AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 2, 2000
                                                   REGISTRATION NO. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933
                                   ----------

                     BUILDING MATERIALS HOLDING CORPORATION
             (Exact name of Registrant as Specified in its Charter)

            DELAWARE                                            91-1834269
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                           Identification Number)


                                ONE MARKET PLAZA
                            STEUART TOWER, SUITE 2650
                             SAN FRANCISCO, CA 94105
                                 (415) 227-1650
          (Address and telephone number of Principal Executive Offices)


       BUILDING MATERIALS HOLDING CORPORATION EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)
                                   ----------


                                ROBERT E. MELLOR
                             CHIEF EXECUTIVE OFFICER
                                ONE MARKET PLAZA
                            STEUART TOWER, SUITE 2650
                             SAN FRANCISCO, CA 94105
                     (Name and Address of Agent for Service)
                                 (415) 227-1650
          (Telephone number, including area code, of agent for service)
                                   ----------

                                   Copies to:
                                 LAWRENCE CALOF
                           GIBSON, DUNN & CRUTCHER LLP
                               1530 PAGE MILL ROAD
                           PALO ALTO, CALIFORNIA 94304
                                 (650) 849-5300
                                   ----------

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                         PROPOSED        PROPOSED
                                         MAXIMUM         MAXIMUM       AMOUNT OF
TITLE OF SECURITIES    AMOUNT TO BE   OFFERING PRICE    AGGREGATE      REGISTRA-
  TO BE REGISTERED    REGISTERED (1)  PER SHARE (2)   OFFERING PRICE   TION FEE
--------------------------------------------------------------------------------
Common Stock,
  par value
  $.001 per share...  200,000 shares      $8.50         $1,700,000      $448.80
================================================================================

(1) This Registration Statement also covers any additional shares of common
    stock which become issuable under the Building Materials Holding Corporation
    Employee Stock Purchase Plan by reason of any stock dividend, stock split,
    recapitalization or other similar transaction effected without the receipt
    of consideration which results in an increase in the number of the
    outstanding shares of common stock of Building Materials Holding
    Corporation.

(2) Calculated solely for purposes of this offering under Rule 457(h) and 457(c)
    of the Securities Act of 1933, as amended, based on the average of the high
    and low prices per share of common stock of Building Materials Holding
    Corporation as reported on the Nasdaq National Market on September 28, 2000,
    which was $8.50.
================================================================================

<PAGE>


                                     PART I

Item 1.   PLAN INFORMATION.
          ----------------

          Not filed as part of this Registration Statement pursuant to Note to
          Part I of Form S-8.

Item 2.   REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
          -------------------------------------------------------------

          Not filed as part of this Registration Statement pursuant to Note to
          Part I of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
          ---------------------------------------

         The following documents of Building Materials Holding Corporation
("BMHC" or the "Registrant") previously filed with the Securities and Exchange
Commission (the "SEC") are hereby incorporated in this Registration Statement by
reference:

          (1)  the Registrant's annual report on Form 10-K filed with the SEC on
               March 30, 2000 for the fiscal year ended December 31, 1999;

          (2)  the Registrant's quarterly report on Form 10-Q filed with the SEC
               on May 12, 2000 for the fiscal quarter ended March 31, 2000

          (3)  the Registrant's quarterly report on Form 10-Q filed with the SEC
               on August 14, 2000 for the fiscal quarter ended June 30, 2000;

          (4)  the Registrant's Proxy Statement pursuant to Rule 14(a) of the
               Securities Exchange Act of 1934, as amended (the "1934 Act"),
               filed with the SEC on April 5, 2000; and

          (5)  the description of the Registrant's common stock contained in the
               Registrant's current report on Form 8-K filed with the SEC on
               September 24, 1997.

          All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a) and (c), 14 and 15(d) of the 1934 Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such reports and
documents.

          Any document, and any statement contained in a document, incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in any other subsequently filed document that
also is incorporated or deemed to be incorporated by reference herein, modifies
or supersedes such document or statement. Any such document or statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement. Subject to the foregoing,
all information appearing in this Registration Statement is qualified in its
entirety by the information appearing in the documents incorporated by
reference.

