new and more efficient distribution facility for Toronto, Ontario,
Canada.

PRODUCTS

Our net sales by product category through all distribution channels, expressed
as a percentage of our total net sales, during each of the last three years
were as follows:

Year ended December 31,
----------------------------
1996 1995 1994
-------- -------- --------

Office supplies (1) 84% 80% 79%
Office furniture (2) 8% 9% 9%
Other products (3) 8% 11% 12%
-------- -------- --------
100% 100% 100%
======== ======== ========

__________
(1) Includes, among many other products, pens, staples, file
folders, binders, office papers, envelopes, tablets, calculators,
and computer-related products
(2) Includes desks, chairs, file cabinets, computer stations, and
furniture accessories
(3) Includes lunchroom supplies, janitorial supplies, and
special items, including promotional products

SALES AND MARKETING

Electronic Commerce. As part of our overall program of providing expanded
opportunities for electronic data interchange with our large business
customers, we developed and offer a CD-ROM version of our annual full-line
catalog. Interactive features of the CD-ROM catalog provide customers, by
computer, the same information on each item as the printed version of the
catalog. The features also permit a customer to view complementary items, see
prices specific to that customer, and order electronically.

We have also recently developed and offer Internet '97 ("I-97"), an
Internet-based ordering system that allows customers to order our complete
range of products "on-line." I-97 provides customers with unlimited levels of
security and authorizations to ensure that each order has the proper approval.
Features of I-97 include: unlimited, multi-tiered approvals; user-customized
security; credit card capabilities; a variety of reporting options; and true
EDI capabilities. To use I-97, customers only need access to the Internet and
browser software such as Netscape Navigator or Microsoft Internet Explorer.

Electronic data interchange between our mainframe computer and our customers'
systems, local-area-network-based electronic commerce systems, and the systems
mentioned above accounted for approximately 20% of our inbound order volume in
1996.

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OPERATIONS

Logistics and systems support. Advanced information technology is critical in
a nationwide distribution business involving thousands of different items under
tight time constraints. We were a pioneer in the use of computer systems to
facilitate this process. We have developed and use customized software
applications to carry out or assist in performing a great variety of business
functions. These functions include, among many others: order entry; order
processing; receiving, storing, and "picking" inventory; routing delivery
vehicles; measuring productivity and transaction quality; generating customized
reports; preparing accounting statements; and tracking product and customer
data.

To provide additional domestic systems flexibility and capacity, we are
converting part of our principal computer network in the U.S. from a mainframe
to a distributed system. The system employs a new software applications
package developed by and licensed from an outside contractor which specializes
in distribution companies. The software is a combination of pre-existing
modules and custom applications developed specifically for us and tailored to
our needs.

Order entry. We offer a wide range of order entry options to our large
business customers. Customers wishing to place an order with us in the U.S.
may: (i) give the order in person to a sales associate; (ii) convey the order
by telephone or facsimile transmission to a customer service representative at
its local distribution center or, using a toll-free number, at a central
customer service facility; or (iii) enter the order by using a personal
computer or other computer interface, including on-line ordering using I-97.

Ease in ordering is also a key component of customer service in our direct
marketing operations. To facilitate order placement and entry, we maintain
24-hour, seven-day-a-week, toll-free numbers for ordering by telephone or fax.
These lines are linked to our central order reception and customer service
centers in Illinois, where customer service associates receive orders and enter
them into a computerized order processing system. A credit check is performed
electronically and, if credit is approved, each order is transmitted to the
appropriate distribution center based on a pre-programmed ordering system which
uses customer zip codes and other factors to assure rapid fulfillment and
delivery.

Stocking, order fulfillment, and delivery. Our distribution centers receive
and store inventory and fill customer orders. Most of our distribution centers
regularly stock all of the core items offered in our full-line catalog. Our
stocking strategy at each distribution center is designed to ensure our ability
to provide delivery of all catalog items at the lowest cost on a next-day basis
to large business customers and on a next- or second-day basis to our other
customers. Our stocking strategy reflects a rigorous economic tradeoff between
carrying a particular item in inventory at a particular distribution center or
sourcing it from a nearby distribution center or wholesaler.

