As filed with the Securities and Exchange Commission on June 18, 1999

                                                 Registration No. 333-_____
	___________________________________________________________________________

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

                                 FORM S-8
                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933
                      _________________________________

                 BOISE CASCADE OFFICE PRODUCTS CORPORATION
           (Exact name of registrant as specified in its charter)

           Delaware                                      82-0477390
	(State or other jurisdiction of                       (I.R.S. Employer
	 incorporation or organization)                       Identification No.)

             800 West Bryn Mawr Avenue, Itasca, Illinois 60143
            (Address of Principal Executive Offices) (Zip Code)
                      _________________________________

                 BOISE CASCADE OFFICE PRODUCTS CORPORATION
                      KEY EXECUTIVE STOCK OPTION PLAN
                          (Full title of the plan)
                      _________________________________

                             JOHN W. HOLLERAN
                              General Counsel
                 Boise Cascade Office Products Corporation
                            Post Office Box 50
                          Boise, Idaho 83728-0001
                  (Name and address of agent for service)
                      _________________________________

                               208/384-6161
       (Telephone number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE
___________________________________________________________________________
                                     Proposed   Proposed
                                     Maximum    Maximum
                                     Offering   Aggregate     Amount of
Title of Securities    Amount to     Price per  Offering     Registration
 To be Registered    be Registered     Share    Price (1)       Fee (1)
___________________________________________________________________________
Common Stock,      3,500,000 shares  $11.21875  $39,265,625   $10,915.85
$.01 par value
___________________________________________________________________________
(1)  The shares of Common Stock being registered will be issued in
connection with the Key Executive Stock Option Plan.  The aggregate
offering price and registration fee have been calculated in accordance with
17 C.F.R. 230.457(h) and in accordance with Section 6(b) of the Securities
Act of 1933.
___________________________________________________________________________

<PAGE>
                 BOISE CASCADE OFFICE PRODUCTS CORPORATION
                           Cross-reference sheet

Item in           Page or Caption in Key Executive Stock Option
Form S-8          Plan Registration Statement

1........         Inapplicable

2........         Inapplicable

3........         Incorporation of Documents by Reference

4........         Description of Securities

5........         Interests of Named Experts and Counsel

6........         Indemnification of Directors and Officers

7........         Inapplicable

8........         Exhibits

9........         Undertakings


<PAGE>
                  Incorporation of Documents by Reference

     The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to
you by referring you to those documents.  The information incorporated by
reference is considered part of this Registration Statement, and later
information filed with the SEC will update and supersede this information.
We incorporate by reference the documents listed below and any future
filings made with the SEC under Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934:

     1.  Annual Report on Form 10-K for the year ended December 31, 1998;

     2.  Interim Report on Form 10-Q for the quarter ended March 31, 1999;

     3.  Definitive Proxy Statement dated March 22, 1999, used in
         connection with the Annual Meeting of Shareholders held on
         April 20, 1999; and

     4.  The description of the company's common stock contained under the
         heading "Description of Capital Stock" in the prospectus included
         in the Registration Statement on Form S-1 filed with the SEC on
         February 22, 1995, and incorporated by reference in the
         Registration Statement on Form 8-A filed with the SEC on March 6,
         1995.

     You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:

                       Investor Relations Department
                 Boise Cascade Office Products Corporation
                         800 West Bryn Mawr Avenue
                          Itasca, Illinois 60143
                              (630) 773-5042
                            http://www.bcop.com


                         Description of Securities

     The securities covered by this Registration Statement consist of a
maximum of 3,500,000 shares of the company's common stock.


                  Interests of Named Experts and Counsel

     The audited financial statements incorporated by reference in this
Registration Statement were audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports accompanying the
statements.  These financial statements are incorporated by reference in
reliance upon the authority of that firm in giving such reports as experts
in accounting and auditing.

     The legality of the issuance of the common stock is being passed upon
for us by John W. Holleran, our general counsel.  As of March 31, 1999,
Mr. Holleran held 617 shares of our common stock.



                 Indemnification of Directors and Officers

     Section 145 of the General Corporation Law of Delaware authorizes the
company to indemnify its directors and officers under specified
circumstances. Our Restated Certificate of Incorporation and bylaws provide
that we shall indemnify, to the extent permitted by Delaware law, our
directors, officers, and employees against liabilities (including expenses,
judgments, and settlements) incurred by them in connection with any actual
or threatened action, suit, or proceeding to which they are or may become
parties and which arise out of their status as directors, officers, or
employees.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, or persons
controlling the company pursuant to the above provisions, we have been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act
of 1933.  These provisions are, therefore, unenforceable.