Item 4.   DESCRIPTION OF SECURITIES.
          -------------------------

          Not applicable.
<PAGE>


Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
          --------------------------------------

          Not applicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
          -----------------------------------------

          BMHC's Bylaws provide that BMHC will indemnify its directors and
executive officers and may indemnify its other officers, employees, and other
agents to the fullest extent not prohibited by law. BMHC believes that
indemnification under its Bylaws covers at least negligence and gross negligence
by indemnified parties, and requires BMHC to advance litigation expenses in the
case of certain shareholder derivative actions or other actions. BMHC is also
empowered under its Bylaws to enter into indemnification contracts with its
directors and executive officers and to purchase insurance on behalf of any
person that BMHC is required or permitted to indemnify. In accordance with such
provision, BMHC has entered into indemnity agreements with each of its directors
and executive officers. BMHC also has in effect directors and executive officers
liability insurance coverage.

          BMHC's Certificate of Incorporation provides that, under Delaware law,
its directors will not be liable for monetary damages for breach of the
directors' fiduciary duty of care to BMHC and its shareholders. This provision
in the Certificate of Incorporation does not eliminate the duty of care, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to BMHC, for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other laws, such as the federal securities laws or
state or federal environmental laws.

          Currently, there is no pending litigation or proceeding involving a
director, executive officer, employee, or other BMHC agent where indemnification
is sought. BMHC is not aware of any threatened litigation that may result in
indemnification claims by any director, executive officer, employee, or other
agent.

          Any future transactions between BMHC and its executive officers,
directors and affiliates will be on terms no less favorable to BMHC than can be
obtained from unaffiliated third parties, and any material transactions with
such persons will be approved by a majority of BMHC's disinterested directors.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended ("1933 Act"), may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
1933 Act and is therefore unenforceable.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.
          -----------------------------------

          Not applicable.

Item 8.   EXHIBITS.
          --------

          4.0       Building Materials Holding Corporation Employee Stock
                    Purchase Plan

          5.0       Opinion of Gibson, Dunn & Crutcher LLP

          23.1      Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit
                    5.0)

          23.2      Consent of PricewaterhouseCoopers LLP

          23.3      Consent of Arthur Andersen LLP

          24.0      Power of Attorney (included on the signature page hereof)

                                       2
<PAGE>


Item 9.   UNDERTAKINGS.
          ------------

          A.   The Registrant hereby undertakes:

               (1)  to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement (i) to
include any prospectus required by Section 10(a)(3) of the 1933 Act, (ii) to
reflect in the prospectus any facts or events arising after the effective date
of this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement, and (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement; provided, however, that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference into this Registration Statement;

               (2)  that for the purpose of determining any liability under the
1933 Act each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

               (3)  to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the Registrant's Employee Stock Purchase Plan.

     B.   The Registrant hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated
by reference into this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     C.   Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 of this
Registration Statement or otherwise, the Registrant has been advised that, in
the opinion of the SEC, such indemnification is against public policy as
expressed in the 1933 Act, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.

                                       3
<PAGE>


                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in San Francisco, California, on this 28th day of
September, 2000

                                 BUILDING MATERIALS HOLDING CORPORATION


                                 By: /s/ ROBERT E. MELLOR
                                     -------------------------------------------
                                 Robert E. Mellor
                                 President, Chief Executive Officer and Director

                                       4
<PAGE>


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS

          Each person whose signature appears below constitutes and appoints
Robert E. Mellor, Ellis C. Goebel and Robert L. Becci, and each of them, as his
or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This power of attorney may be signed in several counterparts.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities indicated on the dates indicated.


