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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, 1998

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 26, 1999: $148,317,600.

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 26, 1999
----- -----------------------
Common Stock, $.01 par value 65,758,524

DOCUMENTS INCORPORATED BY REFERENCE

1. The registrant's annual report for the fiscal year ended December 31,
1998, 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 1999
annual meeting of shareholders to be held on April 20, 1999, are
incorporated by reference into Part III of this Form 10-K ("the
Company's proxy statement") and
3. The registrant's Income Statement and Notes to Quarterly Financial
Statements from the fourth quarter Fact Book for the three months ended
December 31, 1998, are incorporated by reference into Parts II and IV
of this Form 10-K.
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BOISE CASCADE OFFICE PRODUCTS CORPORATION

TABLE OF CONTENTS

PART I
Item Page
---- ----

1. Business......................................................................... 3

2. Properties....................................................................... 12

3. Legal Proceedings................................................................ 13

4. Submission of Matters to a Vote of Security Holders.............................. 13

PART II
5. Market for Registrant's Common Equity and Related Stockholder Matters............ 13

6. Selected Financial Data.......................................................... 14

7. Management's Discussion and Analysis of Financial Condition and
Results of Operations......................................................... 15

7A. Quantitative and Qualitative Disclosures About Market Risk....................... 15

8. Financial Statements and Supplementary Data...................................... 15

9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.......................................................... 15

PART III
10. Directors and Executive Officers of the Registrant............................... 16

11. Executive Compensation........................................................... 18

12. Security Ownership of Certain Beneficial Owners and Management................... 18

13. Certain Relationships and Related Transactions................................... 19

PART IV
14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K................. 19

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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 developing business with new customers and of
cross-selling efforts to existing customers; the success of prospecting efforts;
the timing and amount of any paper price changes; the success of our
restructuring efforts; the pace of acquisitions and the success of integrating
acquisitions; continued same-location sales growth; the timing and success of
efforts to make systems year 2000 and Euro compliant; the success of new
initiatives; the availability of financing for future acquisitions; the mix of
our sales by product category and country; the pace of cost structure
improvements; the capabilities of operating and computer systems; and the
uncertainties of expansion into international markets, including currency
exchange rates, legal and regulatory requirements, and other factors.

PART I

ITEM 1. BUSINESS

OVERVIEW

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

Throughout our 35-year history, our primary marketing focus has been and remains
business customers. For much of that time, we 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, expanded our array of products and services, and
entered several international office products distribution markets.

Until 1996, we operated only in the U.S., where we are one of the premier
distributors of office products. Since 1996, we have expanded into Australia,
Belgium (under the name JPG), Canada (under the name Grand & Toy), France (under
the names JPG and Boise Cascade Office Products France), Spain (under the name
Sistemas Kalamazoo), and the United Kingdom (under the names Neat Ideas and
Boise Cascade Office Products UK). In 1998, foreign operations accounted for
approximately 23% of our total net sales. For financial information about our
foreign operations, see Note 10, "Segment Information," of the Notes to
Financial Statements in our 1998 Annual Report, which is incorporated by
reference.

Our integrated network of 48 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 over 75% of orders to our small
business customers. In Canada we have a national network of eight distribution
centers. In Australia we have a national network of seven distribution centers.
In the U.K. and Western Europe we have five distribution centers which will form
the nucleus of our network in Europe.

In the fourth quarter of 1998, we initiated a plan to restructure our operations
in the United Kingdom (the "restructuring"). The restructuring involves closing
seven small facilities and an administrative office and integrating selected
functions of our U.K. subsidiaries. These closures are expected to be completed
during the first half of 1999.

Also during December 1998, we terminated our joint venture with Otto Versand
("Otto"). As a result of the dissolution of the joint venture, Otto acquired our
50% interest in the joint venture. In addition, we repurchased Otto's 10%
ownership interest in Jean-Paul Guisset, S.A. ("JPG"), our French direct
marketing subsidiary. JPG is now 100% owned by the Company. For more information
about our restructuring and joint venture dissolution, see "Other operating
expense" in Footnote 1, "Summary of Significant Accounting Policies," of our
Notes to Financial Statements in our 1998 Annual Report, which is incorporated
by reference.

BUSINESS STRATEGY

We have grown rapidly due to both acquisitions and same-location sales
increases. For the last three years, our year-over-year increases in net sales,
sales on a same-location basis, and operating income have been as follows:

Year-Over-Year Growth
---------------------

Year Net Sales Same-Location Sales Operating Income
---- --------- ------------------- ----------------
1998 18% 11% 10% (1)
1997 31% 14% 18%
1996 51% 14% 46%

(1) Before charges related to European restructuring and
joint venture dissolution. See "Other operating expense" in
Footnote 1, "Summary of Significant Accounting Policies," of
the Notes to Financial Statements in our 1998 Annual Report,
which is incorporated by reference.

