<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-K

(X) Annual report under Section 13 or 15 (d) of the Securities Exchange Act
of 1934. For the fiscal year period ended December 31, 1997 or ( ) Transition
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the Transition period from       to

Commission file number 0-19335.

                     BUILDING MATERIALS HOLDING CORPORATION

 Incorporated in the State of Delaware       I.R.S. Employer Number 91-1834269

                     BUILDING MATERIALS HOLDING CORPORATION
    One Market Plaza, Steuart Tower, Ste 2650, San Francisco, CA 94105
                           Telephone: (415)227-1650

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

                         Common Stock, $.001 par value
                         -----------------------------
                                TITLE OF CLASS

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 non-affiliates of the
registrant, computed by reference to the price at which the stock was sold, or
the average bid and asked prices of such stock, as of the close of business on
March 16, 1998 was $113,681,255.*

*   Excludes 3,504,150 shares of Common Stock held by directors, officers, and
    holders of more than 5% of the Company's shares outstanding at March 16,
    1998. Exclusion of shares held by any person should not be construed to
    indicate that such person possesses the power, direct or indirect, to direct
    or cause the direction of the management or policies of the Registrant, or
    that such person is controlled by or under common control with the
    Registrant.

<TABLE>
<CAPTION>
                                                     Shares Outstanding
                                                       as of March 16,
Class                                                       1998
---------------------------------------------------  -------------------
<S>                                                  <C>
Common Stock
$.001 par value                                          12,333,762
</TABLE>

                           Documents Incorporated by reference
                           -----------------------------------
Listed hereunder are the documents any portions of which are incorporated by
reference and the Parts of this Form 10-K into which such portions are
incorporated:

1. The registrant's annual report for the fiscal year ended December 31,
   1997, portions of which are incorporated by reference into Parts II and
   IV of this Form 10-K, and

2. The registrant's definitive proxy statement dated March 31, 1998, for
   use in connection with the annual meeting of shareholders to be held on
   May 7, 1998, portions of which are incorporated by reference into
   Part III of this Form 10-K.


<PAGE>
                     BUILDING MATERIALS HOLDING CORPORATION

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>

Item                                                                                           PAGE
-----------                                                                                    -----
<C>  <S>                                                                                       <C>

                                     PART I

1.   Business                                                                                    1

2.   Properties                                                                                 12

3.   Legal Proceedings                                                                          14

4.   Submission of Matters to a Vote of Security Holders                                        14

                                    PART II

5.  Market for Registrant's Common Stock and Related Stockholder Matters                        15

6.  Selected Financial Data                                                                     16

7.  Management's Discussion and Analysis of Financial Condition and Results of
           Operations                                                                           17

8.  Financial Statements and Supplementary Data                                                 17

9.  Changes in and Disagreements With Accountants on Accounting and Financial
    Disclosure                                                                                  17

                                    PART III

10.  Directors and Executive Officers of the Registrant                                         18

11.  Executive Compensation                                                                     18

12.  Security Ownership of Certain Beneficial Owners and Management                             18

13.  Certain Relationships and Related Transactions                                             18

                                    PART IV

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

</TABLE>


<PAGE>
                                    PART I.

Item 1. Business

Building Materials Holding Corporation ("BMHC") is a holding company
engaged, through its wholly owned subsidiary, BMC West Corporation ("BMC West"
or the "Company") in the distribution of building materials, selling primarily
to professional contractors as well as to project-oriented consumers (including
professional repair and remodel contractors hired by them). BMHC was formed to
centralize, at the holding company, responsibilities for acquisitions, financial
and administrative functions--including strategic, financial and capital
planning, corporate governance, and investor relations activities. In addition,
the holding company structure is intended to focus operational management of the
day-to-day activities. As part of this restructuring, the operating units of BMC
West have been divided into three major operating divisions, with plans to
create a fourth, with a division president having general responsibility for the
profitability of each division. This restructuring is intended to give local
management more focused responsibility and enhances the opportunity to recommend
the introduction of new products or services appropriate for a given market.

BMC West is a leading regional distributor and retailer of building
materials. In addition to distributing products from manufacturers, the Company
conducts value-added conversion activities which include fabricating pre-hung
doors, roof trusses, pre-assembled windows and pre-cutting lumber to meet
customer specifications. The Company operates 55 building materials centers
located in Arizona, California, Colorado, Idaho, Montana, Nevada, Oregon, Texas,
Utah, and Washington. Value-added activities are conducted at 49 separate
facilities, most of which are located at building materials sites.

BMC West targets primarily the professional contractor market, which is a
strategy distinct from that pursued by the high-volume, consumer-oriented home
center retailers now found throughout the United States. The Company's
professional contractor market consists of persons engaged principally in the
construction of single-family homes and, to a lesser extent, multi-family units
and light commercial and industrial construction. Professional contractors
generally are large-volume, repeat customers requiring certainty of product
availability and delivery and a number of specialized services typically not
offered by home center retailers. The Company also targets the repair and
remodel market which consists generally of project-oriented consumers and
contractors hired by them, who engage primarily in substantial projects such as
room additions, kitchen or bathroom remodeling and fence or deck installations.

BMC West develops long-term relationships with its customers by providing
them with a broad range of high-quality products and services. Each of the
Company's building materials centers tailors its product and service mix to meet
the demands of the local market. The Company's products, which include lumber,
panel products, roofing materials, pre-hung doors, roof trusses, pre-assembled
windows, cabinets, hardware, paint and tools, are used primarily for new
residential construction, light commercial construction and repair and
remodeling projects. These products are sold by experienced professionals
consisting of both field sales personnel and facility based sales and support
personnel. The Company offers its customers various services, including
assistance with project designs and materials specifications, coordination of
delivery of orders to

<PAGE>

job sites, provision of credit to pre-approved contractors and referral of
retail customers to pre-qualified contractors. Complete home packages
(delivered to the sites of the Company's builder customers according to their
construction schedules) account for a significant amount of total sales. In
each of the last three years, professional contractors accounted for
approximately 75% to 78% of net sales, and project-oriented consumers or the
contractors hired by them, accounted for approximately 21% to 24% of net
sales.

Industry Overview

The building materials distribution industry is characterized by its
substantial size, highly fragmented ownership structure and dependence on the
cyclical and seasonal home building industry.

Building materials distributors generally concentrate on serving either
project-oriented professional contractors or price-oriented retail consumers.
Contractor-oriented building materials distributors, such as BMHC, tend to focus
on contractors and project-oriented consumers and compete principally on the
basis of service, product quality and availability, on-time delivery, credit
availability and reliability, as well as price. Home center retailers, on the
other hand, target the mass consumer market, in which competition is based
principally on price, merchandising, location and cooperative advertising.
Typically, contractor-oriented distributors offer a greater range of services
and a wider variety of high quality building products than home center
retailers.

