Exhibit
      10.20.1

    


    NON-QUALIFIED
      OPTION AGREEMENT

    


    Pursuant
      to the 1992 Non-Qualified Stock Option Plan (the “Plan”) of BMC
      WEST CORPORATION
      (the
“Corporation”), effective January 1, 1992, the Corporation hereby grants to
MICHAEL
      MAHRE
      (“Participant”) an option to purchase all or any part of an aggregate of
2,500
      shares
      under the Common Stock of the Corporation (the “Option Shares”) under and
      subject to the terms and conditions of this Agreement and the Plan which is
      incorporated herein by reference and made a part hereof for all
      purposes.

    


    Participant
      and the Corporation agree as follows:

    


    1.    Definitions.

    


    The
      definitions and terms used in the Plan are incorporated herein by reference
      and
      shall have the same meaning and be given the same effect.

    


    2.    Term
      of Option

    


    2.1    Option
      Period. The
      option rights granted by this Option Agreement for each Option Share shall
      expire and be of no value and the right of purchase evidenced hereby shall
      cease
      upon the tenth (10th) anniversary of the date the Option Share shall vest under
      Section 3, unless terminated earlier pursuant to Section 2.2.

    


    2.2    Expiration
      of Option Period Upon Termination of Employment.
      The
      option rights granted by this Option Agreement shall expire ninety (90) days
      after Participant’s termination of employment with the Corporation for any
      reason, and no shares may thereafter be issued pursuant to this Option
      Agreement, except as set forth below:

    


    (a)    If
      Participant’s employment is terminated by reason of Participant’s death,
      Participant’s personal representative may exercise any option rights granted
      pursuant to this Option Agreement, to the extent vested, at any time within
      one
      (1) year after Participant’s death, but in any event not after the expiration of
      the Option Period prescribed in Section 2.1.

    


    (b)    If
      Participant’s employment is terminated by reason of Participant’s disability or
      retirement, Participant may exercise any option rights granted pursuant to
      this
      Option Agreement, to the extent vested, at any time within one (1) year after
      such termination, but in any event not after the expiration of the Option Period
      prescribed in Section 2.1.

    


    3.    Vesting
      of Option.

    


    The
      option rights granted by this Option shall be exercisable only as to vested
      Option Shares. Unless vested in accordance with the terms of Section 3.1 or
      terminated in accordance with the terms of Section 3.2, all of the Option Shares
      shall vest on January
      1, 2003.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3.1    Vesting
      of Options.
      The
      vesting of the Option Shares shall occur at a rate of twenty percent (20%)
      of
      the Option Shares under this grant on December 31 each year commencing on
      December 31, 1999.

    


    3.2    Termination
      of Vesting Upon Termination of Employment.
      If a
      Participant ceases to be employed by the Corporation, vesting shall terminate
      as
      of January 1 of the year in which employment is terminated. There shall be
      no
      fractional or prorated vesting.

    


    4.    Non-transferable.

    


    The
      option rights granted by this Option are not transferable or assignable
      otherwise than by will or by the laws of descent and distribution, and during
      the lifetime of Participant are exercisable only by Participant.

    


    5.    Exercise
      of Option.

    


    Before
      this Option expires, Participant may exercise his option rights hereunder as
      to
      all or any part of his vested Option Shares by delivering to the Corporation
      at
      its corporate headquarters, or such other location as the Corporation may
      designate from time to time, written notice of the intention to purchase Option
      Shares together with the sum of Ten dollars and 75/100 Dollars ($10.75) per
      Option Share to be purchased (the “Option Price”). (The options were granted
      effective April 15, 1999.)

    


    6.    Issuance
      of Option Shares.

    


    Upon
      receipt of the items and information specified in Section 5, the Corporation
      shall record in its stock register the name of Participant and issue shares
      of
      Common Stock accordingly; provided, however, the Corporation shall have no
      obligation to issue fractional shares; and provided further that stock
      certificates issued shall bear any restrictive legend required by any agreement
      among shareholders or pertinent law.

    


    7.    Conditions
      Applying to the Option and Option Shares.

    


    7.1    If
      the
      Corporation subsequently authorized or issues other classes of Common Stock
      during the term hereof, the Option Shares not yet purchased by Participant
      shall
      be the kind and amount of shares that Employee would have received had this
      Option been exercised in the same manner and to the same extent immediately
      prior to such event.

    


    7.2    The
      Option Shares shall be subject to adjustment from time to time as
      follows:

    


    a.    If,
      at
      any time before this Option is fully exercised or expires, the total number
      of
      shares of the Corporation’s Common Stock outstanding is increased by a stock
      dividend or subdivision or split-up of such outstanding shares, then,
      concurrently with the effectiveness of such subdivision or split-up, the number
      of Option Shares not yet purchased by Participant (calculated to the nearest
      whole share) shall be proportionately increased, and the purchase price per
      share shall be proportionately decreased.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    b.    If,
      at
      any time before this Option is fully exercised or expires, the total number
      of
      shares of the Corporation’s Common Stock outstanding is decreased by a
      combination or reverse stock split of such outstanding shares, then concurrently
      with the effectiveness of such combination, the number of Option Shares not
      yet
      purchased by Participant (calculated to the nearest whole share) shall be
      proportionately decreased, and the purchase price per share shall be
      proportionately increased.

    


    7.3    In
      the
      event of any capital reorganization or any reclassification of the Corporation’s
      common stock (other than a change in par value or as a result of a stock
      dividend or subdivision, split-up or combination of Shares), or the
      consolidation or merger of Corporation with or into another corporation, or
      the
      sale or other disposition of all or substantially all the properties and assets
      of the Corporation, then after such transaction Participant shall be entitled
      to
      receive upon the exercise of the option rights granted hereunder, in lieu of
      each share of Common Stock, the kind and amount of Shares of stock, other
      securities, money or property receivable upon the consummation of such
      transaction by the holder of one share of Common Stock of the Corporation
      issuable under this plan, as if the option had been exercised immediately prior
      to such transaction.

    


    8.    General

    


    Neither
      the grant of this Option nor the issuance of any shares pursuant to this Option
      shall be construed as modifying, affecting or evidencing any intention or
      understanding with respect to the terms of employment of Participant with the
      Corporation.

    


    IN
      WITNESS WHEREOF, the Corporation has caused this Option to be executed,
      effective this 23rd day of April, 1999.

    


    BUILDING
      MATERIALS

    HOLDING
      CORPORATION

     

    By__________________________

    Robert
      E.
      Mellor, President

    &
      Chief Executive Officer

     

    PARTICIPANT

     

    _____________________________

    Michael
      Mahre