We believe that the distribution of office products to business customers
continues to present growth opportunities. Our business strategy for exploiting
these opportunities includes the following elements:

INCREASE SALES OF CORE PRODUCTS AND ADD NEW PRODUCTS AND SERVICES

We plan to increase sales of core products, such as computer
consumables, promotional products, office furniture, and office paper.
As part of our growth strategy, we offer customized procurement and
product-related support services to our customers. By broadening our
products 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.

In response to our customers' needs for computer consumables, we market
computer-related products from 28 of our U.S. distribution centers
under the name Boise Technology. Our sales of computer consumables
represented approximately 10 percent of our net sales in 1998. In our
U.S. promotional products business, Boise Marketing Services, Inc.
("BMSI"), we completed the systems integration of our two previous
acquisitions. We are

positioned to take full advantage of the available cross-selling
opportunities. Our sales of promotional products represented
approximately four percent of our net sales in 1998. Our growth
strategy also targets increasing office furniture sales across the
system. Our office furniture sales in 1998 represented approximately 12
percent of our net sales. Office paper is also an important part of our
strategy. Our sales of office paper represented approximately 13
percent of our net sales in 1998.

In 1998, we entered into a co-marketing agreement with Wallace Computer
Services, Inc., a custom printer and forms distributor, to create the
alliance, Boise-Wallace Single SourceTM. This alliance allows us to
offer our U.S. customers single-contact access to an integrated supply
system for office consumables, while ultimately reducing customer cost.
Wallace is a recognized leader in forms and consumable supplies
management services, and one of the largest manufacturers and
distributors of information management products in the United States.
In January 1999, we acquired Wallace's office supplies business and
expect many of these new customers to join the Boise-Wallace alliance.
We expect this alliance will be the first of several such arrangements
created to serve our customers' needs.

BROADEN OUR CUSTOMER BASE

* We plan to increase our national account business. 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., our network of integrated distribution
centers enables us to provide consistent delivery of products, prices,
and service across all customer locations. A key element of our
strategy is to use this advantage to expand our business with national
account customers.

We have a specialized national account marketing staff dedicated to
building and maintaining our business with national accounts. Our sales
to such customers have grown significantly.

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

* We plan to increase our business with middle-size customers. These
are businesses with 25 to 100 employees. Our Boise-Express initiative
is a custom-designed sales effort aimed specifically at middle-size
customers. We believe that the Boise-Express initiative provides the
most convenient and cost-effective way for middle-size customers to
purchase office products. An important element in our growth strategy
is to expand our business with middle-size customers, in both
geographic coverage and product offerings.

* We plan to increase our business with small business customers.
Starting with our April 1994 acquisition of the office products
distribution business of Reliable, we have expanded our direct
marketing capabilities, 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 1997, we began direct

marketing in Canada. In July 1997, we purchased Jean-Paul Guisset S.A.
("JPG"), France's third largest office products direct marketer. In
January 1998, we expanded our product offering when we purchased the
business of Fidelity Products Inc., a direct marketer of graphic arts
supplies and warehouse and shipping supplies. Also in 1998, we acquired
Sistemas Kalamazoo, a direct marketer of office products in Spain. We
also began direct marketing office products in Belgium in 1998. Our
sales to small business customers represented approximately 17 percent
of our net sales in 1998.

EXPAND OUR GEOGRAPHIC SCOPE

We have businesses in Australia, Belgium, Canada, France, Spain, and
the United Kingdom, as well as the United States. We intend to enter
the office products distribution business in other countries where
practical and profitable, 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, start-ups, and
same-location growth.

Our growth strategy has both an acquisition and an internal growth component;
the mix for any given element will be different year to year because of business
opportunities, capital availability, and other priorities.

Acquisitions have been, and we expect them to continue to be, an important
element of our strategy. Acquisition decisions will be driven by our desire to
provide quality service to our customers and by the availability of
opportunities which suit our requirements. The near-term focus of our
acquisition program is to increase our presence abroad as well as to expand our
offerings 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 acquired businesses into our distribution networks to the
extent it is appropriate and cost-effective.

In the U.S., we have opened new distribution centers in selected metropolitan
areas to establish or expand our presence where we could not find an appropriate
acquisition candidate. 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 this process. In the next few
years, we expect to relocate certain existing distribution centers into new and
larger facilities to support our growth.