           SIGNATURE                      TITLE                      DATE

  /s/ ROBERT E. MELLOR         President, Chief Executive     September 28, 2000
-----------------------------  Officer and Director
Robert E. Mellor               (Principal Executive Officer)

  /s/ ELLIS C. GOEBEL          Senior Vice President -        September 28, 2000
-----------------------------  Finance and Treasurer
Ellis C. Goebel                (Principal Financial Officer)

  /s/ ROBERT L. BECCI          Vice President and             September 28, 2000
-----------------------------  Controller
Robert L. Becci                (Principal Accounting Officer)

  /s/ GEORGE E. MCCOWN         Chairman of the Board          September 28, 2000
-----------------------------
George E. McCown

  /s/ ALEC F. BECK             Director                       September 28, 2000
-----------------------------
Alec F. Beck

  /s/ H. JAMES BROWN           Director                       September 28, 2000
-----------------------------
H. James Brown

  /s/ WILBUR J. FIX            Director                       September 28, 2000
-----------------------------
Wilbur J. Fix

  /s/ ROBERT V. HANSBERGER     Director                       September 28, 2000
-----------------------------
Robert V. Hansberger

  /s/ DONALD S. HENDRICKSON    Director                       September 28, 2000
-----------------------------
Donald S. Hendrickson

  /s/ GUY O. MABRY             Director                       September 28, 2000
-----------------------------
Guy O. Mabry

  /s/ PETER S. O'NEILL         Director                       September 28, 2000
-----------------------------
Peter S. O'Neill

                                       5
<PAGE>


                                  EXHIBIT INDEX


EXHIBIT                    DESCRIPTION

4.0      Building Materials Holding Corporation Employee Stock Purchase Plan

5.0      Opinion of Gibson, Dunn & Crutcher LLP

23.1     Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.0)

23.2     Consent of PricewaterhouseCoopers LLP

23.3     Consent of Arthur Andersen LLP

24.0     Power of Attorney (included on the signature page hereof)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18746}]
{"company-data": {"conformed-name": "BUILDING MATERIALS HOLDING CORP", "cik": "0001046356", "assigned-sic": "", "irs-number": "911834269", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47122", "film-number": "733465"}, "business-address": {"street1": "ONE MARKET PLAZA", "street2": "STEUART TOWER 2650", "city": "SAN FRANCISCO", "state": "CA", "zip": "94105", "phone": "4152271650"}, "mail-address": {"street1": "ONE MARKET PLAZA", "street2": "STEUART TOWER 2650", "city": "SAN FRANCISCO", "state": "CA", "zip": "94105"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 2, 2000
                                                   REGISTRATION NO. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933
                                   ----------

                     BUILDING MATERIALS HOLDING CORPORATION
             (Exact name of Registrant as Specified in its Charter)

            DELAWARE                                            91-1834269
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                           Identification Number)

                                ONE MARKET PLAZA
                            STEUART TOWER, SUITE 2650
                             SAN FRANCISCO, CA 94105
                                 (415) 227-1650
          (Address and telephone number of Principal Executive Offices)

       BUILDING MATERIALS HOLDING CORPORATION EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)
                                   ----------

                                ROBERT E. MELLOR
                             CHIEF EXECUTIVE OFFICER
                                ONE MARKET PLAZA
                            STEUART TOWER, SUITE 2650
                             SAN FRANCISCO, CA 94105
                     (Name and Address of Agent for Service)
                                 (415) 227-1650
          (Telephone number, including area code, of agent for service)
                                   ----------

                                   Copies to:
                                 LAWRENCE CALOF
                           GIBSON, DUNN & CRUTCHER LLP
                               1530 PAGE MILL ROAD
                           PALO ALTO, CALIFORNIA 94304
                                 (650) 849-5300
                                   ----------

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                         PROPOSED        PROPOSED
                                         MAXIMUM         MAXIMUM       AMOUNT OF
TITLE OF SECURITIES    AMOUNT TO BE   OFFERING PRICE    AGGREGATE      REGISTRA-
  TO BE REGISTERED    REGISTERED (1)  PER SHARE (2)   OFFERING PRICE   TION FEE
--------------------------------------------------------------------------------
Common Stock,
  par value
  $.001 per share...  200,000 shares      $8.50         $1,700,000      $448.80
================================================================================

(1) This Registration Statement also covers any additional shares of common
    stock which become issuable under the Building Materials Holding Corporation
    Employee Stock Purchase Plan by reason of any stock dividend, stock split,
    recapitalization or other similar transaction effected without the receipt
    of consideration which results in an increase in the number of the
    outstanding shares of common stock of Building Materials Holding
    Corporation.

