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

                                F O R M  10-Q


(X)   Quarterly Report Pursuant to Section 13 or 15(d) of The Securities
      Exchange Act of 1934

For the Quarterly Period Ended September 30, 1999


( )   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 1-13662


                    BOISE CASCADE OFFICE PRODUCTS CORPORATION


State of Incorporation                      IRS Employer Identification No.
      Delaware                                         82-0477390


                            800 West Bryn Mawr Avenue
                              Itasca, Illinois 60143
                                 (630) 773 - 5000


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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
                                                     Shares Outstanding
         Class                                     as of October 31, 1999
Common Stock, $.01 par value                             65,800,212



                      PART I - FINANCIAL INFORMATION

Item 1.           Financial Statements

          BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES

                           STATEMENTS OF INCOME
             (expressed in thousands, except share information)
                                (unaudited)


                                   Three Months Ended September 30
                                       1999                1998
Net sales                          $  838,521          $  760,437
Cost of sales, including purchases
  from Boise Cascade Corporation
  of $76,072 and $71,731              630,516             571,978
                                   ___________         ___________
Gross profit                          208,005             188,459
                                   ___________         ___________

Selling and warehouse operating
  expense                             157,271             145,554
Corporate general and administrative
  expense, including amounts paid
  to Boise Cascade Corporation
  of $817 and $657                     12,690              11,985
Goodwill amortization                   3,709               3,162
                                   ___________         ___________
                                      173,670             160,701
                                   ___________         ___________
Income from operations                 34,335              27,758
                                   ___________         ___________
Interest expense                        5,932               6,553
Other income, net                         487                 422
                                   ___________         ___________
Income before income taxes             28,890              21,627
Income tax expense                     12,507               9,800
                                   ___________         ___________
Net income                         $   16,383          $   11,827


Earnings per share-basic           $      .25          $      .18

Average common shares
  outstanding-basic                65,800,212          65,785,573


Earnings per share-diluted         $      .25          $      .18

Average common shares
  outstanding-diluted              65,800,212          65,812,831



The accompanying notes are an integral part of these Financial Statements.

          BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES

                           STATEMENTS OF INCOME
             (expressed in thousands, except share information)
                               (unaudited)


                                    Nine Months Ended September 30
                                       1999               1998
Net sales                           $2,488,469         $2,253,108
Cost of sales, including purchases
  from Boise Cascade Corporation
  of $220,396 and $206,932           1,848,197          1,680,762
                                    ___________        ___________
Gross profit                           640,272            572,346
                                    ___________        ___________
Selling and warehouse operating
  expense                              484,814            431,163
Corporate general and administrative
  expense, including amounts paid
  to Boise Cascade Corporation
  of $2,458 and $1,944                  38,098             37,797
Goodwill amortization                   11,133              9,357
Other operating income                  (3,195)                 -
                                    ___________        ___________
                                       530,850            478,317
                                    ___________        ___________
Income from operations                 109,422             94,029
                                    ___________        ___________
Interest expense                        18,180             19,903
Other income, net                        1,286              1,301
                                    ___________        ___________
Income before income taxes              92,528             75,427
Income tax expense                      39,377             32,283
                                    ___________        ___________
Net income                          $   53,151         $   43,144


Earnings per share-basic            $      .81         $      .66

Average common shares
  outstanding-basic                 65,793,770         65,725,640


Earnings per share-diluted          $      .81         $      .66

Average common shares
  outstanding-diluted               65,800,780         65,792,665



The accompanying notes are an integral part of these Financial Statements.


          BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES

                                BALANCE SHEETS
                           (expressed in thousands)


                                             (unaudited)
                                            September 30         December 31
ASSETS                                    1999         1998          1998

Current
  Cash and cash equivalents           $   19,560   $   39,729    $   31,838
  Receivables, less allowances
    of $10,042, $8,730, and $9,539       447,720      396,045       394,013
  Inventories                            210,783      213,170       226,955
  Deferred income tax benefits            20,647       16,313        14,335
  Other                                   31,741       19,860        31,532
                                      ___________  ___________   ___________
                                         730,451      685,117       698,673
                                      ___________  ___________   ___________

Property
  Land                                    28,483       27,586        28,572
  Buildings and improvements             156,369      142,037       143,192
  Furniture and equipment                229,442      199,902       214,611
  Accumulated depreciation              (173,759)    (143,603)     (149,071)
                                      ___________  ___________   ___________
                                         240,535      225,922       237,304
                                      ___________  ___________   ___________
Goodwill, net of amortization
  of $48,241, $33,927, and $37,108       488,400      442,657       494,883
Other assets                              39,007       39,677        30,885
                                      ___________  ___________   ___________
Total assets                          $1,498,393   $1,393,373    $1,461,745




The accompanying notes are an integral part of these Financial Statements.

          BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES

                                BALANCE SHEETS
             (expressed in thousands, except share information)

                                            (unaudited)
                                           September 30          December 31
LIABILITIES AND SHAREHOLDERS' EQUITY      1999         1998          1998

Current
  Notes payable                       $   70,090   $   74,000    $   72,100
  Current portion of long-term debt        2,593        2,531         2,065
  Accounts payable
    Trade and other                      294,573      288,198       279,928
    Boise Cascade Corporation             38,256       28,387        29,297
                                      ___________  ___________   ___________
                                         332,829      316,585       309,225
                                      ___________  ___________   ___________
  Accrued liabilities
    Compensation and benefits             45,662       32,154        38,144
    Income taxes payable                       -            -           796
    Taxes, other than income              12,352       16,973         9,466
    Other                                 84,049       45,062        36,861
                                      ___________  ___________   ___________
                                         142,063       94,189        85,267
                                      ___________  ___________   ___________
                                         547,575      487,305       468,657
                                      ___________  ___________   ___________
Other
  Long-term debt, less current portion   310,774      317,480       354,224
  Other                                   28,371       33,225        75,950
                                      ___________  ___________   ___________
                                         339,145      350,705       430,174
                                      ___________  ___________   ___________
Shareholders' equity
  Common stock, $.01 par value,
    200,000,000 shares authorized;
    65,800,212, 65,758,524, and
    65,758,524 shares issued and
    outstanding at each period               658          658           658
  Additional paid-in capital             359,557      359,224       359,224
  Retained earnings                      261,631      198,558       208,480
  Accumulated other comprehensive
    income (loss)                        (10,173)      (3,077)       (5,448)
                                      ___________  ___________   ___________
    Total shareholders' equity           611,673      555,363       562,914
                                      ___________  ___________   ___________
Total liabilities and
  shareholders' equity                $1,498,393   $1,393,373    $1,461,745




The accompanying notes are an integral part of these Financial Statements.



          BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES

                           STATEMENTS OF CASH FLOWS
                           (expressed in thousands)
                                  (unaudited)

                                               Nine Months Ended September 30
                                                     1999          1998

Cash provided by (used for) operations
  Net income                                      $  53,151     $  43,144
  Items in income not using (providing) cash
    Depreciation and amortization                    45,148        37,106
    Deferred income taxes                            (4,020)       (3,392)
    Restructuring reserve                            (3,988)            -
  Receivables                                       (53,707)      (37,185)
  Inventories                                        19,869       (13,991)
  Accounts payable and accrued liabilities           34,331        53,824
  Current and deferred income taxes                  (5,408)       (6,808)
  Other, net                                          3,366         8,304
                                                  __________    __________
    Cash provided by operations                      88,742        81,002
                                                  __________    __________

Cash used for investment
  Expenditures for property and equipment           (33,429)      (47,710)
  Acquisitions                                       (7,619)       (4,042)
  Other, net                                        (14,970)      (28,479)
                                                  __________    __________
    Cash used for investment                        (56,018)      (80,231)
                                                  __________    __________

Cash provided by (used for) financing
  Additions to long-term debt                        47,569       159,645
  Payments of long-term debt                        (90,491)     (201,740)
  Notes payable                                     ( 2,010)       50,700
  Other, net                                            (70)        1,598
                                                  __________    __________
    Cash provided by (used for) financing           (45,002)       10,203
                                                  __________    __________

Increase (decrease) in cash and
  cash equivalents                                  (12,278)       10,974
Balance at beginning of the period                   31,838        28,755
                                                  __________    __________
Balance at September 30                           $  19,560     $  39,729



The accompanying notes are an integral part of these Financial Statements.



          BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES

                         NOTES TO FINANCIAL STATEMENTS
                                  (unaudited)

(1)  ORGANIZATION AND BASIS OF PRESENTATION.  Boise Cascade Office Products
     Corporation (together with its subsidiaries, "the Company" or "we"),
     headquartered in Itasca, Illinois, is one of the world's premier
     business-to-business distributors of products for the office.
     At September 30, 1999, Boise Cascade Corporation owned approximately
     81% of our outstanding common stock.

     The quarterly financial statements of the Company and its subsidiaries
     have not been audited by independent public accountants, but in the
     opinion of management, all adjustments necessary to present fairly the
     results for the periods have been included.  Except as may be disclosed
     in the notes to the Financial Statements, the adjustments made were of a
     normal, recurring nature.  Quarterly results are not necessarily
     indicative of results that may be expected for the year.  We have
     prepared the statements pursuant to the rules and regulations of the
     Securities and Exchange Commission.  Certain information and footnote
     disclosures normally included in financial statements prepared in
     accordance with generally accepted accounting principles have been
     condensed or omitted pursuant to such rules and regulations.  These
     quarterly financial statements should be read together with the
     statements and the accompanying notes included in our 1998 Annual
     Report.

(2)  NEW ACCOUNTING STANDARDS.  In June 1998, the Financial Accounting
     Standards Board issued Statement of Financial Accounting Standards
     No. 133, "Accounting for Derivative Instruments and Hedging Activities."
     This Statement establishes accounting and reporting standards requiring
     that every derivative instrument (including certain derivative
     instruments embedded in other contracts) be recorded in the balance sheet
     as either an asset or liability measured at its fair value.  In
     July 1999, the Financial Accounting Standards Board issued Statement of
     Financial Accounting Standards No. 137 that delayed the effective date of
     Statement 133 until fiscal years beginning after June 15, 2000.  We plan
     to adopt this Statement in the first quarter of 2001.  We are in the
     process of reviewing this Statement.  Adoption of this Statement is not
     expected to have a significant impact on our results of operations or
     financial position.

(3)  RESTRUCTURING RESERVE.  During the second quarter of 1999, we
     revised the amount of a restructuring reserve that we established
     in the fourth quarter of 1998 for our U.K. operations.  The
     restructuring program was less costly than originally anticipated.
     As a result, we recorded an increase to operating income of approximately
     $4.0 million ($2.7 million, net of tax benefit or $.04 per share-diluted)
     in the second quarter of 1999.  Of this amount, about $3.2 million was
     included in "Other operating income" and about $0.8 million was included
     in "Cost of sales" in the Statements of Income.

     The restructuring liability is included in "Accrued liabilities, other"
     in the Balance Sheets.  Changes in the reserve balance through
     September 30, 1999, were as follows:

                    Termination   Legal and
                    payments to  professional   Leasehold   Other   Inventory
                     employees       fees     terminations  costs   writedown
                                      (expressed in thousands)

   Beginning balance    $ 1,400     $  900      $ 3,400    $ 4,400   $ 1,000
   Charges against
     reserve               (200)         -            -     (3,600)        -
   Balance at           ________    _______     ________   ________  ________
     December 31, 1998  $ 1,200     $  900      $ 3,400    $   800   $ 1,000
   Charges against
     reserve               (600)      (200)        (400)      (300)     (200)
   Reserves credited
     to income             (500)      (600)      (1,600)      (500)     (800)
                        ________    _______     ________   ________  ________
   Balance at
     September 30, 1999 $   100     $  100      $ 1,400    $     -   $     -

     Reserves credited to income reflect lower legal and professional fees,
     a sublease on one of the facilities, a decision to retain a small
     printing portion of the business, and fewer terminations of employees.
     Termination payments to employees are the result of workforce reductions
     of about 90 warehouse and administrative support associates as
     of September 30, 1999.  We expect the restructuring to result in total
     workforce reductions of approximately 100 warehouse and administrative
     support associates.