An aggressive acquisition and expansion program such as ours is not without
risk. Competition, availability of suitable candidates, or capital availability
all may affect our ability to complete targeted acquisitions. 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. The management and integration risks of foreign acquisitions are
greater. Additional risks 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. 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 meets local market needs and opportunities or local
customer requirements.

During 1998, we completed the implementation of a new order-entry
computer system in our integrated U.S. distribution centers. We can provide
consistent next-day delivery of virtually all products offered in our full-line
catalog, at agreed-upon prices and service levels, to all of our large business
customers. Over 75% of orders to our small business customers can be delivered
the next day. Our integrated system facilitates the delivery of consistent
products, pricing, service, and reporting to our national account customers. In
addition, it enables us to reduce operating costs by centralizing certain
administrative, logistical, and other management functions. 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 a centralized function. This has
reduced our inventory restocking costs and improved inventory turn rates. 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.

Providing responsive and cost-effective customer service is a critical element
of our business model. We must maintain an appropriate balance between
centralization and local autonomy in serving our customers. Our integrated
computer system enables us to organize certain customer support functions in a
centralized, cost-effective manner without compromising customer focus. We
provide customer service at each distribution center to handle location-specific
matters, and 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, and Bristol, Virginia, to handle inbound orders and inquiries for our
customers. In 1999, we are opening an inbound call center in Casper, Wyoming.

A substantial part of our internal capital spending is dedicated to
improving operating efficiency. 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. In the U.S., we
continue to consolidate our order fulfillment operations. We have an
intercompany agreement under which nine of BCOP's distribution centers fill
orders for Reliable. Our steps to date have increased the next-day delivery
coverage of Reliable's operations and have reduced our overall occupancy and
delivery costs (as a percentage of net 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 management team and sales representatives develop and offer
customized services, from stocking customer-unique products to special reporting
and delivery services, to meet the needs of their customers.

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 and replicated where appropriate. The
ABCM system enables us to directly attribute over 90% of our actual costs to
specific customer-related activities. We also measure on an ongoing basis
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.

International. In the foreign countries where we have operations, we are
applying the major elements of our domestic business model: to take maximum
advantage of our centralized national capabilities and our local presence, to
link each of the facilities via computer, to offer similar products across the
entire system, to serve the full range of customers from each facility, and to
centralize a variety of functions where it is efficient and cost effective to do
so, while performing certain other functions locally.

PRODUCTS

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

Year Ended December 31
--------------------------------
1998 1997 1996
----- ---- ----
Office Supplies (1) 61% 66% 68%
Office Paper 13% 13% 15%
Office Furniture (2) 12% 11% 11%
Computer Consumables 10% 7% 6%
Promotional Products 4% 3% --%
----- ---- ----
100% 100% 100%
==== ==== ====

(1) Includes, among many other products, pens, staplers, file
folders, binders, and calculators
(2) Includes desks, chairs, file cabinets, computer stations, and
furniture accessories

SALES AND MARKETING

Electronic Commerce. As part of our overall program for electronic data
interchange with our large business customers, we developed and offer an
Internet-based ordering system. This system allows customers to order our
complete range of products "on-line." It provides customers with customized
levels of security and authorizations to ensure that each order has the proper
approval. Features include multi-tiered approvals, user-customized security,
credit card capabilities, a variety of viewing options, and

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true electronic data interchange ("EDI") capabilities. To use it, customers only
need access to the Internet and browser software.

We also 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 provides.
The features also permit a customer to view complementary items, see prices
specific to that customer, and order electronically.

EDI between our mainframe computer and our large business customers' systems,
local-area-network-based electronic commerce systems, and the systems mentioned
above accounted for approximately 20% of our inbound order volume in 1998.

OPERATIONS

Logistics and systems support. Advanced information technology is critical in a
nationwide distribution business involving thousands of different products being
delivered under tight time constraints. We were a pioneer in our industry 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. During 1998, we completed the implementation of a
new order-entry computer system in our integrated U.S. distribution centers.

Order entry. We offer a wide range of order entry options to our customers.
Customers wishing to place an order with us in the U.S. may (1) enter the order
by using a personal computer or other computer interface, including on-line
ordering; (2) convey the order by telephone or facsimile transmission to a
customer service representative at a local distribution center or toll-free to a
customer service facility; or (3) give the order in person to a sales associate.