The contractor-oriented building materials distribution industry is
characterized by a large number of privately owned, small, regional distribution
companies and single-site enterprises. These businesses are typically family
run, relationship-based operations which focus on offering service, delivery and
reliability to their customers. As a result of their size, many of these
businesses do not possess sophisticated working capital management and control
systems and generally lack the purchasing expertise of a large entity, such as
BMHC. Because of these factors, the Company believes that these businesses
include a number of attractive acquisition candidates.

The building materials distribution industry is closely linked to the
economic cycles and seasonality associated with the home building industry. The
Company monitors the issuance of new housing permits as an important indicator
of its potential future sales volume. Construction expenditures are largely a
function of new residential, commercial and industrial building demand and
repair and remodeling projects undertaken. Residential construction is closely
linked to new job formation, household formation, interest rates, housing
affordability, availability of mortgage financing, regional demographics and
consumer confidence. Commercial construction is significantly affected by
vacancy and absorption rates, interest rates, long-term regional economic
outlooks and the availability of financing. Industrial construction expenditures
are linked to the industrial economic outlook, corporate profitability, interest
rates and capacity utilization. In difficult economic environments, repair and
remodeling expenditures generally represent a greater percentage of housing
construction expenditures as new housing starts decline. BMHC centers target
participants in all of these sectors, although economic conditions frequently
dictate which sector they may emphasize at a given time. A key attribute of the
contractor-oriented building materials distribution industry is that
professional contractors typically use the same building materials supplier for
all of their projects. In order to generate and maintain this loyalty, suppliers

                                       2

<PAGE>

generally focus on providing the professional contractor with service,
quality, on-time delivery and value-added services.

Geographic Markets

BMHC believes that it's subsidiary BMC West is well positioned in some of
the most attractive markets for building materials in the United States.
Population and migration trends in the Western markets served by BMC West, as
well as the relative strength of many of the local economies it serves, have
resulted in the growth of residential housing in these markets.

Operating Strategy

BMHC's operating strategy is to focus responsibility for day-to-day
operations at the local level. The building materials centers operate as
autonomous, decentralized units capable of meeting local market needs and
offering competitive prices. Each of the centers is part of one of three
divisions of the Company which are managed by a division president.
Management of the centers report to the division president who is charged
with responsibility for the overall profitability of the division. The
division presidents have substantial autonomy in managing their respective
divisions to achieve the Company's targeted goals of profitability. Center
managers have a substantial degree of control over inventory, merchandising
and pricing, and can develop their own specific programs to meet the needs of
their particular markets.

The Company's decentralized, microcomputer based, point-of-sale information
system provides each center manager with real-time pricing, inventory
availability and margin analysis. At the same time, the Company provides
centralized purchasing management, credit and financial controls, management
information systems, and training and marketing support. The compensation of
substantially all of the employees of each unit is based, in part, on the
performance of the individual unit and the division.

The Company believes that many of its building materials centers hold a first
or second place market share among professional contractors and that the
Company, as a whole, has the largest sales volume of any distributor of
building materials serving primarily professional contractors in its market
area. The Company intends to maintain its leadership position in these
markets by continuing to provide a broad range of high-quality products and
services to the professional contractor as well as the project-oriented
consumers and professional repair and remodel contractors hired by them. The
services provided by the Company include assisting customers with project
designs and materials specifications, delivering orders to job sites,
providing credit to pre-approved contractors, and referring retail customers
to pre-qualified contractors. In addition to distributing products from
manufacturers, the Company currently conducts value-added operations at 49
facilities (most of which are located at building materials sites) in nine
states, as compared to 16 such facilities in 6 states at the end of 1991.
Value-added facilities generally are constructed or acquired at or near a
center and can service a sales area depending on the market from 35 to 100
miles in radius. The Company plans to introduce value-added products such as
pre-hung doors, roof trusses and pre-assembled windows in more of the markets
served by the Company. These products generally carry higher gross margins
and have less price volatility than commodity wood products.

                                       3

<PAGE>

BMHC's total quality management program defines quality as providing the
best products and services at the right place at the right time. The program
provides an environment for employees to identify cost reduction and margin
improvement opportunities, empowers employees to make significant contributions
and work together as a team, and measures BMHC's performance and follow-through
on improvement efforts. Quality teams at BMHC locations seek to make specific,
measurable improvements in the Company's critical processes, including order
processing, inventory control, delivery and customer assistance. These teams
include employees from all functional areas and backgrounds. The Company
supports this program through training and the sharing of ideas among locations.

The Company focuses on improving efficiency and productivity at all
locations with special attention and support to certain of the centers that the
Company believes are under-performing. The Company seeks to anticipate changes
in its market by adjusting the inventory product mix and services for the
professional contractor and project-oriented consumer and the contractors hired
by them. Such adjustments may have some minor impact on margins as we adjust
inventories. The Company is also exploring other alternatives for under
performing centers including consolidation and liquidation of real property. The
Company also is focusing on building new locations within markets where it has a
presence.

Acquisition Strategy

BMHC seeks acquisitions of building materials centers and value-added
facilities that serve the professional contractor and the project-oriented
consumer (including professional repair and remodel contractors hired by them)
in new and existing markets in the United States. The fragmented nature of the
industry presents to BMHC opportunities to acquire other multi-center
distributors that could be acquired as new stand-alone subsidiaries. In
addition, BMHC focuses on opportunities to acquire additional centers in the
geographic areas currently served by BMHC.

The management of BMHC have substantial experience in expanding building
materials supply businesses through acquisitions. Over the past several years,
management has contacted and visited many acquisition candidates. In addition,
BMHC is contacted regularly by persons seeking to sell their business. BMHC
believes that, due to professional contractor loyalty to existing centers, the
most expedient way to enter new geographic markets is through acquisitions. BMHC
also believes that the availability of a public market for its Common Stock
provides it with additional flexibility in pursuing acquisitions.

While the Company evaluates each potential acquisition candidate on its
individual merits, its primary objective has been to acquire profitable building
materials centers that meet certain general criteria. The typical targeted
acquisition candidate is located on a 5 to 10 acre site which includes 8,000 to
15,000 square feet of indoor showroom and contractor sales space and 20,000 to
50,000 square feet of covered storage area, with reasonable access to the local
road system and proximity to regional areas of construction demand. Additional
factors include the reputation of the center among local contractors and the
quality of the center's management and sales organization.

                                       4

<PAGE>

Typically, after the acquisition of a center, the Company enhances the
center's sales and service capabilities and may expand its product offerings,
including value-added products, in an effort to increase sales. In addition, the
Company seeks to implement its accounting and management systems into each newly
acquired center. These systems assist in the effective management of the
Company's inventories and accounts receivable, and in efforts to improve
customer service. Purchasing will be handled at the division or corporate level
based on the cost savings.