(4)  EARNINGS PER SHARE.  Basic earnings per share for the three and nine
     months ended September 30, 1999 and 1998, were computed by dividing
     net income by the weighted average number of shares of common stock
     outstanding for the periods.  Diluted earnings per share for the
     three and nine months ended September 30, 1999 and 1998, include the
     weighted average impact of stock options assumed exercised using the
     treasury method.  Earnings per share is computed independently for
     each period.

                             For the three months         For the nine months
                              ended September 30          ended September 30
                              1999          1998          1999          1998

BASIC EARNINGS PER SHARE
Net income                 $   16,383   $   11,827     $   53,151   $   43,144

Shares of common stock:
  Weighted average
    shares outstanding     65,800,212   65,757,737     65,775,016   65,700,493
  Effect of contingent
    shares                          -       27,836         18,754       25,147
                           65,800,212   65,785,573     65,793,770   65,725,640

Basic earnings per share   $      .25   $      .18     $      .81   $      .66

DILUTED EARNINGS PER SHARE
Net income                 $   16,383   $   11,827     $   53,151   $   43,144

Shares of common stock:
  Weighted average
    shares outstanding     65,800,212   65,757,737     65,775,016   65,700,493
  Effect of options                 -       27,258          7,010       67,025
  Effect of contingent
    shares                          -       27,836         18,754       25,147
                           65,800,212   65,812,831     65,800,780   65,792,665

Diluted earnings per share $      .25   $      .18     $      .81   $      .66

(5)  COMPREHENSIVE INCOME (LOSS).  Comprehensive income (loss) for the
     periods include the following:
                                Three Months Ended      Nine Months Ended
                                   September 30            September 30
                                 1999       1998          1999       1998
                                       (expressed in thousands)

     Net income                $16,383    $11,827       $53,151    $43,144
     Other comprehensive
      income (loss)
       Cumulative foreign
        currency translation
        adjustment, net of
        income taxes             3,108      2,720        (4,725)     3,955
                               ________   ________      ________   ________
     Comprehensive income,
       net of income taxes     $19,491    $14,547       $48,426    $47,099

(6)  DEFERRED SOFTWARE COSTS.  We defer purchased and internally developed
     software and related installation costs for computer systems that are
     used in our business.  Deferral of costs begins when technological
     feasibility of the project has been established and it is determined
     that the software will benefit future years.  These costs are amortized
     on the straight-line method over the expected useful life of the product.
     If the useful life of the product is changed, the amortization period is
     adjusted.  "Other assets" in the Balance Sheets includes deferred
     software costs of $30.6 million, $24.9 million, and $26.9 million at
     September 30, 1999 and 1998, and December 31, 1998.

(7)  DEBT. On June 26, 1997, we entered into a $450 million revolving credit
     agreement with a group of banks that expires in June 2001 and
     provides for variable rates of interest based on customary indices.  The
     revolving credit agreement is available for acquisitions and general
     corporate purposes.  It contains financial and other covenants, including
     a negative pledge and covenants specifying a minimum fixed charge
     coverage ratio and a maximum leverage ratio.  At September 30, 1999,
     borrowings under the agreement totaled $155 million.  We may, subject
     to the covenants contained in the credit agreement and to market
     conditions, refinance existing debt or raise additional funds through the
     agreement and through other external debt or equity financings in the
     future.  In October 1998, we entered into an interest rate swap with a
     notional amount of $25 million that expires in 2000.  The swap results in
     an effective fixed interest rate of 5.0% with respect to $25 million of
     our revolving credit agreement borrowings.  We are exposed to credit-
     related gains or losses in the event of nonperformance by the
     counterparty to the swap; however, we do not expect the counterparty
     to fail to meet their obligations.

     We have $300 million of shelf capacity for debt securities registered
     with the Securities and Exchange Commission.  In May 1998, we issued
     $150 million of 7.05% Notes ("Notes") under this registration statement.
     The Notes are due May 15, 2005.  We have $150 million of borrowing
     capacity remaining under this registration statement.

