EXHIBIT 4.14




                 CERTIFICATE OF TRUST OF BOISE CASCADE TRUST II


        THIS Certificate of Trust of Boise Cascade Trust II (the "Trust") is
being duly executed and filed by Wilmington Trust Company, a Delaware
corporation, and John W. Holleran, as trustees, to form a business trust under
the Delaware Business Trust Act (12 DEL. C. ss.3801 ET SEQ.).
 
        1. NAME. The name of the business trust formed hereby is Boise Cascade
Trust II.

        2. DELAWARE TRUSTEE. The name and business address of the trustee of the
Trust in the State of Delaware is Wilmington Trust Company, 1100 North Market
Street, Wilmington, Delaware 19890.

        3. EFFECTIVE DATE. This Certificate of Trust shall be effective upon
filing.

        IN WITNESS WHEREOF, the undersigned, being all of the trustees of the
Trust, have executed this Certificate.

                                    WILMINGTON TRUST COMPANY

                                    By:  /s/ JAMES P. LAWLER
                                       -----------------------------------------
                                       Name:  James P. Lawler
                                       Title: Vice President


                                       /s/ JOHN W. HOLLERAN
                                       --------------------
                                       Name: John W. Holleran