In 1997, the Company completed five acquisitions involving two building
materials centers and six value-added facilities. Total consideration given was
$52,797,000, consisting of $40,231,000 cash, a long-term note for $3,700,000,
492,036 shares of common stock valued at $6,300,000, and other assumed operating
liabilities of $2,566,000. For those acquisitions completed in the fourth
quarter of 1997, preliminary purchase price allocations have been completed.
Management expects to finalize these allocation upon closure of the
transactions. The following chart sets forth the number of building materials
centers acquired and consolidated by the Company during each of the last two
fiscal years.

<TABLE>
<CAPTION>
                                                        Year Ended         Year Ended
                                                      Dec. 31, 1997      Dec. 31, 1996
                                                    -----------------  -----------------
<S>                                                  <C>                <C>
Beginning balance............................             53                 52
Acquisitions.................................              5                  1
Other*.......................................             (3)                --
                                                        ----               ----
Ending balance...............................             55                 53
                                                          --                 --
                                                        ----               ----
</TABLE>

*   In 1997, the Company consolidated its San Marcos and Austin, Texas centers;
    its Englewood and Denver, Colorado centers; and its Reno and Sparks, Nevada,
    centers.

It is the objective of BMHC and the Company to continue to acquire
complementary businesses. BMHC and the Company continue to engage in discussions
with potential acquisition candidates. There can be no assurances that BMHC or
the Company will be able to continue to identify and complete successful
acquisitions in the future.

Products

Each BMHC unit carries a core of approximately 9,000 stock keeping units
("SKUs"), plus an average of an additional 6,000 SKUs, the product mix of which
varies by location. The Company's principal products include lumber, panel
products, engineered wood products, roofing materials, pre-hung doors,
roof trusses, pre-assembled windows, cabinets, hardware, paint and tools. In
addition to distributing such products, the Company conducts value-added
activities, which include fabricating pre-hung doors, roof trusses,
pre-assembled windows and pre-cutting lumber to meet customer specifications.

The following table sets forth information regarding the percentage of net
sales represented by the specified categories of products sold at the Company's
centers during each of the last two fiscal years. While the Company believes
that the percentages included in the table generally indicate


                                       5

<PAGE>

the mix of the Company's sales by category of product, the specific
percentages are affected year-to-year by changes in the prices of commodity
wood products, as well as changes in unit volumes sold.

<TABLE>
<CAPTION>
Category of Product                                 1997      1996
--------------------------------------------------  -----     -----
<S>                                                 <C>       <C>

Wood products (lumber and panel products).........  47%        47%

Building materials (roofing, siding, engineered
  wood products, insulation and steel)...........   19         20

Millwork/Value-added (pre-hung doors, trusses,
  windows & moldings).............................  24         20

Other (paint, hardware, tools, electrical and
  plumbing).......................................  10         13
                                                   ----       ----
                                                   100%       100%
                                                   ----       ----
                                                   ----       ----
</TABLE>

The Company fabricates roof trusses used to form roof support systems and
pre-hung door units and pre-assembled window units for the residential and light
commercial building markets. Door units are purchased and pre-assembled to
contractor specifications using a variety of moldings. The door, truss and
window product lines are particularly attractive since they generally bring
higher margins, have less price volatility, and are not offered by many building
materials centers or home center retailers. The Company believes that its
ability to provide pre-hung doors, roof trusses and pre-assembled windows in a
number of locations is a competitive advantage when soliciting business from
contractors. Inventories of door units, roof trusses and pre-assembled windows
are predominantly work-in-process, as these units are usually built-to-order.

The Company's customers generally order products, including pre-hung doors,
roof trusses, and pre-assembled windows on an as-needed basis. Therefore,
virtually all product shipments in a given fiscal quarter result from orders
received in that quarter. Consequently, order backlog represents only a very
small percentage of the product sales anticipated by the Company in a given
fiscal quarter and is not indicative of the Company's actual sales for any
future fiscal period.

As a distributor of building materials and products, the Company regularly
monitors innovations in product design to meet its customers' needs. The Company
test markets products that substitute for dimensional lumber and has for a
number of years distributed alternative products such as engineered wood
products and steel studs, and has provided its builder customers information and
instruction on the use of such products.

Sales and Marketing

Each of BMHC's divisions and 55 building materials centers tailors its
product and service mix to the local market and operates as a separate profit
center. The Company reaches its professional contractor customers, mainly
through field sales representatives, advertisements in trade journals and
local promotional events. The Company's customers include a broad base of
professional contractors and project-oriented consumers (including
professional repair and remodel contractors hired by them). No single
customer accounted for more than 1% of net sales in 1997.

                                       6

<PAGE>

Professional Contractor Market

The professional contractor market is comprised of three major customer
segments: two segments are the new housing contractors, and commercial and
industrial contractors. In 1997, the Company's sales to these professional
contractors accounted for approximately 78% of net sales (this total includes
70% to new residential contractors and 8% to commercial and industrial
contractors). Professional contractors accounted for approximately 75% to 78% of
the Company's net sales in each of the last three years. A significant amount of
this business consisted of sales of complete house packages, including framing
lumber, panel products, pre-hung doors and trim packages, roof trusses,
pre-assembled windows and other products required to construct or improve a
home.

BMHC provides a wide range of customer services to contractors to meet their
needs for credit, delivery and expert assistance. While pricing is an important
purchasing criterion for these customers, the Company believes that other
factors such as coordinated, on-time deliveries, quality and availability of
products, relationships with salespeople, credit availability and technical
support are equally important. The Company believes that its skills in these
areas are important competitive advantages.

The Company's principal channel for reaching the professional contractor
market is a sales force of approximately 250 field sales representatives
supported by approximately 235 facility-based salespeople. Field sales
representatives actively solicit business and work with the facility-based
managers to develop bids for contractor projects. The Company provides sales
training for all sales representatives, and sales management training for all
sales managers and center managers. Sales representatives are compensated
through a combination of salary and commission based on individual sales volume
and gross margin.

BMC West's center managers ensure that building materials are delivered
according to contractor specifications and schedules. Technical personnel
involved in purchasing, dispatching, invoicing and credit, support both field
sales force and center managers to enhance customer satisfaction.

Repair and Remodel Market

The third major customer segment is the repair and remodel market which
consists generally of project-oriented consumers (including professional repair
and remodel contractors hired by them). In 1997, the Company's sales to these
customers accounted for approximately 21% of net sales and for approximately 21%
to 24% of net sales in each of the last three years. The Company's sales to this
market generally carry higher margins than sales to the professional contractor
market and also carry higher costs. The volume of sales to this market varies
depending on location, with the Company actively pursuing repair and remodel
business in smaller markets.