(2) Calculated solely for purposes of this offering under Rule 457(h) and 457(c)
    of the Securities Act of 1933, as amended, based on the average of the high
    and low prices per share of common stock of Building Materials Holding
    Corporation as reported on the Nasdaq National Market on September 28, 2000,
    which was $8.50.
================================================================================
PART I

Item 1.   PLAN INFORMATION.
          ----------------

          Not filed as part of this Registration Statement pursuant to Note to
          Part I of Form S-8.

Item 2.   REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
          -------------------------------------------------------------

          Not filed as part of this Registration Statement pursuant to Note to
          Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
          ---------------------------------------

         The following documents of Building Materials Holding Corporation
("BMHC" or the "Registrant") previously filed with the Securities and Exchange
Commission (the "SEC") are hereby incorporated in this Registration Statement by
reference:

          (1)  the Registrant's annual report on Form 10-K filed with the SEC on
               March 30, 2000 for the fiscal year ended December 31, 1999;

          (2)  the Registrant's quarterly report on Form 10-Q filed with the SEC
               on May 12, 2000 for the fiscal quarter ended March 31, 2000

          (3)  the Registrant's quarterly report on Form 10-Q filed with the SEC
               on August 14, 2000 for the fiscal quarter ended June 30, 2000;

          (4)  the Registrant's Proxy Statement pursuant to Rule 14(a) of the
               Securities Exchange Act of 1934, as amended (the "1934 Act"),
               filed with the SEC on April 5, 2000; and

          (5)  the description of the Registrant's common stock contained in the
               Registrant's current report on Form 8-K filed with the SEC on
               September 24, 1997.

          All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a) and (c), 14 and 15(d) of the 1934 Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such reports and
documents.

          Any document, and any statement contained in a document, incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in any other subsequently filed document that
also is incorporated or deemed to be incorporated by reference herein, modifies
or supersedes such document or statement. Any such document or statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement. Subject to the foregoing,
all information appearing in this Registration Statement is qualified in its
entirety by the information appearing in the documents incorporated by
reference.

Item 4.   DESCRIPTION OF SECURITIES.
          -------------------------

          Not applicable.
Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
          --------------------------------------

          Not applicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
          -----------------------------------------

          BMHC's Bylaws provide that BMHC will indemnify its directors and
executive officers and may indemnify its other officers, employees, and other
agents to the fullest extent not prohibited by law. BMHC believes that
indemnification under its Bylaws covers at least negligence and gross negligence
by indemnified parties, and requires BMHC to advance litigation expenses in the
case of certain shareholder derivative actions or other actions. BMHC is also
empowered under its Bylaws to enter into indemnification contracts with its
directors and executive officers and to purchase insurance on behalf of any
person that BMHC is required or permitted to indemnify. In accordance with such
provision, BMHC has entered into indemnity agreements with each of its directors
and executive officers. BMHC also has in effect directors and executive officers
liability insurance coverage.

          BMHC's Certificate of Incorporation provides that, under Delaware law,
its directors will not be liable for monetary damages for breach of the
directors' fiduciary duty of care to BMHC and its shareholders. This provision
in the Certificate of Incorporation does not eliminate the duty of care, and in
appropriate circumstances equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to BMHC, for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other laws, such as the federal securities laws or
state or federal environmental laws.

          Currently, there is no pending litigation or proceeding involving a
director, executive officer, employee, or other BMHC agent where indemnification
is sought. BMHC is not aware of any threatened litigation that may result in
indemnification claims by any director, executive officer, employee, or other
agent.