Stocking, order fulfillment, and delivery. Our distribution centers receive and
store inventory and fill customer orders. Many 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 rigorously analyzed economic
tradeoff between carrying a particular item in inventory at a particular
distribution center or sourcing it from one of our nearby distribution centers
or a 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 logistical factors, the
next-day service area can cover 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 into delivery vehicles. The vehicles are owned or
leased by us or operated by common or contract carriers, depending on the cost
effectiveness of each alternative. In 1998, we began converting a portion of our
dedicated delivery routes in the U.S. to our private delivery fleet. This
delivery strategy allows us to gain better efficiency on our routes and provides
our customers with better service.

Procurement. Our computer system monitors inventory levels and forecasts demand
for each item 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.

To assist vendor selection decisions and reducing inventory cost,
we have developed and use a detailed vendor management and evaluation program.
This program enables our central purchasing staff to measure and evaluate the
performance of our vendors in a number of key areas.

Foreign operations. In Australia and Canada, our operations are structured
similarly to our domestic operations. Within those countries, most distribution
facilities are integrated on the same computer system. This allows us to take
advantage of efficiencies and centralize many common administrative processes.
It also positions these foreign operations to serve large corporate customers on
a coordinated national basis.

In the U.K., we are restructuring our warehouse and delivery network and are
installing a new order-management system with cross-border capabilities. In
France, our contract stationer subsidiary is benefiting from a reorganized sales
force and improved warehousing processes. These operations, along with our
strong JPG subsidiary in France, will provide a foundation for a successful
Pan-European business.

EMPLOYEES

At December 31, 1998, we had approximately 12,000 full-time and part-time
employees ("associates") worldwide. Of these, approximately 4,400 were employed
primarily in marketing and sales, order processing, and customer service;
approximately 4,000 were located at our distribution centers in inventory
receipt and storage, order filling, and as delivery vehicle drivers; and
approximately 3,600 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. Competition is based principally on
price, service, and customer relationships. We are one of the premier
distributors of products for the office with operations in Australia, Belgium,
Canada, France, Spain, the United Kingdom and the United States.

United States. During the last several years, a number of major, publicly held
participants have acquired many smaller participants in order to establish
national distribution networks similar to our own. A number of these major
participants have grown at rapid rates. During 1998, two large office products
companies acquired the two largest direct marketers of office products. Some of
our competitors have greater financial resources and potential purchasing
leverage than we do. The contract stationer and direct marketing efforts of the
office products superstores also benefit from their national advertising and
franchising programs. We also compete with numerous local and regional contract
stationers, many of which have long-standing customer relationships.

Our ability 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 products, prices, and service across all
locations of multi-site customers.

As indicated earlier, some companies are starting to use integrated procurement
systems and Internet-based 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, information technology and computer supplies, and
companies that provide Internet ordering

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functionality are providing some competition today and will likely provide
increased competition in the future. We have developed systems for multi-vendor,
integrated procurement. In addition, we continue to enhance electronic ordering
functionality for our customers and actively encourage our customers to expand
their use of electronic ordering with us.

International. In our operations in Australia, Belgium, Canada, France, Spain,
and the United Kingdom, we compete with many local distributors and with several
U.S.-based office products distribution companies. We compete through the
strength of our integrated systems, customer service, and competitive pricing.

In 1998, we acquired Sistemas Kalamazoo in Spain and entered Belgium with a
start-up direct marketing effort.

ITEM 2. PROPERTIES

Our corporate headquarters and our Chicago metropolitan area distribution center
are located in a combined facility that we own at 800 W. Bryn Mawr Avenue in
Itasca, Illinois, a suburb northwest of Chicago (1). As of February 26, 1999, we
operated 68 distribution centers, including the suburban Chicago distribution
center, at the following locations:

AUSTRALIA CANADA (4)
---------- ------
Adelaide, South Australia Calgary, Alberta
Brisbane, Queensland Moncton, New Brunswick
Canberra, Australian Capital Territory Montreal, Quebec
Kalgoorlie, Western Australia Ottawa, Ontario
Melbourne, Victoria Toronto, Ontario
Perth, Western Australia Vancouver, British Columbia
Sydney, New South Wales Winnipeg, Manitoba (2)

FRANCE UNITED KINGDOM
------ --------------
Paris (2) Chorley, England
Doncaster, England (5)

SPAIN
-----
Madrid (Bilbao)