Credit

Overall credit policy for sales to contractors is established by corporate
management, but each center has responsibility for overseeing local accounts.
The individual center managers and their staff are trained to have a thorough
understanding of state lien laws, which provide security for the

                                       7

<PAGE>


Company's accounts receivable. The Company's credit policies, together with
daily computer monitoring of customer balances, have resulted in average bad
debt expense of approximately 0.15% of net sales during the last five years,
with no single year exceeding 0.20%. The Company believes that its bad debt
expense levels are among the lowest in the industry. Approximately 89% of the
Company's sales in 1997 were made to customers to whom the Company had
extended credit for such sales.

Management Information Systems

BMHC's financial information, operational data, and other related
statistical information are processed and maintained at BMC West's headquarters
on a network of server computers and work stations. The Company's financial
reporting and relational database system was designed and customized for BMHC by
Oracle Corporation. The flexible nature of the Company's installed network
allows for the accumulation, processing and distribution of information using
industry standard computing resources and programs. The point-of-sale
information systems used by the Company operate on IBM RS6000 computers located
at each center, and are connected to the computers at headquarters via a high
speed frame relay network. These on-line systems provide real-time pricing,
inventory availability and margin analysis. This allows each center's sales
staff to offer a high level of customer service, while giving management the
ability to access and use timely information to improve operations. Management
believes that these systems also have enabled the Company to enhance profit
margins, improve inventory turnover through identification and elimination of
low-turnover items, accelerate analysis of sales trends, and better monitor
accounts receivable, employee productivity, customer credit limits and lien
protections.

Purchasing

The Company purchases merchandise from a large number of manufacturers and
suppliers. In 1997, the Company's largest supplier accounted for approximately
7% of the Company's total purchases. The Company does not believe that the loss
of any single supplier would have a material adverse effect on the Company.

The Company purchases its inventory on a centralized basis either at the
division or corporate level in order to capitalize on economies of scale,
although a limited amount of purchasing and all ordering is controlled at
individual centers in order to respond to local needs. Purchasing is controlled
at the location level in order to maintain local product needs and inventory
turns. Although the Company seeks to time its purchases to take advantage of
price movements, BMHC has a policy not to speculate in the commodity wood
products market.

Approximately 47% of the Company's 1997 sales were attributable to commodity
wood products. Prices of commodity wood products are subject to significant
volatility and directly affect the Company's sales. During 1997, the prices
of commodity wood products purchased and sold by the Company were on average
4.1% lower than in 1996 (the Company's total price deflator for 1997 was
about 2%). The Company has established purchasing and pricing procedures to
reduce exposure to inventory write-downs. The Company's commodity buyers
monitor inventory and sales levels in each location on a regular basis. With
this supply and demand information, buyers

                                      8
<PAGE>



generally can avoid overstocking commodity wood products. As a result, the
Company turns its commodity product inventory approximately 12 times per
year. Such rapid inventory turnover limits the Company's potential exposure
to inventory loss from commodity price fluctuations. In addition, the
Company's real-time computer network allows the Company to adjust sales
prices as purchase prices of commodity products change.

In July 1996, the Company entered into a merchandise supply agreement with
TruServe for hardline products. Under the Agreement, BMC West terminated
existing affiliations with other distributors.

Competition

BMHC operates in a highly competitive environment. Due to the nature of the
industry, BMHC's competitive environment varies by location and by market
segment.

Within the professional contractor market, the Company competes primarily
with privately owned, single-site enterprises and local and regional building
materials chains. Professional contractors generally select building
materials centers on the basis of availability of knowledgeable personnel,
on-time delivery, reliable inventory levels, availability of credit and
competitive pricing. BMHC believes it competes favorably on each of these
bases. The Company's relatively large size also permits it to attract
experienced and professional sales and service personnel and provides BMHC
the resources to offer Company-wide product and service training programs. By
working closely with its contractor customers and utilizing the Company's
real-time management information system, BMHC's centers maintain appropriate
inventory levels and are well positioned to deliver completed orders on time
to individual job sites. Large home center retailers can prompt other local
suppliers to more aggressively pursue professional contractor business.

Within the repair and remodel market, BMHC competes primarily with local
lumberyards and hardware stores and, in certain of its markets, with larger home
center chains such as Home Depot, HomeBase and Lowe's. The Company believes that
it meets the needs of project-oriented consumers and repair and remodel
contractors more effectively than such competitors by (i) providing primarily
higher quality products within each category, (ii) offering consumers and
contractors access to knowledgeable staff and (iii) developing contractor
referral programs to address the requirements of consumers on larger projects.

Employees

The success of BMHC is highly dependent on the quality of its personnel at
all levels of the Company. The Company is facing increased competition in
attracting and retaining qualified employees. As a result, the Company maintains
well rounded and competitive compensation and fringe benefit programs to
attract, motivate and retain top performing individuals. In addition, the
Company provides extensive product knowledge, customer service, supervisory and
managerial training programs to assure employee and customer satisfaction.

                                       9
<PAGE>

At December 31, 1997, BMHC employed approximately 3,500 persons, of which
approximately 260 were represented by unions. The Company has not experienced
any strikes or other work interruptions and has maintained generally favorable
relations with its employees. The following table shows the approximate
breakdown by job function of the Company's employees:

<TABLE>
<S>                                                                                            <C>
Officers, corporate and unit management, and corporate and unit administrative.........         23%
Field sales force (Outside/Inside Sales)...............................................         20%
Retail operations (Cashiers/Receiving/Sales Support)...................................          7%
Delivery (Truck Drivers, Load Builders, Yard)..........................................         33%
Manufacturing (Truss, Door and Window).................................................         17%
</TABLE>



Executive Officers as of December 31, 1997

<TABLE>
<CAPTION>
                                                                                        Date First
                                                                                        Elected as
Name                              Age         Position or Office                        An Officer
--------------------------------  ---  -----------------------------------------------  -----------
<S>                               <C>  <C>                                              <C>

George E. McCown                  62   Chairman of the Board of Directors                     1987

Robert E. Mellor                  54   President, Chief Executive Officer and Director        1997

Donald S. Hendrickson             67   President, Chief Executive Officer of BMC West
                                       and Director of BMHC                                   1987

Robert L. Becci                   57   Vice President and Controller                          1990

Richard F. Blackwood              60   Senior Vice President                                  1987

Leroy D. Custer                   53   Vice President of Marketing and Purchasing of
                                       BMC West                                               1990

Ellis C. Goebel                   56   Senior Vice President- Finance and Treasurer           1987

Steven H. Pearson                 50   Vice President of Human Resources                      1987
</TABLE>

                                       10
<PAGE>

Mr. McCown is Chairman of the Board of Directors of the Company and has been
a director since 1987. He was cofounder and has been a Managing General Partner
of MDC Management Company, the general partner of McCown De Leeuw & Co., since
1984, and was instrumental in financing and executing the leveraged buy-out of
the Company in 1987. Mr. McCown currently serves as a director of three publicly
held companies, Nimbus CD International, Inc., Specialty Paperboard, Inc., and
Vans, Inc. Mr. McCown also serves as a director of several privately held
companies.