     In addition to the amount outstanding under the revolving credit
     agreement and Notes, we had $70.1 million and $74.0 million of short-term
     notes payable at September 30, 1999 and 1998.  The maximum amount of
     short-term notes payable during the nine months ended September 30, 1999
     and 1998, was $111.9 million and $116.6 million.  The average amount of
     short-term notes payable during the nine months ended September 30, 1999
     and 1998, was $73.6 million and $64.7 million.  The weighted average
     interest rates for these borrowings were 5.5% and 5.9% for the periods.

     Cash payments for interest were $15.6 million and $16.5 million for the
     nine months ended September 30, 1999 and 1998.

(8)  TAXES.  The estimated annual tax provision rate for the first nine months
     of 1999 and 1998 was approximately 43%.

     For the nine months ended September 30, 1999 and 1998, we paid income
     taxes, net of refunds received, of $46.3 million and $39.9 million.

(9)  ACQUISITIONS. During the first nine months of 1999 we completed two
     acquisitions, and during the first nine months of 1998 we also completed
     two acquisitions, all of which were accounted for under the purchase
     method of accounting.  Accordingly, the purchase prices were allocated
     to the assets acquired and liabilities assumed based upon their estimated
     fair values.  The initial purchase price allocations may be adjusted
     within one year of the date of purchase for changes in estimates of the
     fair values of assets and liabilities.  Such adjustments are not expected
     to be significant to results of operations or the financial position of
     the Company.  The excess of the purchase price over the estimated fair
     value of the net assets acquired was recorded as goodwill and is
     generally being amortized over 40 years.  The results of operations of
     the acquired businesses are included in our operations subsequent to the
     dates of acquisition.

     In January 1999, we acquired the office supply business of Wallace
     Computer Services, based in Lisle, Illinois.  In September 1999, we
     acquired Supply West, based in Perth, Western Australia.  The
     transactions were completed for cash of $7.6 million and the recording
     of $2.6 million of acquisition liabilities.

     In January 1998, we acquired the direct marketing business of Fidelity
     Direct, based in Minneapolis, Minnesota.  In February 1998, we acquired
     the direct marketing business of Sistemas Kalamazoo, based in Spain.
     These transactions were completed for cash of $4.0 million, debt assumed
     of $0.2 million, and the recording of $3.8 million of acquisition
     liabilities.

     Unaudited pro forma results of operations reflecting the acquisitions
     would have been as follows.  If the 1999 acquisitions had occurred on
     January 1, 1999, there would have been no significant change in the
     results of operations for the first nine months of 1999.  If the 1999 and
     1998 acquisitions had occurred January 1, 1998, there would have been no
     significant change in the results of operations for the first nine months
     of 1998. This unaudited pro forma financial information does not
     necessarily represent the actual results of operations that would have
     occurred if the acquisitions had taken place on the dates assumed.

     In 1997, we acquired 100% of the shares of Jean-Paul Guisset S.A.
     ("JPG").  JPG is a direct marketer of office products in France.  The
     negotiated purchase price was approximately FF850.0 million
     (US$144.0 million) plus a price supplement payable in the year 2000,
     if certain earnings and sales growth targets are reached.
     The maximum amount of the price supplement is FF300.0 million.
     In 1998, we made a partial payment of the price supplement of
     FF27.0 million (US$4.4 million).  At September 30, 1999, we have a
     liability for the maximum remaining amount of the price supplement,
     FF273.0 million (US$43.5 million), which is included in "Other current
     liabilities" in the Balance Sheets.


Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

Three Months Ended September 30, 1999, Compared with Three Months Ended
September 30, 1998

Results of Operations

Net sales in the third quarter of 1999 increased 10% to $838.5 million,
compared with $760.4 million in the third quarter of 1998.  The growth in
sales resulted primarily from same-location sales growth.  Same-location sales
increased 7% in the third quarter of 1999, compared with sales in the third
quarter of 1998.  Excluding the negative impact of paper price changes and
foreign currency changes, same-location sales increased 8%.