Orders received during the day are picked, packed, and assembled using a
variety of automated equipment. This is performed at the appropriate
distribution center for delivery the following day to customers within the
next-day service area for that center. Depending on population density and
other logistical factors, the next-day service area of a given distribution
center can cover an area of up to a 400-mile radius from the distribution
center. Based on an optimized route structure allowing us to schedule specific
vehicles and delivery times, our software can determine the optimal sequence in
which orders are to be loaded onto delivery vehicles. The vehicles may be
either owned or leased by us or operated by common or contract carriers,
depending on the cost effectiveness of each alternative.

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Procurement. Our computer system monitors inventory levels and forecasts
demand for each item which we stock and recommends the timing and amount of
future purchases. We have centralized the rebuying function for those items
most frequently ordered by our customers, which we believe contributes to more
efficient purchasing decisions and lower procurement costs. Our inventory
turns increased to 10.0 in 1996, from 9.7 in 1995 and 8.7 in 1994.

To assist in making vendor selection decisions and in reducing inventory cost,
we have developed and now use a detailed vendor management and evaluation
program. This program enables our central purchasing staff to measure the
performance of each of our vendors in a number of areas and then evaluate them
based upon such measurements.

Foreign operations. Our operations outside the U.S. are structured similarly to
our domestic operations. Within each country, distribution facilities are
integrated on the same computer systems. This allows us to take advantage of
efficiencies and centralize many common administrative processes. It also
positions our foreign operations to serve large corporate customers on a
coordinated national basis.

EMPLOYEES

At December 31, 1996, we had a worldwide total of approximately 8,500 full- and
part-time employees ("associates"). Of these, approximately 3,200 were
employed primarily in marketing and sales, order processing, and customer
service; approximately 2,800 were located at our distribution centers in
inventory receipt and storage, order filling, and as drivers of delivery
vehicles; and approximately 2,500 were employed in other operations,
management, and administration. Part-time employees supplement our associates
in customer service and order filling during those periods each day when there
are surges in incoming calls or outgoing orders.

COMPETITION

We face a highly competitive environment in each of the office products
distribution channels in which we operate. Competition is based principally on
price, service, and customer relationships. We are one of the premier
distributors of office products through the contract stationer channel in the
United States, Canada, and Australia. We are the third largest distributor of
office products through the direct marketing channel in the U.S., the second
largest in the United Kingdom, and currently the only major distributor in
Canada.

United States. In the contract stationer channel, the consolidation of the
industry into a relatively small number of major publicly held participants,
each seeking to establish a national distribution network similar to our own,
is largely complete. A number of these participants, which include some of the
major superstore companies, have grown at rapid rates, principally through the
acquisition of local or regional contract stationers. Some of our competitors
have greater financial resources and purchasing power than we do. The contract
stationer operations of the major superstore companies also benefit from their
national advertising and franchising programs. We also compete with the
smaller local and regional contract stationers, many of which have
long-standing customer relationships.

Our superior ability, to date, to link together our network of domestic
distribution centers, including those which we have recently acquired, into an
integrated national system enables us to deliver consistent

13
14
products, prices, and service across all locations of multi-site customers. We
believe that this gives us a competitive advantage with this important segment
of business customers.

In the direct marketing channel, we compete for the small and medium-sized
business customer and the home office customer primarily against two larger
direct marketers of office products as well as the office products superstores
and small retail dealers. We believe the synergies between our direct
marketing business and our contract stationer business are beginning to give us
a competitive advantage, in terms of service and cost, over the other direct
marketing companies. We also believe that we have a competitive advantage over
the superstores and small retail dealers in that our customers are able to
avoid the time and cost associated with store visits and the need to transport
purchased merchandise from the store to their offices. As part of the blurring
of the lines between distribution channels which has occurred in recent years,
several of the major contract stationers and office products superstores now
employ direct marketing techniques to expand their customer bases.

As we indicated earlier, some large companies are starting to use
integrated procurement systems to purchase office products and office-related
services and supplies. Other companies that provide office-related services and
supplies, including document management; printing services; industrial
supplies; and information technology and computer supplies, are providing some
competition today and will likely provide increased competition in
the future.

International. In Canada, we are one of the largest contract stationers and we
have a strong position in retail. Through its long operating history in
Canada, Grand & Toy has developed excellent name recognition. In the contract
stationer channel in Canada, we compete with several major companies who have
made acquisitions in Canada similar to the consolidation process in the U.S.,
in addition to numerous local competitors. Two of the U.S.-based superstores
have retail operations in Canada. We are the only sizable direct marketer of
office products in Canada.