Mr. Mellor serves as the President and Chief Executive Officer of BMHC. Mr.
Mellor was previously Of Counsel with the law firm of Gibson, Dunn & Crutcher
LLP from 1990 through February 15, 1997. He previously served as the Executive
Vice President and Chief Administrative Officer, and as a director of Di Giorgio
Corporation from 1987 to 1990. He joined Di Giorgio Corporation in 1976.

Mr. Hendrickson has served as President, Chief Executive Officer, and a
director of BMC West since its inception in November 1987. Mr. Hendrickson
retired from his role as President and CEO of BMC West on March 1, 1998. Mr.
Hendrickson will continue to serve as a director. Mr. Hendrickson currently
serves as Director-at-Large for Western Building Materials Association.

Mr. Becci has served as the Company's Controller since its inception in 1987
and was elected Vice President in 1990.

Mr. Blackwood is currently Senior Vice President and has served as Vice
President of Operations of the Company since 1987.

Mr. Custer has served as Marketing Manager of the Company since 1988 and was
elected Vice President of Marketing and Purchasing in 1990.

Mr. Goebel was promoted to Senior Vice President, Finance & Treasurer of
Building Materials Holding Corporation in August 1997. He served as Vice
President and Treasurer of the Company since its inception in November 1987.

Mr. Pearson has served as Vice President of Human Resources of the Company
since its inception in November 1987.

                                       11
<PAGE>

Item 2. Properties

BMHC's headquarters is in San Francisco, California and BMC West's
headquarters is in Boise, Idaho. In addition to administrative buildings, the
Company has four primary types of facilities: building materials supply centers,
pre-hung door plants, truss plants, and pre-assembled window distribution
facilities. The Company believes that its facilities are well maintained and
generally are adequate for the Company's needs for the foreseeable future. All
of the Company's material assets, including land and facilities, are owned or
leased by the Company.

<TABLE>
<CAPTION>
                                         State and                                 Date           Owned         Leased
                                           City                                  Acquired        Acreage        Acreage
              ---------------------------------------------------------------  -------------  -------------  -------------
<S>           <C>                                                              <C>            <C>            <C>

 ARIZONA--1
               Phoenix........................................................         1994            --        12.7
 CALIFORNIA--4
               Atwater........................................................         1990            --         2.4
               Fresno.........................................................         1989           13.1         --
               Merced.........................................................         1987            2.9        1.0
               Modesto........................................................         1989           14.0         --
               San Francisco
                Headquarters..................................................         1997            --          --
 COLORADO -12
               Aspen..........................................................         1987            4.1         --
               Boulder........................................................         1990           10.0         --
               Colorado Springs...............................................         1994            3.3         --
               Denver Door....................................................         1990            --         1.6
               Denver.........................................................         1994            8.7         --
               Evergreen......................................................         1990            3.7         --
               Fort Collins...................................................         1990            4.6         .5
               Fort Lupton*...................................................         1994           10.5         --
               Grand Junction.................................................         1994            3.5         .5
               Glenwood Springs...............................................         1990            2.0         --
               Greeley........................................................         1994           11.0         --
               Pueblo.........................................................         1994           10.7         --
               Steamboat Springs..............................................         1987            1.4        2.8
 IDAHO--7
               Boise..........................................................         1987           23.9         --
               Boise (office).................................................         1988            --          --
               Emmett.........................................................         1987            2.6         --
               Idaho Falls....................................................         1987           11.5        1.0
</TABLE>
                                        12
<PAGE>
<TABLE>
<CAPTION>
                                         State and                                 Date           Owned         Leased
                                           City                                  Acquired        Acreage        Acreage
              ---------------------------------------------------------------  -------------  -------------  -------------
<S>           <C>                                                              <C>            <C>            <C>

IDAHO
              Lewiston.......................................................         1990            3.8         --
              Meridian*......................................................         1987            --         3.8
              Pocatello......................................................         1987            4.6         --
              Rexburg........................................................         1987            1.9         --
              Twin Falls.....................................................         1993            0.5         --
MONTANA--1
              Great Falls....................................................         1993            9.0         --
NEVADA--3
              Carson City....................................................         1992            7.6         --
              Gardnerville...................................................         1992            4.4         --
              Sparks.........................................................         1997            --        11.0
OREGON--2
              Beaverton......................................................         1987            5.6         --
              Wilsonville....................................................         1997            --         3.1
TEXAS--13
              Abilene........................................................         1995           16.8         --
              Coppell........................................................         1997            9.4         --
              El Paso........................................................         1991            7.0         --
              Fredericksburg.................................................         1993            4.0         --
              Houston........................................................         1997            7.1         --
              Hurst..........................................................         1994            5.3        2.3
              Killeen........................................................         1994            3.6        0.3
              Marble Falls...................................................         1993            5.2         --
              New Braunfels..................................................         1995           23.6        5.2
              North Austin...................................................         1995           18.3        3.9
              Shiner.........................................................         1993            1.2        0.4
              South Austin...................................................         1995            6.5         --
              Temple.........................................................         1993           11.3         --
UTAH--5
              Ogden..........................................................         1987            0.5        1.2
              Orem...........................................................         1987            9.9        6.0
              Salt Lake......................................................         1990           16.8         --
              Tooele.........................................................         1987            1.5        0.7
              West Haven.....................................................         1996            6.0         --


</TABLE>

                                       13
<PAGE>
<TABLE>
<CAPTION>
                                         State and                                 Date           Owned         Leased
                                           City                                  Acquired        Acreage        Acreage
              ---------------------------------------------------------------  -------------  -------------  -------------
<S>           <C>                                                              <C>            <C>            <C>
WASHINGTON--7
              Issaquah.......................................................         1994           16.4         --
              Kent...........................................................         1994            4.5         --
              Everett........................................................         1994           28.1         --
              Bothell........................................................         1997            --         2.8
              Spokane........................................................         1990            5.0         --
              Tacoma.........................................................         1987            8.9         --
              Vancouver......................................................         1994            --         5.4
WYOMING
              Jackson*.......................................................         1996            --         1.0
</TABLE>

*   These locations are satellites of existing locations.

BMHC AND BMC ARE TRADENAMES OF THE COMPANY.  Other brand names or trademarks
appearing in this Form 10-K are the property of their respective holders.

Item 3. Legal Proceedings

The Company is involved in litigation and the other legal maters arising in
the normal course of business. In the opinion of management, the Company's
recovery or liability, if any, under any of these matters will not have a
material effect on the Company's financial position, liquidity or results of
operations.

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

None.

                                      14

<PAGE>
                                    PART II

Item 5. Market for Registrant's Common STock and Related Stockholder Matters

The Common Stock of BMC West was traded on the Nasdaq National Market under
the symbol "BMCW" since the Company's initial public stock offering in August
1991. In September 1997, the Common Stock started trading under the symbol
"BMHC". The following table sets forth the range of high and low closing sales
prices on the Nasdaq National Market for the Common Stock for the periods
indicated. Such quotations represent inter-dealer prices without retail markup,
markdown or commission and may not necessarily represent actual transactions.