UNITED STATES
-------------
Albuquerque, New Mexico Memphis (Southaven, Mississippi),
Atlanta (Smyrna), Georgia Tennessee
Boise, Idaho Miami, Florida
Boston (Billerica), Massachusetts Milwaukee (New Berlin), Wisconsin
Burlington, Vermont Minneapolis (Golden Valley), Minnesota
Charlotte, North Carolina Nashville, Tennessee
Chicago (Itasca), Illinois New Castle, Delaware
Cleveland (Independence), Ohio New York (Carlstadt, New Jersey),
Columbus, Ohio New York
Dallas (Garland), Texas Norfolk (Chesapeake), Virginia
Denver, Colorado Oklahoma City, Oklahoma
Detroit (Warren), Michigan Orlando, Florida
Grand Rapids, Michigan Philadelphia (Bristol), Pennsylvania
Hartford (Naugatuck), Connecticut Phoenix, Arizona
Honolulu, Hawaii (3) Pittsburgh, Pennsylvania
Houston, Texas Portland, Maine
Indianapolis, Indiana Portland, Oregon (2)
Jacksonville, Florida Reno, Nevada
Kalamazoo, Michigan Rochester, New York
Kansas City, Missouri St. Louis, Missouri
Las Vegas, Nevada Salt Lake City, Utah
Los Angeles (Garden Grove), California San Francisco (Menlo Park),
Louisville, Kentucky California
Maumee, Ohio Seattle (Kent), Washington (2)
Washington (Elkridge, Maryland), DC

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(1) Some headquarters departments are located in leased office space in
Schaumburg, Illinois.

(2) Consists of two facilities.

(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 three retail stores on the island of Oahu.

(4) We also operate approximately 70 retail stores throughout Canada.

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

The majority of our distribution centers are leased with lease terms expiring
between 1999 and 2006. We own facilities in Arizona, California, Florida,
Georgia, Hawaii, Illinois, Massachusetts, Michigan, Minnesota, Missouri, North
Carolina, Ohio, Pennsylvania, Texas, and Washington and in Australia, Canada,
France, and the United Kingdom.

In addition to the distribution centers listed above, we lease office space in
Ottawa, Illinois, and own facilities in Peru, Illinois, and Bristol, Virginia,
where we operate central telephone calling centers for incoming orders and
customer service. We also lease several sales offices throughout the United
States.

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
1998.

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 1998
Annual Report and are incorporated by reference. At February 26, 1999, the
approximate number of holders of common shares was 9,000.

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.

ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth selected historical financial data for the
Company for each of the five years 1998 through 1994. The selected historical
income statement data and balance sheet data as of December 31, 1998, 1997,
1996, 1995, and 1994, have been derived from our audited financial statements.
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
---------------------------------------------------------------------
1998 (1) 1997 (2) 1996 (3) 1995 (4) 1994 (5)
---------- ---------- ------------ ----------- ------------
(in thousands, except share and operating data)

INCOME STATEMENT DATA
Net Sales $3,067,327 $2,596,732 $ 1,985,564 $ 1,315,953 $ 908,520
Income from operations 120,494 119,250 101,300 69,467 42,199
Net income 53,067 56,886 55,349 43,179 26,465

Basic and diluted earnings per share
(pro forma 1995 and 1994) (6): $ .81 $ .89 $ .88 $ .70 $ .43

BALANCE SHEET DATA

December 31
---------------------------------------------------------------------
1998 1997 1996 1995 1994
---------- ---------- ------------ ----------- ------------

Working capital $ 230,016 $ 231,357 $ 168,641 $ 145,824 $ 104,835
Total assets 1,461,745 1,291,488 905,362 544,124 352,369
Total long-term obligations 420,250 384,790 170,030 14,358 5,511
Shareholders' equity 562,914 505,635 404,785 339,417 233,432

(1) During 1998, we initiated a plan to restructure our operations in the
United Kingdom and terminated our joint venture with Otto Versand. As a
result, we estimated and recorded charges of $11.1 million ($7.4 million,
or $0.11 per share-diluted, net of tax benefit). Information about the
restructuring and joint venture dissolution are included in "Other
operating expense" in Footnote 1, "Summary of Significant Accounting
Policies," of the Notes to Financial Statements included in our 1998 Annual
Report and is incorporated by reference. During 1998, we acquired six
businesses. The acquisitions were accounted for as purchases. Data for the
year ended December 31, 1998, include the results of operations of the
acquired businesses for the periods subsequent to their acquisitions.

(2) During 1997, we acquired eight businesses. The acquisitions were accounted
for as purchases. Data for the year ended December 31, 1997, include the
results of operations of the acquired businesses for the periods subsequent
to their acquisitions.

(3) 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.

14
15

(4) 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.

(5) During 1994, we acquired three 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.

(6) Information concerning basic and diluted earnings per share is included in
Note 1, "Summary of Significant Accounting Policies," of the Notes to
Financial Statements in our 1998 Annual Report and is incorporated 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 1998 Annual
Report and are incorporated by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information concerning quantitative and qualitative disclosures about market
risk is included under the caption "Disclosures of Certain Financial Market
Risks" of our management's discussion and analysis of financial condition and
results of operations and is incorporated 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 1998 Annual Report and are
incorporated by reference.