In Australia, we compete with two of the large U.S.-based office
products distribution companies in the contract stationer channel and with many
local distributors. We do not currently have direct marketing operations in
Australia.

In the United Kingdom, we currently do business in the direct marketing
channel, where we compete with a larger direct marketing company, with
companies in the retail channel, and with contract stationers.

ENVIRONMENTAL MATTERS

We are subject to federal and state and local laws, regulations, and ordinances
which govern activities which might have adverse environmental effects, such as
discharges to air and water, as well as the handling and storage of hazardous
wastes. None of our facilities typically engage in activities or generate
discharges of the types generally covered by these laws and regulations. We
believe we are in substantial compliance with all such applicable laws and
regulations.

We are also subject to federal laws and regulations which impose liability for
the costs of cleaning up, and certain damages resulting from, sites of past
spills, disposals, or other forms of environmental damage, including those
which might have occurred prior to our ownership of particular sites. We are
currently not aware of any environmental conditions at any of the sites which
we operate which, individually or in the aggregate, would be likely to have a
material adverse effect on our financial condition or results of operations.
Nevertheless, there can be no assurance that any such environmental conditions
in the future will not have a material adverse effect on our financial
condition or results of operations.

14
15
ITEM 2. PROPERTIES

Our corporate headquarters, together with our Chicago metropolitan area
distribution center, is located in a combined facility that we own at 800 W.
Bryn Mawr Avenue in Itasca, Illinois, a suburb northwest of Chicago. As of
February 28, 1997, we operated 65 distribution centers, including the suburban
Chicago distribution center, at the following locations:

AUSTRALIA CANADA (4)
--------- ------
Adelaide, South Australia Calgary, Alberta
Brisbane, Queensland Fredericton, New Brunswick
Canberra, New South Wales Montreal, Quebec
Kalgoorlie, Western Australia North Bay, Ontario
Melbourne, Victoria (1) Ottawa, Ontario
Perth, Western Australia Toronto, Ontario (1)
Sydney, New South Wales (Don Mills and Bermondsey)
Vancouver, British Columbia
UNITED KINGDOM Winnipeg, Manitoba
--------------
Doncaster, England (2)

UNITED STATES
-------------

Albuquerque, New Mexico Milwaukee (New Berlin), Wisconsin
Atlanta (Smyrna), Georgia Minneapolis/St. Paul
Boise, Idaho (Golden Valley), Minnesota
Boston (Billerica), Massachusetts Nashville, Tennessee
Burlington, Vermont New Castle, Delaware
Butte, Montana New York (Carlstadt, New Jersey),
Chicago (Itasca), Illinois New York
Cleveland (Independence), Ohio Norfolk (Chesapeake), Virginia
Columbus, Ohio Oklahoma City, Oklahoma
Dallas (Garland), Texas Orlando, Florida
Denver, Colorado Philadelphia (Bristol), Pennsylvania
Detroit (Warren), Michigan Phoenix, Arizona
Grand Rapids, Michigan Pittsburgh, Pennsylvania
Greenville, South Carolina Portland, Maine
Hartford (Naugatuck), Connecticut Portland, Oregon (1)
Honolulu, Hawaii (3) Reno, Nevada
Houston, Texas Rochester, New York
Jacksonville, Florida St. Louis, Missouri
Kalamazoo, Michigan Salt Lake City, Utah
Kansas City, Missouri San Francisco (Menlo Park),
Las Vegas, Nevada California
Los Angeles (Garden Grove), California Seattle (Kent), Washington (1)
Louisville, Kentucky Spokane, Washington
Miami, Florida Washington (Elkridge, Maryland), DC

16
(1) Consists of two facilities.

(2) Land subject to a long leasehold, with a lease term in excess of 50 years.

(3) Consists of three owned facilities located on the islands of Oahu, Maui,
and Hawaii and two leased facilities on the islands of Oahu and Kauai. We
also lease and operate four retail stores on the island of Oahu.

(4) With the acquisition of Grand & Toy, we also operate approximately 70
retail stores throughout Canada.

The majority of our distribution centers are leased with lease terms expiring
between 1997 and 2006. We own facilities in Arizona, California, Georgia,
Hawaii, Illinois, Kansas, Massachusetts, Michigan, Pennsylvania, and Washington
and in Canada and the United Kingdom.