<TABLE>
<CAPTION>
                                                         Common Stock Prices:
                                                        ----------------------
Fiscal 1997                                                High        Low
------------------------------------------------------  ----------  ---------
<S>                                                     <C>         <C>

Quarter ended March 31, 1997..........................  $  14 5/16  $  11 1/2

Quarter ended June 30, 1997...........................      13 7/8     10 3/4

Quarter ended September 30, 1997......................      13 1/4    11 1/16

Quarter ended December 31, 1997.......................      13 1/2     10 1/4
</TABLE>

<TABLE>
<CAPTION>

Fiscal 1996                                                 High        Low
------------------------------------------------------    ---------  ---------
<S>                                                       <C>        <C>

Quarter ended March 31, 1996..........................    $  16 1/4  $      13

Quarter ended June 30, 1996...........................       20 1/4     15 1/4

Quarter ended September 30, 1996......................       17 1/8     12 3/4

Quarter ended December 31, 1996.......................       13 7/8     11 7/8
</TABLE>

The Company has not paid any dividends on its Common Stock and the Board of
Directors presently intends to continue this policy in order to retain earnings
for use in its business. The amount of dividend payments is restricted by the
Company's loan agreements. At March 16, 1998, BMHC's Common Stock was held by
approximately 5,909 shareholders of record or through nominee or street name
accounts with brokers (206 registered holders). The last sales price for BMHC's
Common Stock, as reported by Nasdaq on March 16, 1998, was $12.875.

                                       15

<PAGE>

Item 6. Selected Financial Data

The following table sets forth selected consolidated financial data of the
Company for the years indicated. It is derived from the Company's audited
consolidated financial statements, and should be read in conjunction with the
disclosures in Item 7 "Management's Discussion and Analysis of Financial
Condition and Results of Operations" below and the consolidated financial
statements and notes thereto presented on pages 9 through 22 of the Company's
1997 Annual Report. (in thousands, except per share and share figures.)

<TABLE>
<CAPTION>
                                                     1997          1996         1995        1994        1993
                                                 ------------  ------------  ----------  ----------  ----------
<S>                                              <C>           <C>           <C>         <C>         <C>

Net sales......................................  $    728,065  $    718,024  $  630,201  $  547,109  $  399,597
Cost of sales..................................       559,655       559,408     492,028     427,951     315,693
                                                 ------------  ------------  ----------  ----------  ----------
Gross profit...................................       168,410       158,616     138,173     119,158      83,904
Selling, general and administrative expense....       145,935       131,462     116,353      91,203      65,619
Other income...................................         1,882         1,268       1,601       1,529         948
                                                 ------------  ------------  ----------  ----------  ----------
Income from operations.........................        24,357        28,422      23,421      29,484      19,233
Interest expense...............................         8,666        10,496      10,746       6,486       4,554
                                                 ------------  ------------  ----------  ----------  ----------
Income before income taxes
 and extraordinary item........................        15,691        17,926      12,675      22,998      14,679
Income taxes...................................         6,198         6,935       4,910       8,739       5,888
                                                ------------  ------------  ----------  ----------  ----------
Income before
  extraordinary item...........................         9,493        10,991       7,765      14,259       8,791
Extraordinary item, net of tax.................            --          (342)         --          --          --
                                                 ------------  ------------  ----------  ----------  ----------
Net income.....................................  $      9,493  $     10,649  $    7,765  $   14,259  $    8,791
                                                 ------------  ------------  ----------  ----------  ----------
                                                 ------------  ------------  ----------  ----------  ----------
Income per diluted common share before
  extraordinary item...........................  $       0.78  $       1.00  $     0.79  $     1.62  $     1.14
Extraordinary item.............................            --         (0.03)         --          --          --
                                                 ------------  ------------  ----------  ----------  ----------
Net income per diluted common share............  $       0.78  $       0.97  $     0.79  $     1.62  $     1.14
                                                 ------------  ------------  ----------  ----------  ----------
Weighted average number of common shares.......    12,136,879    10,998,135   9,751,547   8,798,374   7,707,986
                                                 ------------  ------------  ----------  ----------  ----------
                                                 ------------  ------------  ----------  ----------  ----------
</TABLE>
                                        16

<PAGE>

<TABLE>
<CAPTION>

BALANCE SHEET DATA:
At Year End                                                1997        1996        1995        1994      1993
-------------------------------------------------------  ----------  ----------  ----------  ---------  ---------
<S>                                                      <C>         <C>         <C>         <C>        <C>
Working capital........................................  $  118,612  $  110,467  $  100,196  $  76,201  $  60,321
Total assets...........................................     340,373     288,369     264,970    222,450    142,297
Long-term debt, net of current maturities and
  redeemable preferred stock...........................     113,410      90,203     123,080     79,336     57,168
Shareholders' equity...................................     160,951     145,088      95,927     87,002     49,510
</TABLE>

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 is presented under the caption "Financial Review" in the Company's
1997 Annual Report ("Annual Report"). The information under this caption is
incorporated herein by this reference.

To facilitate industry comparisons, the Company elected in 1994 to change
its fiscal year-end from December 28 to December 31. This change did not have a
material impact on the comparability of the Company's results of operations or
cash flows for any of the periods presented.

Item 8. Financial Statements and Supplementary Data

The Company's consolidated financial statements and related notes, together
with the report of the independent public accountants, are presented on pages 13
through 23 of the Company's Annual Report and are incorporated herein by this
reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure

None.
                                       17
<PAGE>

                                    PART III

Item 10. Directors and Executive Officers of the Registrant Directors

The nominees for directors of the Company are presented on pages 3 through 4
of the Company's definitive Proxy Statement ("Proxy Statement"). This
information is incorporated herein by this reference.

The information required by this Item concerning the Company's executive
officers is set forth in Part I, Section Titled "Executive Officers", of this
report and is incorporated herein by this reference.

The information required by this Item concerning compliance with Section
16(a) of the Exchange Act is presented under the caption entitled "Certain
Relationships and Other Transactions" of the Proxy Statement.

Item 11. Executive Compensation

Information required by this Item concerning compensation of the Company's
executive officers for the year ended December 31, 1997, is presented under the
captions entitled "Executive Compensation and Other Information" of the Proxy
Statement. This information is incorporated herein by this reference.

Item 12. Security Ownership of Certain BeneficiaL Owners and Management

Information required by this Item concerning the security ownership of
certain beneficial owners, directors and executive officers, as of December 31,
1997, is set forth under the caption "Security Ownership of Certain Beneficial
Owners" of the Proxy Statement and is incorporated herein by this reference.

Item 13. Certain Relationships and Related Transactions

Information required by this Item concerning certain relationships and
related transactions during 1997 is set forth under the caption "Certain
Relationships and Other Transactions" of the Proxy Statement and is incorporated
herein by this reference.