          Any future transactions between BMHC and its executive officers,
directors and affiliates will be on terms no less favorable to BMHC than can be
obtained from unaffiliated third parties, and any material transactions with
such persons will be approved by a majority of BMHC's disinterested directors.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended ("1933 Act"), may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
1933 Act and is therefore unenforceable.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.
          -----------------------------------

          Not applicable.

Item 8.   EXHIBITS.
          --------

          4.0       Building Materials Holding Corporation Employee Stock
                    Purchase Plan

          5.0       Opinion of Gibson, Dunn & Crutcher LLP

          23.1      Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit
                    5.0)

          23.2      Consent of PricewaterhouseCoopers LLP

          23.3      Consent of Arthur Andersen LLP

          24.0      Power of Attorney (included on the signature page hereof)

                                       2
Item 9.   UNDERTAKINGS.
          ------------

          A.   The Registrant hereby undertakes:

               (1)  to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement (i) to
include any prospectus required by Section 10(a)(3) of the 1933 Act, (ii) to
reflect in the prospectus any facts or events arising after the effective date
of this Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement, and (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement; provided, however, that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference into this Registration Statement;

               (2)  that for the purpose of determining any liability under the
1933 Act each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

               (3)  to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the Registrant's Employee Stock Purchase Plan.

     B.   The Registrant hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated
by reference into this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     C.   Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 of this
Registration Statement or otherwise, the Registrant has been advised that, in
the opinion of the SEC, such indemnification is against public policy as
expressed in the 1933 Act, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.

                                       3
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in San Francisco, California, on this 28th day of
September, 2000

                                 BUILDING MATERIALS HOLDING CORPORATION

                                 By: /s/ ROBERT E. MELLOR
                                     -------------------------------------------
                                 Robert E. Mellor
                                 President, Chief Executive Officer and Director

                                       4
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS

          Each person whose signature appears below constitutes and appoints
Robert E. Mellor, Ellis C. Goebel and Robert L. Becci, and each of them, as his
or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This power of attorney may be signed in several counterparts.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities indicated on the dates indicated.

           SIGNATURE                      TITLE                      DATE

  /s/ ROBERT E. MELLOR         President, Chief Executive     September 28, 2000
-----------------------------  Officer and Director
Robert E. Mellor               (Principal Executive Officer)

  /s/ ELLIS C. GOEBEL          Senior Vice President -        September 28, 2000
-----------------------------  Finance and Treasurer
Ellis C. Goebel                (Principal Financial Officer)

  /s/ ROBERT L. BECCI          Vice President and             September 28, 2000
-----------------------------  Controller
Robert L. Becci                (Principal Accounting Officer)

  /s/ GEORGE E. MCCOWN         Chairman of the Board          September 28, 2000
-----------------------------
George E. McCown

  /s/ ALEC F. BECK             Director                       September 28, 2000
-----------------------------
Alec F. Beck

  /s/ H. JAMES BROWN           Director                       September 28, 2000
-----------------------------
H. James Brown

  /s/ WILBUR J. FIX            Director                       September 28, 2000
-----------------------------
Wilbur J. Fix

  /s/ ROBERT V. HANSBERGER     Director                       September 28, 2000
-----------------------------
Robert V. Hansberger

  /s/ DONALD S. HENDRICKSON    Director                       September 28, 2000
-----------------------------
Donald S. Hendrickson

  /s/ GUY O. MABRY             Director                       September 28, 2000
-----------------------------
Guy O. Mabry

  /s/ PETER S. O'NEILL         Director                       September 28, 2000
-----------------------------
Peter S. O'Neill

                                       5
EXHIBIT INDEX

EXHIBIT                    DESCRIPTION

4.0      Building Materials Holding Corporation Employee Stock Purchase Plan

5.0      Opinion of Gibson, Dunn & Crutcher LLP

23.1     Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.0)

23.2     Consent of PricewaterhouseCoopers LLP

23.3     Consent of Arthur Andersen LLP

24.0     Power of Attorney (included on the signature page hereof)