Cost of sales, which includes the cost of merchandise sold, the cost to
deliver products to customers, and the occupancy costs of our facilities,
increased to $630.5 million in the third quarter of 1999, which was 75.2% of
net sales.  This compares with $572.0 million reported in the same period of
the prior year, which represented 75.2% of net sales.  Gross profit as a
percentage of net sales was 24.8% for both the third quarters of 1999 and 1998
but decreased from 26.5% of net sales in the second quarter of 1999.  The
decrease in gross profit from the second quarter of 1999 was primarily due to
rising paper prices.  Paper prices have been rising during 1999.  We are
passing these price increases along to our customers, but with a lag, which
negatively affected our gross margins in the quarter.

Operating expense was 20.7% of net sales in the third quarter of 1999,
compared with 21.1% in the third quarter of 1998.  Within the operating
expense category, selling and warehouse operating expense was 18.8% of net
sales in the third quarter of 1999, compared with 19.1% in the third quarter
of 1998.  This decrease resulted, in part, from lower operating costs in
Canada as we resolved the warehouse integration issues in our new distribution
center.  Corporate general and administrative expense was 1.5% of net sales in
the third quarter of 1999, compared with 1.6% in 1998.  Goodwill amortization
increased to $3.7 million in the third quarter of 1999, compared with $3.2
million in the third quarter of 1998.  The increase in goodwill amortization
was the result of additional goodwill arising from our acquisitions.

Income from operations in the third quarter of 1999 increased to $34.3
million, or 4.1% of net sales, compared to our third quarter 1998 operating
income of $27.8 million, or 3.7% of net sales.  Compared to third quarter
1998, our third quarter 1999 operating income includes an improvement of
approximately $1.2 million in our European operations affected by our
restructuring efforts.  This improvement is primarily non-cash and mainly
represents the 1998 losses incurred in our joint venture with Otto Versand.

Interest expense was $5.9 million in the third quarter of 1999, compared with
$6.6 million in the third quarter of 1998.  The decrease in interest expense
is due to lower debt balances compared with the prior period.

Net income in the third quarter of 1999 was $16.4 million, or 2.0% of net
sales, compared with $11.8 million, or 1.6% of net sales in the same period of
the prior year.


Nine Months Ended September 30, 1999, Compared with Nine Months Ended
September 30, 1998

Net sales for the nine months ended September 30, 1999, increased 10% to $2.5
billion, compared with $2.3 billion a year ago.  The increase was due
primarily to same-location sales growth.  Same-location sales increased 7%
year to year.  Excluding the negative impact of paper price changes and
foreign currency changes, same-location sales grew 9%.

Cost of sales, which includes the cost of merchandise sold, the cost to
deliver products to customers, and the occupancy costs of our facilities,
increased to $1.8 billion for the nine months ended September 30, 1999, which
was 74.3% of net sales.  This compares with $1.7 billion reported in the same
period of the prior year, which represented 74.6% of net sales.  Gross profit
as a percentage of net sales was 25.7% and 25.4% for the first nine months of
1999 and 1998.  The increase was due to higher gross margins in many of our
businesses, with particular strength in our domestic operations.  Our higher
margins were primarily the result of lower procurement costs.

Operating expense was 21.3% of net sales for the first nine months of 1999,
compared with 21.2% in the same period of the prior year.  Excluding the
impact of nonroutine items associated with restructuring, operating expense
for the first nine months of 1999 was 21.5% (see "Restructuring Reserve"
section for detailed information).  Within the operating expense category,
selling and warehouse operating expense was 19.5% of net sales for the first
nine months of 1999, compared with 19.1% in 1998.  The increase is due, in
part, to increased investment in our growth initiatives and a modest employee-
wide bonus program implemented during the last half of 1998.  Corporate
general and administrative expense was 1.5% of net sales for the first nine
months of 1999, compared with 1.7% in 1998.  Goodwill amortization increased
to $11.1 million for the first nine months of 1999, compared with $9.4 million
in 1998.  The increase in goodwill amortization was the result of additional
goodwill arising from our acquisitions.