                                       18

<PAGE>

                                    PART IV


Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)      The following documents are filed as part of this annual report on Form
         10-K for Building Materials Holding Corporation:

         (1) The Consolidated Financial Statements, the Notes to Consolidated
             Financial Statements, and the Report of Independent Public
             Accountants listed below are incorporated herein by this
             reference from pages 13 through 23 of the Annual Report.

         -   Consolidated Statements of Income for the years ended December
             31, 1997, 1996 and 1995.
         -   Consolidated Balance Sheets as of December 31, 1997 and December
             31, 1996.
         -   Consolidated Statements of Shareholders' Equity for the years
             ended December 31, 1997, 1996 and 1995.
         -   Consolidated Statements of Cash Flows for the years ended
             December 31, 1997, 1996 and 1995.
         -   Notes to Consolidated Financial Statements.
         -   Report of Independent Public Accountants.

                                                                       Page
                                                                       ----
         (2) Financial Statement Schedules

         -   Report of Independent Public  Accountants................. 21
         II  Valuation and Qualifying Accounts for the years ended
             December 31, 1997, 1996 and 1995.......................... 24

Schedules other than those listed are omitted because they are not applicable
or because the required information is shown in the financial statements or
notes.

         (3) Exhibits.
             A list of the exhibits required to be filed as part of
             this report is set forth in the Index to Exhibits, which
             immediately precedes such exhibits, and is incorporated herein
             by this reference.


                                       19

<PAGE>

(b)      Reports on Form 8-K

             On September 23, 1997, BMHC filed a Form 8-K12G3 with the
         Securities and Exchange Commission describing the merger of BMC West
         Corporation with Building Materials Holding Corporation to create a
         holding company structure.

             On September 24, 1997, BMHC's predecessor BMC West Corporation
         filed a Form 8-K with the Securities and Exchange Commission also
         related to the merger of BMC West Corporation with Building
         Materials Holding Corporation.

             On November 25, 1997, BMHC filed a Form 8-K with the Securities
         and Exchange Commission to report the acquisition of Lone Star
         Plywood & Door Corp.




                                       20


<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Shareholders of Building Materials Holding Corporation:

We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements included in Building Materials Holding
Corporation's annual report to shareholders incorporated by reference in this
Form 10-K, and have issued our report thereon dated February 3, 1998. Our audit
was made for the purpose of forming an opinion on those statements taken as a
whole. The schedule listed in Part IV, Item 14(a)(2) is the responsibility of
the Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
consolidated financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the basic consolidated financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.




                                             ARTHUR ANDERSEN LLP
Boise, Idaho
February 3, 1998


                                       21

<PAGE>

                                   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.


BUILDING MATERIALS HOLDING CORPORATION

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




Dated: March 17, 1998

KNOW ALL PERSONS BY THESE PRESENTS, that 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 true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place, and stead, in any and all capacities, to sign any and all amendments to
this Report, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming that
all said attorneys-in-fact and agents, or any of them or their or his
substitutes or substituted, may lawfully do or cause to be done by virtue
hereof. This Form 10-K may be executed in multiple counterparts, each of which
shall be an original, but which shall together constitute but one agreement.


                                       22

<PAGE>

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 and on the dates indicated.

<TABLE>
<S>                                               <C>
(i) Principal Executive Officer:                  (iv) Directors:

/s/ Robert E. Mellor                              /s/ George E. McCown
---------------------                             -------------------------
Robert E. Mellor                                  George E. McCown
President, Chief Executive                        Chairman of the Board
Officer and Director                              of Directors
March 17, 1998                                    March 17, 1998


(ii) Principal Financial Officer:                 /s/ Robert E. Mellor
                                                  --------------------------
                                                  Robert E. Mellor
                                                  March 17, 1998

/s/ Ellis C. Goebel
----------------------                            /s/ Alec F. Beck
Ellis C. Goebel                                   --------------------------
Senior Vice President--Finance and Treasurer      Alec F. Beck
March 17, 1998                                    March 17, 1998

                                                  /s/ H. James Brown
(iii) Principal Accounting Officer:               --------------------------
                                                  H. James Brown
                                                  March 17, 1998
/s/ Robert L. Becci
------------------------                          /s/ Wilbur J. Fix
Robert L. Becci                                   --------------------------
Vice President and Controller                     Wilbur J. Fix
March 17, 1998                                    March 17, 1998

                                                  /s/ Robert V. Hansberger
                                                  ---------------------------
                                                  Robert V. Hansberger
                                                  March 17, 1998

                                                  /s/ Donald S. Hendrickson
                                                  ---------------------------
                                                  Donald S. Hendrickson
                                                  March 17, 1998

                                                  /s/ Guy O. Mabry
                                                  ---------------------------
                                                  Guy O. Mabry
                                                  March 17, 1998

                                                  /s/ Peter S. O'Neill
                                                  ---------------------------
                                                  Peter S. O'Neill
                                                  March 17, 1998
</TABLE>


                                       23

<PAGE>

                     BUILDING MATERIALS HOLDING CORPORATION

                 SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS

               FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 and 1995

<TABLE>
<CAPTION>
                     Column A                           Column B       Column C      Column D        Column E
----------------------------------------------------  -------------  -------------  --------------  -------------
                                                                      Additions
                                                       Balance at     Charged to
                                                       Beginning      Costs and                    Balance at
                    Description                         of Year       Expenses      Deductions     End of Year
----------------------------------------------------  -------------  -------------  --------------  -------------
<S>                                                   <C>            <C>            <C>             <C>
ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS
Year Ended
December 31, 1997...................................  $(1,231,000)   $(1,657,000)   $1,271,000(1)   $(1,617,000)
Year Ended
December 31, 1996...................................  $(1,426,000)   $(1,014,000)   $1,209,000(1)   $(1,231,000)
Year Ended
December 31, 1995...................................  $  (932,000)   $(1,008,000)   $  514,000(1)   $(1,426,000)
</TABLE>

(1) Represents write-offs, net of recoveries.

                                       24

<PAGE>

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of
our reports dated February 3, 1998, included and incorporated by reference in
Building Materials Holding Corporation's Form 10-K for the year ended December
31, 1997 and into Building Materials Holding Corporation's previously filed
Registration Statements File No. 33-52478 and 33-80952 on Form S-8, Registration
Statements File No. 33-52478-99 and 033-80952-99 on Form S-8A and Registration
Statement File No. 333-36387 on Form S-4.