     Our directors and officers are insured, under insurance policies
maintained by the company, against certain expenses incurred in the defense
of actions, suits, or proceedings and certain liabilities which might be
imposed as a result of such actions, suits, or proceedings, to which they
are parties by reason of being or having been directors or officers
(subject to policy limitations).


                                 Exhibits

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


                               Undertakings

     The undersigned 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)  Not applicable.

          (ii)  Not applicable.

         (iii)  To include any material information with respect to the
                plan of distribution not previously disclosed in the
                registration statement or any material change to such
                information in the registration statement.

     2.  That, for the purpose of determining any liability under the
         Securities Act of 1933, 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.

     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 offering.

     4.  Not applicable.

     5.  The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each
         filing of the registrant's annual report pursuant to Section 13(a)
         or Section 15(d) of the Securities Exchange Act of 1934 (and,
         where applicable, each filing of an employee benefit plan's annual
         report pursuant to Section 15(d) of the Securities Exchange Act of
         1934) that is incorporated by reference in the 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.

     6.  Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers,
         and controlling persons of the registrant pursuant to the
         foregoing provisions, or otherwise, the registrant has been
         advised that in the opinion of the Securities and Exchange
         Commission such indemnification is against public policy as
         expressed in the 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 Act and will be
         governed by the final adjudication of such issue.


<PAGE>
                 Consent of Independent Public Accountants

     As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report
dated January 29, 1999, incorporated by reference in Boise Cascade Office
Products Corporation's Form 10-K for the year ended December 31, 1998, and
to all references to our firm included in this Registration Statement.


                                           /s/Arthur Andersen LLP

                                           ARTHUR ANDERSEN LLP

Boise, Idaho
June 18, 1999


<PAGE>
                             Power of Attorney

     Each person whose signature appears below appoints Christopher C.
Milliken and John W. Holleran, and each of them severally, acting alone and
without the other, his true and lawful attorney-in-fact with authority to
execute in the name of each such person and to file with the Securities and
Exchange Commission, together with any exhibits and other documents, any
and all amendments (including post-effective amendments) to this
Registration Statement necessary or advisable to enable the company to
comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission in
respect thereof, which amendments may make such other changes in the
Registration Statement as the aforesaid attorney-in-fact executing the same
deems appropriate.


                                Signatures

     Pursuant to the requirements of the Securities Act of 1933, the
company 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 the city of Itasca, state of Illinois, on
June 18, 1999.

                              BOISE CASCADE OFFICE PRODUCTS CORPORATION


                              By /s/Christopher C. Milliken
                                 Christopher C. Milliken
                                 President and Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 18, 1999.

           Signature                             Title


/s/Christopher C. Milliken                   President and
   Christopher C. Milliken              Chief Executive Officer
                                     (Principal Executive Officer)


/s/A. James Balkins III                  Senior Vice President,
    A. James Balkins III                Chief Financial Officer,
                                             and Treasurer
                                     (Principal Financial Officer)


/s/Thomas J. Jaszka                   Vice President and Controller
     Thomas J. Jaszka                (Principal Accounting Officer)


<PAGE>
           Signature                               Title

A Majority of the Directors


/s/George J. Harad                                Director
      George J. Harad


/s/John B. Carley                                 Director
      John B. Carley


/s/James G. Connelly III                          Director
      James G. Connelly III


/s/Theodore Crumley                               Director
      Theodore Crumley


/s/Peter G. Danis Jr.                             Director
      Peter G. Danis Jr.


/s/Christopher C. Milliken                        Director
      Christopher C. Milliken


                                                  Director
      Donald E. Roller


/s/A. William Reynolds                            Director
      A. William Reynolds



Dated:  June 18, 1999


<PAGE>
                             INDEX TO EXHIBITS
                     Filed With Registration Statement
                                on Form S-8
                           _____________________

Number                        Description                    Page Number

4            Boise Cascade Office Products Corporation
             Key Executive Stock Option Plan, as amended
             Through February 16, 1999

5            Opinion of John W. Holleran, General Counsel
             for the Company

15           Inapplicable

23.1         Consent of Independent Public Accountants
             (included in Registration Statement)

23.2         Consent of Counsel (included in Exhibit 5)

24           Power of Attorney (included on signature page)

99           Inapplicable
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15499}]
{"company-data": {"conformed-name": "BOISE CASCADE OFFICE PRODUCTS CORP", "cik": "0000938839", "assigned-sic": "5110", "irs-number": "820477390", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80989", "film-number": "99648422"}, "business-address": {"street1": "800 WEST BRYN MAWR AVE", "city": "ITASCA", "state": "IL", "zip": "60143", "phone": "7087735000"}, "mail-address": {"street1": "800 WEST BRYN MAWR AVE", "street2": "1111 WEST JEFFERSON STREET", "city": "ITASCA", "state": "IL", "zip": "60143"}}
As filed with the Securities and Exchange Commission on June 18, 1999