In addition to the distribution centers listed above, we lease office space in
Ottawa, Illinois, and own a facility in Peru, Illinois, where we operate
central telephone calling centers for incoming orders and customer service.

We own substantially all equipment used in our facilities.

ITEM 3. LEGAL PROCEEDINGS

The Company is not currently involved in any legal or administrative
proceedings that it believes could have, either individually or in the
aggregate, a material adverse effect on its business or financial condition.

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

No matters were submitted to a vote of shareholders during the fourth quarter
of 1996.

PART II

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

Our common stock is listed on the New York Stock Exchange. The high and low
sales prices for our common stock are presented in Note 11, "Quarterly Results
of Operations (unaudited)," of the Notes to Financial Statements in our 1996
Annual Report and is incorporated herein by reference. At February 28, 1997,
the approximate number of common shareholders of record was 426.

We intend to retain our earnings to finance our growth and for general
corporate purposes and, therefore, do not anticipate paying cash dividends in
the foreseeable future.

17
ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth selected historical financial data for the
Company for each of the five years 1996 through 1992. The selected historical
income statement data and balance sheet data as of December 31, 1996, 1995,
1994, and 1993, have been derived from our audited financial statements. The
selected historical balance sheet data as of December 31, 1992, have been
derived from our unaudited financial statements which, in the opinion of
management, includes all adjustments (consisting solely of normal recurring
adjustments, except as noted on the following page) necessary to present fairly
the financial information as of that date. The data set forth below should be
read in conjunction with, and are qualified in their entirety by reference to,
the disclosures in Items 7 and 8 of this Form 10-K.

Year Ended December 31,
----------------------------------
1996 (1) 1995 (2) 1994 (3) 1993 1992 (4)
---------- ---------- ---------- ---------- ----------

(in thousands, except share and operating data)

INCOME STATEMENT DATA
Net Sales $1,985,564 $1,315,953 $908,520 $682,819 $625,860
Income from operations 101,300 69,467 42,199 28,777 13,678
Income before cumulative effect of
accounting change 55,349 43,179 26,465 18,046 8,765
Cumulative effect of accounting
change, net of tax (5) -- -- -- -- (2,444)
---------- ---------- ---------- ---------- ----------
Net income $ 55,349 $ 43,179 $ 26,465 $ 18,046 $ 6,321
========== ========== ========== ========== ==========

Earnings per share and pro
forma earnings per share (6):
(based upon 62,444,170 actual average
common shares outstanding for the year
ended December 31, 1996; 61,660,100
pro forma average common shares
outstanding for the year ended
December 31, 1995; and 61,387,500
pro forma average common shares
outstanding for the years ended
December 31, 1994, 1993, and 1992 $.89 $.70 $.43 $.29 $.10

BALANCE SHEET DATA
December 31,
----------------------------------------------
1996 1995 1994 1993 1992
-------- -------- -------- ------- -------

Working capital $168,641 $145,824 $104,835 $ 77,475 $ 75,133
Total assets 905,362 544,124 352,369 227,959 234,119
Total long-term obligations 170,030 14,358 5,511 3,892 7,034
Shareholders' equity 404,785 339,417 233,432 149,819 159,566

(1) During 1996, we acquired 19 businesses. The acquisitions were accounted
for as purchases. Data for the year ended December 31, 1996, include the
results of operations of the acquired businesses for the periods subsequent
to their acquisitions.

(2) During 1995, we acquired 10 businesses. The acquisitions were accounted
for as purchases. Data for the year ended December 31, 1995, include the
results of operations of the acquired businesses for the periods subsequent
to their acquisitions.

(3) Effective April 30, 1994, we acquired the direct marketing office products
distribution business of Reliable. Also during 1994 we acquired two other
businesses. The acquisitions were accounted for as purchases. Data for
the year ended December 31, 1994, include the results of operations of the
acquired businesses subsequent to their acquisitions.

(4) Excludes our wholesale office products distribution operations that were
sold in early 1992.

(5) Effective January 1, 1992, we adopted Financial Accounting Standards Board
requirements to accrue postretirement benefit costs.

(6) Information concerning pro forma earnings per share is included in Note 2,
"Summary of Significant Accounting Policies" of the Notes to Financial
Statements in our 1996 Annual Report and is incorporated herein by
reference.