The unaudited Income Statement for the three months ended December 31, 1998, and
Notes to Quarterly Financial Statements are presented in our Fact Book for the
fourth quarter of 1998 and are incorporated by reference.

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

Not applicable.

15
16

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 "Board of Directors" in our proxy statement. This information is
incorporated by reference.

Executive Officers as of February 26, 1999:
- -------------------------------------------

Date
First Elected
Name Age Position as an Officer
- ---- --- -------- -------------

Christopher C. Milliken (1) 53 President and Chief
Executive Officer 4/1/95

A. James Balkins III (2) 46 Senior Vice President, Chief
Financial Officer, and Treasurer 4/1/95

Richard L. Black 53 Senior Vice President, Direct
Marketing and Europe 4/1/95

Kenneth W. Cupp 52 Senior Vice President and
Region Manager 4/22/97

Carol B. Moerdyk (2) 48 Senior Vice President, North
American and Australian
Contract Operations 4/1/95

Darrell R. Elfeldt 55 Vice President, Corporate Planning 4/1/95

David A. Goudge 51 Vice President, Marketing 4/22/97

William E. Gruber 53 Vice President and Region Manager 4/21/98

Larry L. Gunther 56 Vice President and
Chief Information Officer 7/29/97

Thomas J. Jaszka 37 Vice President and Controller 2/16/99

John A. Love 58 Vice President, Human Resources 4/1/95

Gary A. Massel 59 Vice President, Logistics 7/29/97

Michael F. Meehan 50 Vice President and Region Manager 4/22/97

Stephen M. Thompson 56 Vice President and Region Manager 4/1/95

Peter D. Vanexan 52 Vice President, Region Manager
and Canada 4/22/97

Matthew R. Broad 39 Corporate Secretary 4/21/98

(1) Senior Vice President, Boise Cascade Corporation.

(2) Vice President, Boise Cascade Corporation.

Christopher C. Milliken was elected President of the Company in February 1998
and assumed the role of Chief Executive Officer in April 1998 upon Pete Danis'
retirement. Previously, Mr. Milliken served as Senior Vice President,
Operations, of the Company since 1995. Prior to 1995, Mr. Milliken served as a
Region Manager of Boise Cascade Office Products Distribution Division (the
"Division") since 1991 and in various positions with the Division since 1977.

A. James Balkins III was elected Senior Vice President, Chief Financial Officer,
and Treasurer in February 1998. Prior to 1998, Mr. Balkins served as Corporate
Secretary of the Company since 1995 and Vice President, Corporate Planning and
Development of Boise Cascade Corporation since 1996. Previously, Mr. Balkins
served in various capacities at Boise Cascade Corporation since 1979 including
Corporate Secretary from 1991 to 1997 and Associate General Counsel from 1984 to
1996.

Richard L. Black was elected Senior Vice President, Direct Marketing and Europe,
in February 1998. Mr. Black has served as President of The Reliable Corporation,
a wholly-owned subsidiary of the Company, since 1994. Prior to 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.

Kenneth W. Cupp was elected Senior Vice President and Region Manager in 1998.
Mr. Cupp has served as Vice President and Region Manager since 1997. Previously,
Mr. Cupp served as a Region Manager of Boise Cascade Office Products Corporation
since 1995. Prior to 1995, Mr. Cupp has served in various positions with the
Division since 1967.

Carol B. Moerdyk was elected Senior Vice President, North American and
Australian Contract Operations, of the Company in February 1998. Previously, Ms.
Moerdyk served as Senior Vice President, Chief Financial Officer, and Treasurer
of the Company since 1995. Prior to 1995, Ms. Moerdyk served as Vice President
and Assistant to the General Manager of Office Products of Boise Cascade
Corporation since 1992 and in various capacities at Boise Cascade Corporation
since 1981 including Vice President, Corporate Planning and Development from
1990 to 1992 and Corporate Planning and Development Director from 1986 to 1990.

Darrell R. Elfeldt has served as Vice President, Corporate Planning since 1998.
Previously, Mr. Elfeldt served as Vice President and Controller since 1995.
Prior to 1995, Mr. Elfeldt served as Finance and Distribution Director of Boise
Cascade Office Products Distribution Division since 1993 and in various
positions with the Division since 1980 and with Boise Cascade Corporation since
1970.

Prior to being elected an officer of the Company, David A. Goudge served as the
Director of Product Marketing of Boise Cascade Office Products Distribution
Division since 1993. Prior to 1993, Mr. Goudge has served in various positions
with the Division since 1980.