                                                 Registration No. 333-_____
	___________________________________________________________________________

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

                                 FORM S-8
                       REGISTRATION STATEMENT UNDER
                        THE SECURITIES ACT OF 1933
                      _________________________________

                 BOISE CASCADE OFFICE PRODUCTS CORPORATION
           (Exact name of registrant as specified in its charter)

           Delaware                                      82-0477390
	(State or other jurisdiction of                       (I.R.S. Employer
	 incorporation or organization)                       Identification No.)

             800 West Bryn Mawr Avenue, Itasca, Illinois 60143
            (Address of Principal Executive Offices) (Zip Code)
                      _________________________________

                 BOISE CASCADE OFFICE PRODUCTS CORPORATION
                      KEY EXECUTIVE STOCK OPTION PLAN
                          (Full title of the plan)
                      _________________________________

                             JOHN W. HOLLERAN
                              General Counsel
                 Boise Cascade Office Products Corporation
                            Post Office Box 50
                          Boise, Idaho 83728-0001
                  (Name and address of agent for service)
                      _________________________________

                               208/384-6161
       (Telephone number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE
___________________________________________________________________________
                                     Proposed   Proposed
                                     Maximum    Maximum
                                     Offering   Aggregate     Amount of
Title of Securities    Amount to     Price per  Offering     Registration
 To be Registered    be Registered     Share    Price (1)       Fee (1)
___________________________________________________________________________
Common Stock,      3,500,000 shares  $11.21875  $39,265,625   $10,915.85
$.01 par value
___________________________________________________________________________
(1)  The shares of Common Stock being registered will be issued in
connection with the Key Executive Stock Option Plan.  The aggregate
offering price and registration fee have been calculated in accordance with
17 C.F.R. 230.457(h) and in accordance with Section 6(b) of the Securities
Act of 1933.
___________________________________________________________________________
BOISE CASCADE OFFICE PRODUCTS CORPORATION
                           Cross-reference sheet

Item in           Page or Caption in Key Executive Stock Option
Form S-8          Plan Registration Statement

1........         Inapplicable

2........         Inapplicable

3........         Incorporation of Documents by Reference

4........         Description of Securities

5........         Interests of Named Experts and Counsel

6........         Indemnification of Directors and Officers

7........         Inapplicable

8........         Exhibits

9........         Undertakings
Incorporation of Documents by Reference

     The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to
you by referring you to those documents.  The information incorporated by
reference is considered part of this Registration Statement, and later
information filed with the SEC will update and supersede this information.
We incorporate by reference the documents listed below and any future
filings made with the SEC under Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934:

     1.  Annual Report on Form 10-K for the year ended December 31, 1998;

     2.  Interim Report on Form 10-Q for the quarter ended March 31, 1999;

     3.  Definitive Proxy Statement dated March 22, 1999, used in
         connection with the Annual Meeting of Shareholders held on
         April 20, 1999; and

     4.  The description of the company's common stock contained under the
         heading "Description of Capital Stock" in the prospectus included
         in the Registration Statement on Form S-1 filed with the SEC on
         February 22, 1995, and incorporated by reference in the
         Registration Statement on Form 8-A filed with the SEC on March 6,
         1995.

     You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:

                       Investor Relations Department
                 Boise Cascade Office Products Corporation
                         800 West Bryn Mawr Avenue
                          Itasca, Illinois 60143
                              (630) 773-5042
                            http://www.bcop.com

                         Description of Securities

     The securities covered by this Registration Statement consist of a
maximum of 3,500,000 shares of the company's common stock.

                  Interests of Named Experts and Counsel

     The audited financial statements incorporated by reference in this
Registration Statement were audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports accompanying the
statements.  These financial statements are incorporated by reference in
reliance upon the authority of that firm in giving such reports as experts
in accounting and auditing.

     The legality of the issuance of the common stock is being passed upon
for us by John W. Holleran, our general counsel.  As of March 31, 1999,
Mr. Holleran held 617 shares of our common stock.