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 are presented under the caption "Financial Review" in our 1996
Annual Report and are incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial statements and related notes, together with the report of
independent public accountants, are presented in our 1996 Annual Report and are
incorporated herein by reference.

The unaudited income statement for the three months ended December 31, 1996, is
presented in our Fact Book for the fourth quarter of 1996 and is incorporated
herein by reference.

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

Not applicable.

18
19
PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

The directors and nominees for directors of the Company are presented under the
caption "Election of Directors" in the Company's proxy statement. This
information is incorporated herein by reference.

Executive Officers as of February 28, 1997:
- ------------------------------------------
Date
First Elected
Name Age Position as an Officer
- ---- --- -------- -------------

Peter G. Danis Jr. (1) 65 President, Chief Executive
Officer and Director 4/1/95

Christopher C. Milliken (2) 51 Senior Vice President,
Operations 4/1/95

Carol B. Moerdyk (3) 46 Senior Vice President,
Chief Financial Officer,
and Treasurer 4/1/95

Richard L. Black 51 President, The Reliable
Corporation 4/1/95

Lawrence E. Beeson 53 Vice President, Marketing 4/1/95

Darrell R. Elfeldt 53 Vice President and Controller 4/1/95

John A. Love 56 Vice President, Human Resources 4/1/95

Stephen M. Thompson 54 Vice President and
Region Manager 4/1/95

A. James Balkins III (4) 44 Corporate Secretary 4/1/95

(1) Executive Vice President and General Manager, Office Products Distribution,
Boise Cascade Corporation.

(2) Vice President, Operations, Office Products Distribution, Boise Cascade
Corporation.

(3) Vice President, Finance, Office Products Distribution, Boise Cascade
Corporation.

(4) Vice President, Corporate Planning and Development, and Corporate
Secretary, Boise Cascade Corporation.

19
20
Prior to being elected an officer of the Company, Peter G. Danis Jr. served as
Executive Vice President and General Manager, Office Products Distribution
Division of Boise Cascade Corporation since 1993. Prior thereto, Mr. Danis
served in various capacities at Boise Cascade Corporation including as
Executive Vice President, Office Products and Building Products from 1989 to
1993; Senior Vice President from 1981 to 1989; and Vice President, Office
Products from 1977 to 1981.

Prior to being elected an officer of the Company, Christopher C. Milliken
served as a Region Manager of Boise Cascade Office Products Distribution
Division since 1991. He has served in various positions with the Division
since 1977.

Prior to being elected an officer of the Company, Carol B. Moerdyk served as
Vice President and Assistant to the General Manager of Office Products of Boise
Cascade Corporation since 1992. Previously, Ms. Moerdyk served in various
capacities at Boise Cascade Corporation including Vice President, Corporate
Planning and Development from 1990 to 1992 and Corporate Planning and
Development Director from 1986 to 1990.

Richard L. Black became President of The Reliable Corporation, a wholly-owned
subsidiary of the Company, in 1994. Mr. Black served as Vice President,
Marketing of Rivertown Trading Company from 1992 to 1994 and, prior thereto, as
Vice President, New Business Development of Fingerhut Corporation, both direct
marketing companies.

Lawrence E. Beeson served as Vice President, Marketing of Hallmark Cards, Inc.
from 1990 to March 1995 and as Senior Vice President, Marketing for KFC Corp.,
a subsidiary of Pepsico Inc., prior thereto.

Prior to being elected an officer of the Company, Darrell R. Elfeldt served as
Finance and Distribution Director of Boise Cascade Office Products Distribution
Division since 1993. He has served in various positions with the division
since 1980.

Prior to being elected an officer of the Company, John A. Love served as the
Human Resources Director of Boise Cascade Office Products Distribution Division
since 1978.

Prior to being elected an officer of the Company, Stephen M. Thompson served as
a Region Manager of Boise Cascade Office Products Distribution Division since
1976, where he has served with the Division since 1970.

ITEM 11. EXECUTIVE COMPENSATION

Information concerning compensation of our executive officers for the year
ended December 31, 1996, is presented under the caption "Compensation Tables"
in the Company's proxy statement. This information is incorporated herein by
reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) Information concerning the security ownership of certain beneficial
owners as of December 31, 1996, is set forth under the caption
"Beneficial Ownership" in the Company's proxy statement and is
incorporated herein by reference.