Prior to being elected an officer of the Company, William E. Gruber served as a
Region Manager of Boise Cascade Office Products since 1996. Prior to 1996, Mr.
Gruber has served in various positions with the Division since 1970.

Larry L. Gunther has served as the Chief Information Officer of Boise Cascade
Office Products Corporation since 1997. Previously, Mr. Gunther served as Chief
Information Officer of the North Atlantic Group of Gillette for five years and
as Chief Information Officer of the Consumer Products Group of Bristol-Myers
Squibb for 11 years.

Thomas J. Jaszka was elected Vice President and Controller in February 1999.
Prior to being elected an officer of the Company, Mr. Jaszka served as Director
of Accounting since 1998. Previously, Mr. Jaszka has served in various positions
with the Division since 1986.

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. Previously, Mr. Love served as Human Resource Manager for the
Division since 1974.

Prior to being elected an officer of the Company, Gary A. Massel served as the
Director of Logistics of Boise Cascade Office Products Corporation since 1995.

Prior to being elected an officer of the Company, Michael A. Meehan served as a
Region Manager of Boise Cascade Office Products Corporation since 1995.
Previously, Mr. Meehan has served in various positions with the 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. Previously, Mr. Thompson served in various positions with the Division
since 1970.

Prior to being elected an officer of the Company, Peter D. Vanexan served as the
Managing Director of Grand & Toy since 1991. Prior to 1991, Mr. Vanexan served
as President of Innova Envelope since 1986.

Matthew R. Broad was elected Corporate Secretary in April 1998. Prior to 1998,
Mr. Broad has served as counsel for the Company since 1989 and in the legal
department of Boise Cascade Corporation since 1984.

ITEM 11. EXECUTIVE COMPENSATION

Information concerning compensation of our executive officers for the year ended
December 31, 1998, is presented under the caption "Compensation Tables" in our
proxy statement. This information is incorporated 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, 1998, is set forth under the caption "Stock
Ownership-Ownership of More than 5% of Boise Cascade Office Products
Stock" in our proxy statement and is incorporated by reference.

(b) Information concerning security ownership of management as of December
31, 1998, is set forth under the caption "Stock Ownership-Directors
and Executive Officers" in our proxy statement and is incorporated by
reference.

(c) Information concerning compliance with Section 16 of the Securities
and Exchange Act of 1934 is set forth under the caption "Section 16(a)
Beneficial Ownership Reporting Compliance" in our proxy statement and
is incorporated by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information concerning certain relationships and related transactions during
1998 is set forth under the caption "Related Party Transactions" in our proxy
statement and in Note 2, "Transactions With Boise Cascade Corporation," of the
Notes to Financial Statements in our 1998 Annual Report both of which are
incorporated 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, 1998, and Notes to Quarterly Financial
Statements are incorporated by reference from our
Fact Book for the fourth quarter of 1998.

(ii) The Financial Statements, the Notes to Financial
Statements, the Report of Independent Public
Accountants, and the Report of Management listed
below are incorporated by reference from our 1998
Annual Report.
- Balance Sheets as of December 31, 1998 and 1997.
- Statements of Income for the years ended December
31, 1998, 1997, and 1996.
- Statements of Cash Flows for the years ended
December 31, 1998, 1997, and 1996.
- Statements of Shareholders' Equity for the years
ended December 31, 1998, 1997, and 1996.
- Notes to Financial Statements.
- Report of Independent Public Accountants
- Report of Management.

(2) Financial Statement Schedules

None required.

(3) Exhibits

Required exhibits are listed in the Index to Exhibits and
are incorporated by reference.

(b) Reports on Form 8-K

On December 16, 1998, we filed a Form 8-K with the Securities
and Exchange Commission announcing the restructuring of
certain of our European operations. No other Form 8-K's were
filed during the fourth quarter of 1998.

See Index to Exhibits.

21
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/ Christopher C. Milliken
-------------------------------------------------
Christopher C. Milliken, Chief Executive Officer
Dated: March 25, 1999

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 25, 1999.

SIGNATURE CAPACITY

(i) Principal Executive Officer:

/s/ Christopher C. Milliken Chief Executive Officer
-------------------------------
CHRISTOPHER C. MILLIKEN

(ii) Principal Financial Officer:

/s/ A. James Balkins III Senior Vice President and
------------------------------- Chief Financial Officer
A. JAMES BALKINS III

(iii) Principal Accounting Officer:

/s/ Thomas J. Jaszka Vice President and Controller
-------------------------------
THOMAS J. JASZKA

(iv) Directors:

/s/ Christopher C. Milliken
-------------------------------
CHRISTOPHER C. MILLIKEN

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

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

/s/ Donald E. Roller
-------------------------------
Donald E. Roller

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of our
report dated January 29, 1999, incorporated by reference in this Form 10-K for
the year ended December 31, 1998, into Boise Cascade Office Products
Corporation's previously filed 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);
post-effective amendment No. 1 to registration statement on Form S-1 (File No.
333-3660); and registration statement on Form S-3 (File No. 333-50131).