                                                ARTHUR ANDERSEN LLP


Boise, Idaho
March 17, 1998




                                       25

<PAGE>

                     BUILDING MATERIALS HOLDING CORPORATION

                               INDEX TO EXHIBITS
                          Filed with the Annual Report
                              on Form 10-K for the
                          Year Ended December 31, 1997

<TABLE>
<CAPTION>
Exhibit       Exhibit
Footnote       Number                      Description                           Page
---------    ----------   ---------------------------------------------------    ----
<S>            <C>        <C>                                                     <C>

(g)            3.5        Amended Certificate of Incorporation, filed with
                          the office of the Secretary of State of the State
                          of Delaware on September 23, 1997.

(g)            3.6        By-laws of the Registrant.

(c)            4.2        Form of Note.

(c)            4.3        Form of Indenture dated as of November 19, 1992,
                          between the Company and First Interstate Bank of
                          Washington, N.A., as Trustee.

(g)            4.4        Agreement and Plan of Merger, dated September 23,
                          1997 by and among the Registrant, BMC West
                          Corporation and BMC West Merger Corporation.

(g)            4.7        Rights Agreement, dated September 19, 1997, by and
                          between the Registrant and American Stock Transfer
                          and Trust Company.

(a)           10.4*       1990 Bonus Plan of the Company

(a)           10.5*       Stock Option Plan (Senior Original Shareholders
                          Management Plan), effective January 1, 1991.

(a)           10.6*       Stock Option Plan (Field Management Plan),
                          effective January 1, 1991.

(b)           10.7        Form of indemnity agreement between the Company and
                          its officers and directors.

(d)           10.8        Severance Plan for Certain Key Executive Officers,
                          Senior Management and Key Employees of the Company
                          and its subsidiaries as adopted by the Board of
                          Directors of the Company on July 20, 1993.

</TABLE>
                                       26

<PAGE>

<TABLE>
<CAPTION>

Exhibit       Exhibit
Footnote       Number                      Description                          Page
---------    ----------   ---------------------------------------------------   ----
<S>            <C>        <C>                                                    <C>

(d)            10.9       Senior Management and Key Employee Severance
                          Agreements between the Company and Certain
                          Executive Officers dated July 20, 1993.

(d)            10.10      Note Purchase Agreement between Teachers Insurance
                          and Annuity Association of America and the Company
                          dated October 25, 1993.

(d)            10.11      Form of Note.

(e)            10.12      Modification letter dated March 1, 1995, to the
                          Note Purchase Agreement between Teachers Insurance
                          and Annuity Association of America and the Company
                          dated October 25, 1993.

(e)            10.13*     Supplemental Retirement Plan dated January 1, 1993.

(e)            10.14      Note Purchase Agreement between Teachers Insurance
                          and Annuity Association of America and the Company
                          dated March 1, 1995.

(e)            10.15      Note Purchase Agreement between Allstate Life
                          Insurance Company and the Company dated March 1,
                          1995.

(e)            10.16      Form of Notes under Note Purchase Agreement to
                          Allstate Life Insurance Company.

(e)            10.17      Form of Notes on Second Amended and Restated Credit
                          Agreement between Wells Fargo Bank, N.A., as Agent,
                          the Company, and Wells Fargo Bank, N.A., First
                          Interstate Bank of Oregon, N.A., and West One Bank,
                          Idaho, dated March 1, 1995.

(e)            10.18      Form of Note under Second Amended and Restated
                          Credit Agreement.

(f)            10.19*     Amended and Restated 1992 Non-Qualified Stock Plan.

(f)            10.20*     Amended and Restated 1993 Employee Stock Option
                          Plan.

(f)            10.21*     Amended and Restated 1993 Non-Employee Director
                          Stock Option Plan.

</TABLE>

                                       27

<PAGE>

<TABLE>
<CAPTION>

Exhibit       Exhibit
Footnote       Number                      Description                          Page
---------    ----------   ---------------------------------------------------   ----
<S>            <C>        <C>                                                    <C>
(g)            10.22      Agreement and Plan of Merger, dated September 23,
                          1997 by and among the Registrant, BMC West
                          Corporation and BMC West Merger Corporation.

(h)            10.23      Asset Purchase Agreement dated as of October 6,
                          1997, between BMC West Corporation and Lone Star
                          Plywood & Door Corp.

(h)            10.24      Side Letter Agreement dated as of October 10, 1997,
                          between counsel to BMC West Corporation and Lone
                          Star Plywood & Door Corp., regarding calculation to
                          adjustment to purchase price.

(h)            10.25      Amendment to Asset Purchase Agreement dated as of
                          November 11, 1997, between BMC West Corporation and
                          Lone Star Plywood & Door Corp.

(h)            10.26      Second Amendment to Asset Purchase Agreement dated
                          as of November 11, 1997, between BMC West
                          Corporation and Lone Star Plywood & Door Corp.

               11.1       Statement regarding computation of earnings per
                          share.

               13.1       Building Materials Holding Corporation's 1997
                          Annual Report. Such report, except to the extent
                          incorporated herein by reference, is being
                          furnished for the information of the Securities and
                          Exchange Commission only and is not to be deemed
                          filed as part of this Annual Report on Form 10-K.

               23.1       Independent Public Accountants Consent. Reference
                          is made to page 25.

               24.1       Power of Attorney. Reference is made to page 22.

               27.1       Financial Data Schedule Fiscal year end 1997.

               27.2       Financial Data Schedule Fiscal year end 1996 and
                          Qtrs 2, 3 of 1996--Restated for Basic Earnings per
                          share.

               27.3       Financial Data Schedule Qtr 3 of 1997-- Restated
                          for Basic Earnings per share.
</TABLE>

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<PAGE>


(a)  Filed as an exhibit to the Registration Statement on Form S-1 filed with
     the Commission on June 6, 1991 (Registration No. 33-41040) (the
     "Registration Statement") and incorporated herein by reference.

(b)  Filed as an exhibit to Amendment No. 2 to the Registration Statement,
     filed with the Commission on August 2, 1991 and incorporated herein by
     reference.

(c)  Filed as an exhibit to Amendment No.1 to the Registration Statement on
     Form S-1, filed with the Commission on October 20, 1992 (Registration
     No. 33-52432), and incorporated herein by reference.

(d)  Filed as an Exhibit to Company's Annual Report on Form 10-K for the
     fiscal year ended December 31, 1993, filed with the Commission on March
     28, 1994, and incorporated herin by reference.

(e)  Filed as an Exhibit to Company's Annual Report on Form 10-K for the
     fiscal year ended December 31, 1994, filed with the Commission on March
     30, 1995, and incorporated herein by reference.

(f)  Filed as an Exhibit to Company's Annual Report on Form 10-K for the
     fiscal year ended December 31, 1996, filed with the Commission on March
     28, 1997, and incorporated herein by reference.

(g)  Filed as an Exhibit to BMHC's Report on Form 8-K12G3, filed with the
     Commission on September 23, 1997 and incorporated herein by reference.

(h)  Filed as an Exhibit to BMHC's Report on Form 8-K, filed with the
     Commission on November 25, 1997 and incorporated herein by reference.

*    Component of executive compensation.

                                       29