(b) Information concerning security ownership of management as of December
31, 1996, is set forth under the caption "Security Ownership of
Directors and Executive Officers" in the Company's proxy statement and
is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information concerning certain relationships and related transactions during
1996 is set forth under the caption "Related Party Transactions" in the
Company's proxy statement and in Note 5, "Transactions With Boise Cascade
Corporation," of the Notes to Financial Statements in our 1996 Annual Report
and are incorporated herein by reference.

PART IV

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

(a) The following documents are filed as a part of this Form 10-K for
Boise Cascade Office Products Corporation:

(1) Financial Statements

(i) The Income Statement for the three months ended December 31,
1996, is incorporated herein by reference from our Fact Book
for the fourth quarter of 1996.

(ii) The Financial Statements, the Notes to Financial Statements,
and the Report of Independent Public Accountants listed below
are incorporated herein by reference from our 1996 Annual
Report.

- Balance Sheets as of December 31, 1996 and 1995.
- Statements of Income for the years ended December 31, 1996,
1995, and 1994.
- Statements of Cash Flows for the years ended December 31,
1996, 1995, and 1994.
- Statements of Shareholders' Equity for the years ended
December 31, 1996, 1995, and 1994.
- Notes to Financial Statements
- Report of Independent Public Accountants

22
(2) Financial Statement Schedules.

None required.

(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 reference.

(b) Reports on Form 8-K

No Form 8-K's were filed during the last quarter covered by
this report.

See Index to Exhibits.

23
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.

BOISE CASCADE OFFICE PRODUCTS CORPORATION

By /s/Peter G. Danis Jr.
---------------------------
Peter G. Danis Jr.
President and
Chief Executive Officer
Dated: March 24, 1997

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 indicated on March 24, 1997.

SIGNATURE CAPACITY

(i) Principal Executive Officer:

/s/ Peter G. Danis Jr. President and
------------------------- Chief Executive Officer
PETER G. DANIS JR.

(ii) Principal Financial Officer:

/s/ Carol B. Moerdyk Senior Vice President and
------------------------- Chief Financial Officer
CAROL B. MOERDYK

(iii) Principal Accounting Officer:

/s/ Darrell R. Elfeldt Vice President and Controller
-------------------------
DARRELL R. ELFELDT

(iv) Directors:

/s/ Peter G. Danis Jr.
-------------------------
PETER G. DANIS JR.

/s/ George J. Harad
-------------------------
GEORGE J. HARAD

/s/ John B. Carley
-------------------------
JOHN B. CARLEY

/s/ James G. Connelly III
-------------------------
JAMES G. CONNELLY III

/s/ Theodore Crumley
-------------------------
THEODORE CRUMLEY

/s/ A. William Reynolds
-------------------------
A. WILLIAM REYNOLDS

24
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of
our report dated January 28, 1997, included or incorporated by reference in this
Form 10-K for the year ended December 31, 1996, into Boise Cascade Office
Products Corporation's registration statement on Form S-8 (File No. 33-96348);
registration statement on Form S-8 (File No. 33-96512); registration statement
on Form S-8 (file No. 333-1132); registration statement on Form S-8 (File No.
333-1134); registration statement on Form S-8 (File No. 333-1152); and
post-effective amendment No. 1 to registration statement on Form S-1 (File No.
333-3660).

Arthur Andersen LLP

Boise, Idaho
March 24, 1997

25
BOISE CASCADE OFFICE PRODUCTS CORPORATION
INDEX TO EXHIBITS
Filed With the Annual Report on Form 10-K
for the Year Ended December 31, 1996