Arthur Andersen LLP

Boise, Idaho
March 25, 1999

BOISE CASCADE OFFICE PRODUCTS CORPORATION
INDEX TO EXHIBITS
Filed With the Annual Report on Form 10-K
for the Year Ended December 31, 1998

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

2.1 (1) Asset Transfer and Subscription Agreement
dated April 1, 1995 --
2.2 (2) Share Purchase Agreement dated July 2, 1997,
by and among Boise Cascade Office Products
Corporation, Jean-Paul Guisset, and Mrs.
Marie Annick Guisset --
3.1 (3) Restated Certificate of Incorporation --
3.2 (4) Bylaws, as amended October 11, 1995 --
4.1 (1) Specimen Certificate Representing Shares of
Common Stock --
4.2 (5) Credit Agreement dated June 26, 1997 --
9 Inapplicable --
10.1 Form of Executive Officer Severance Agreement,
as amended through February 16, 1999 26
10.2 (3) Administrative Services Agreement dated
April 1, 1995 --
10.3 (6) Paper Sales Agreement dated April 1, 1995 --
10.4 (3) License Agreement dated April 1, 1995 --
10.5 (3) Shareholder Agreement dated April 1, 1995 --
10.6 (3) Tax Matters Agreement dated April 1, 1995 --
10.7 Key Executive Stock Option Plan, as amended
through February 16, 1999 42
10.8 (7) Director Stock Option Plan, as amended through
December 17, 1996 --
10.9 (3) Form of Confidential Information and Noncompetitive
Agreement, approved February 20, 1995 --
10.10 (3) Early Retirement Plan for Executive Officers,
effective February 20, 1995 --
10.11 (3) Supplemental Pension Plan, effective
February 20, 1995 --
10.12 (3) Key Executive Deferred Compensation Plan,
effective February 20, 1995 --
10.13 (3) Executive Officer Financial Counseling Program,
adopted February 20, 1995 --
10.14 (4) Split-Dollar Life Insurance Plan, as amended
July 27, 1995 --
10.15 (7) Supplemental Health Care Plan for Executive
Officers, revised July 31, 1996 --
10.16 (3) Executive Officer Severance Pay Policy, adopted
February 20, 1995 --
10.17 (3) Key Executive Performance Plan, adopted
February 20, 1995 --

10.18 1998 and 1999 Performance Criteria for the Key
Executive Performance Plan 52
10.19 (3) Board of Directors Deferred Compensation Plan,
effective February 14, 1995 --
10.20 (4) 1995 Executive Officer Deferred Compensation
Plan, effective January 1, 1996 --
10.21 (4) 1995 Board of Directors Deferred Compensation
Plan, effective January 1, 1996 --
10.22 (8) Form of Deferred Compensation and
Benefits Trust dated January 30, 1996 --
11 Computation of Per Share Earnings 54
12 Ratio of Earnings to Fixed Charges 55
13.1 Incorporated sections of the Boise Cascade Office
Products Corporation 1998 Annual Report 56
13.2 Incorporated sections of the Boise Cascade Office
Products Corporation Fact Book for the fourth
quarter of 1998 78
16 Inapplicable --
18 Inapplicable --
21 Significant subsidiaries of the registrant 80
22 Inapplicable --
23 Consent of Arthur Andersen LLP (see page 22)
24 Inapplicable --
27 Financial Data Schedule 81
28 Inapplicable --
99 Inapplicable --

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

(2) Exhibit 2.2 was filed as Exhibit 2 in our current report on Form 8-K
filed on July 17, 1997, and is incorporated by reference.

(3) 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 our
Registration Statement on Form S-1 filed on February 22, 1995, and are
incorporated by reference.

(4) Exhibits 3.2, 10.14, 10.20, and 10.21 were filed under the same exhibit
numbers in our 1995 Annual Report on Form 10-K and are incorporated by
reference.

(5) The Credit Agreement dated June 26, 1997, was filed as Exhibit 4 in our
Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, and is
incorporated by reference.

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

(7) Exhibits 10.8 and 10.15 were filed under the same exhibit numbers in our
1996 Annual Report on Form 10-K and are incorporated by reference.

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