                 Indemnification of Directors and Officers

     Section 145 of the General Corporation Law of Delaware authorizes the
company to indemnify its directors and officers under specified
circumstances. Our Restated Certificate of Incorporation and bylaws provide
that we shall indemnify, to the extent permitted by Delaware law, our
directors, officers, and employees against liabilities (including expenses,
judgments, and settlements) incurred by them in connection with any actual
or threatened action, suit, or proceeding to which they are or may become
parties and which arise out of their status as directors, officers, or
employees.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, or persons
controlling the company pursuant to the above provisions, we have been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act
of 1933.  These provisions are, therefore, unenforceable.

     Our directors and officers are insured, under insurance policies
maintained by the company, against certain expenses incurred in the defense
of actions, suits, or proceedings and certain liabilities which might be
imposed as a result of such actions, suits, or proceedings, to which they
are parties by reason of being or having been directors or officers
(subject to policy limitations).

                                 Exhibits

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

                               Undertakings

     The undersigned 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)  Not applicable.

          (ii)  Not applicable.

         (iii)  To include any material information with respect to the
                plan of distribution not previously disclosed in the
                registration statement or any material change to such
                information in the registration statement.

     2.  That, for the purpose of determining any liability under the
         Securities Act of 1933, 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.

     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 offering.

     4.  Not applicable.

     5.  The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each
         filing of the registrant's annual report pursuant to Section 13(a)
         or Section 15(d) of the Securities Exchange Act of 1934 (and,
         where applicable, each filing of an employee benefit plan's annual
         report pursuant to Section 15(d) of the Securities Exchange Act of
         1934) that is incorporated by reference in the 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.

     6.  Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers,
         and controlling persons of the registrant pursuant to the
         foregoing provisions, or otherwise, the registrant has been
         advised that in the opinion of the Securities and Exchange
         Commission such indemnification is against public policy as
         expressed in the 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 Act and will be
         governed by the final adjudication of such issue.
Consent of Independent Public Accountants

     As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report
dated January 29, 1999, incorporated by reference in Boise Cascade Office
Products Corporation's Form 10-K for the year ended December 31, 1998, and
to all references to our firm included in this Registration Statement.

                                           /s/Arthur Andersen LLP

                                           ARTHUR ANDERSEN LLP

Boise, Idaho
June 18, 1999
Power of Attorney

     Each person whose signature appears below appoints Christopher C.
Milliken and John W. Holleran, and each of them severally, acting alone and
without the other, his true and lawful attorney-in-fact with authority to
execute in the name of each such person and to file with the Securities and
Exchange Commission, together with any exhibits and other documents, any
and all amendments (including post-effective amendments) to this
Registration Statement necessary or advisable to enable the company to
comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission in
respect thereof, which amendments may make such other changes in the
Registration Statement as the aforesaid attorney-in-fact executing the same
deems appropriate.

                                Signatures

     Pursuant to the requirements of the Securities Act of 1933, the
company 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 the city of Itasca, state of Illinois, on
June 18, 1999.

                              BOISE CASCADE OFFICE PRODUCTS CORPORATION

                              By /s/Christopher C. Milliken
                                 Christopher C. Milliken
                                 President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 18, 1999.

           Signature                             Title

/s/Christopher C. Milliken                   President and
   Christopher C. Milliken              Chief Executive Officer
                                     (Principal Executive Officer)

/s/A. James Balkins III                  Senior Vice President,
    A. James Balkins III                Chief Financial Officer,
                                             and Treasurer
                                     (Principal Financial Officer)

/s/Thomas J. Jaszka                   Vice President and Controller
     Thomas J. Jaszka                (Principal Accounting Officer)
Signature                               Title

A Majority of the Directors

/s/George J. Harad                                Director
      George J. Harad

/s/John B. Carley                                 Director
      John B. Carley

/s/James G. Connelly III                          Director
      James G. Connelly III

/s/Theodore Crumley                               Director
      Theodore Crumley

/s/Peter G. Danis Jr.                             Director
      Peter G. Danis Jr.

/s/Christopher C. Milliken                        Director
      Christopher C. Milliken

                                                  Director
      Donald E. Roller

/s/A. William Reynolds                            Director
      A. William Reynolds

Dated:  June 18, 1999
INDEX TO EXHIBITS
                     Filed With Registration Statement
                                on Form S-8
                           _____________________

Number                        Description                    Page Number

4            Boise Cascade Office Products Corporation
             Key Executive Stock Option Plan, as amended
             Through February 16, 1999

5            Opinion of John W. Holleran, General Counsel
             for the Company

15           Inapplicable

23.1         Consent of Independent Public Accountants
             (included in Registration Statement)

23.2         Consent of Counsel (included in Exhibit 5)

24           Power of Attorney (included on signature page)

99           Inapplicable