Number Description Page Number
------ ----------- -----------

2.1 (1) Asset Transfer and Subscription Agreement
dated April 1, 1995 --
3.1 (2) Restated Certificate of Incorporation --
3.2 (3) Bylaws, as amended October 11, 1995 --
4.1 (1) Specimen Certificate Representing Shares of
Common Stock --
4.2 (4) Credit Agreement, as amended by the Form of
Amendment No. 1 to Credit Agreement dated
January 12, 1996 --
4.3 (4) Amended and Restated Credit Agreement
dated June 5, 1996 --
9 Inapplicable --
10.1 (3) Form of Executive Officer Severance Agreement,
adopted January 30, 1996 --
10.2 (2) Administrative Services Agreement dated
April 1, 1995 --
10.3 (5) Paper Sales Agreement dated April 1, 1995 --
10.4 (2) License Agreement dated April 1, 1995 --
10.5 (2) Shareholder Agreement dated April 1, 1995 --
10.6 (2) Tax Matters Agreement dated April 1, 1995 --
10.7 (6) Key Executive Stock Option Plan, adopted
February 20, 1995 --
10.8 Director Stock Option Plan, as amended through
December 17, 1996 28
10.9 (2) Form of Confidential Information and Noncompetitive
Agreement, approved February 20, 1995 --
10.10 (2) Early Retirement Plan for Executive Officers,
effective February 20, 1995 --
10.11 (2) Supplemental Pension Plan, effective
February 20, 1995 --
10.12 (2) Key Executive Deferred Compensation Plan,
effective February 20, 1995 --
10.13 (2) Executive Officer Financial Counseling Program,
adopted February 20, 1995 --
10.14 (3) Split-Dollar Life Insurance Plan, as amended
July 27, 1995 --
10.15 Supplemental Health Care Plan for Executive
Officers, revised July 31, 1996 33
10.16 (2) Executive Officer Severance Pay Policy, adopted
February 20, 1995 --

10.17 (2) Key Executive Performance Plan, adopted
February 20, 1995 --
10.18 1996 and 1997 Performance Criteria for the Key
Executive Performance Plan 38
10.19 (2) Board of Directors Deferred Compensation Plan,
effective February 14, 1995 --
10.20 (3) 1995 Executive Officer Deferred Compensation
Plan, effective January 1, 1996 --
10.21 (3) 1995 Board of Directors Deferred Compensation
Plan, effective January 1, 1996 --
10.22 (7) Form of Deferred Compensation and
Benefits Trust dated January 30, 1996 --
11 Computation of Per Share Earnings 40
12 Ratio of Earnings to Fixed Charges 41
13.1 Incorporated sections of the Boise Cascade Office
Products Corporation 1996 Annual Report 42
13.2 Incorporated sections of the Boise Cascade Office
Products Corporation Fact Book for the fourth
quarter of 1996 59
16 Inapplicable --
18 Inapplicable --
21 Significant subsidiaries of the registrant 64
22 Inapplicable --
23 Consent of Arthur Andersen LLP (see page 24)
24 Inapplicable --
27 Financial Data Schedule 65
99 Inapplicable --

(1) Exhibits 2.1 and 4.1 were filed under the same exhibit numbers in the
Company's Amendment No. 1 to the Registration Statement on Form S-1 filed
on March 28, 1995, and are incorporated herein by reference.

(2) Exhibits 3.1, 10.2, 10.4, 10.5, 10.6, 10.9, 10.10, 10.11, 10.12, 10.13,
10.16, 10.17, and 10.19 were filed under the same exhibit numbers in the
Company's Registration Statement on Form S-1 filed on February 22, 1995,
and are incorporated herein by reference.

(3) Exhibits 3.2, 10.1, 10.14, 10.20, and 10.21 were filed under the same
exhibit numbers in the Company's 1995 Annual Report on Form 10-K and are
incorporated herein by reference.

(4) The Credit Agreement dated March 30, 1995, was filed as Exhibit 10.1 in the
Company's Amendment No. 1 to the Registration Statement on Form S-1 filed
on March 28, 1995. The Form of Amendment No. 1 to Credit Agreement dated
January 12, 1996, was filed as Exhibit 4.2 in the Company's 1995 Annual
Report on Form 10-K. The Amended and Restated Credit Agreement dated June
5, 1996, was filed as Exhibit 4 in the Company's Current Report on Form 8-K
filed on June 10, 1996. Each of the documents referenced in this footnote
is incorporated herein by reference.

27
(5) Exhibit 10.3 was filed under the same exhibit number in the Company's
Amendment No. 1 to the Registration Statement on Form S-1 filed on March
28, 1995, and is incorporated herein by reference. The Company has been
granted an order of confidential treatment with respect to a portion of
Exhibit 10.3.

(6) The Key Executive Stock Option Plan, as amended through April 23, 1996, was
filed as Exhibit 10.1 in the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996, and is incorporated herein by reference.

(7) The Form of Deferred Compensation and Benefits Trust dated January 30,
1996, was filed as Exhibit 10 in the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1996, and is incorporated herein by
reference.