Excluding the impact of nonroutine items, income from operations for the first
nine months of 1999 was $105.4 million, or 4.2% of net sales, compared with
1998 operating income of $94.0 million, or 4.2% of net sales.  Compared to the
first nine months of 1998, our operating income for the first nine months of
1999 includes an improvement of approximately $3.1 million in our European
operations affected by our restructuring efforts.  This improvement is
primarily non-cash and mainly represents the 1998 losses incurred in our joint
venture with Otto Versand.

Interest expense was $18.2 million for the first nine months of 1999, compared
with $19.9 million in 1998.  The decrease in interest expense is due to lower
debt balances compared with the prior period.

Excluding nonroutine items associated with restructuring, net income for the
first nine months of 1999 was $49.2 million, or 2.0% of net sales, compared
with $43.1 million, or 1.9% of net sales, in the same period of the prior
year.


Restructuring Reserve

During the second quarter of 1999, we revised the amount of a restructuring
reserve that we established in the fourth quarter of 1998 for our U.K.
operations.  The restructuring program was less costly than originally
anticipated.  As a result, we recorded an increase to operating income of
approximately $4.0 million ($2.7 million, net of tax benefit or $.04 per
share-diluted) in the second quarter of 1999.  Of this amount, about $3.2
million was included in "Other operating income" and about $0.8 million was
included in "Cost of sales" in the Statements of Income.

The restructuring liability is included in "Accrued liabilities, other" in the
Balance Sheets.  Changes in the reserve balance through September 30, 1999,
were as follows:

                    Termination   Legal and
                    payments to  professional   Leasehold   Other   Inventory
                     employees       fees     terminations  costs   writedown
                                      (expressed in thousands)

   Beginning balance    $ 1,400     $  900      $ 3,400    $ 4,400   $ 1,000
   Charges against
     reserve               (200)         -            -     (3,600)        -
   Balance at           ________    _______     ________   ________  ________
     December 31, 1998  $ 1,200     $  900      $ 3,400    $   800   $ 1,000
   Charges against
     reserve               (600)      (200)        (400)      (300)     (200)
   Reserves credited
     to income             (500)      (600)      (1,600)      (500)     (800)
                        ________    _______     ________   ________  ________
   Balance at
     September 30, 1999 $   100     $  100      $ 1,400    $     -   $     -

Reserves credited to income reflect lower legal and professional fees, a
sublease on one of the facilities, a decision to retain a small printing
portion of the business, and fewer terminations of employees.  Termination
payments to employees are the result of workforce reductions of about 90
warehouse and administrative support associates as of September 30, 1999.  We
expect the restructuring to result in total workforce reductions of
approximately 100 warehouse and administrative support associates.


Liquidity and Capital Resources

Our principal requirements for cash have been to make acquisitions, fund
technology development and working capital needs, expand our facilities at
existing locations, and open new distribution centers.  The execution of our
strategy for growth, including acquisitions and the relocation of several
existing distribution centers into new and larger facilities, is expected to
require capital outlays over the next several years.  Our restructuring
efforts (see "Restructuring Reserve" section) are not expected to have a
material impact on our liquidity.

To finance our capital requirements, we expect to rely upon funds from a
combination of sources.  In addition to cash flow from operations, we have a
$450 million revolving credit agreement that expires in 2001 and provides for
variable rates of interest based on customary indices.  The revolving credit
agreement is available for acquisitions and general corporate purposes.  It
contains financial and other covenants, including a negative pledge and
covenants specifying a minimum fixed charge coverage ratio and a maximum
leverage ratio.  At September 30, 1999, $155 million was outstanding under
this agreement. We may, subject to the covenants contained in the credit
agreement and to market conditions, refinance existing debt or raise
additional funds through the agreement and through other external debt or
equity financings in the future.  In October 1998, we entered into an interest
rate swap with a notional amount of $25 million that expires in 2000.  The
swap results in an effective fixed interest rate of 5.0% with respect to the
$25 million of our revolving credit agreement borrowings.

We have $300.0 million of shelf capacity for debt securities registered with
the Securities and Exchange Commission. In May 1998, we issued $150.0 million
of 7.05% Notes ("Notes") under this registration statement.  The Notes are due
May 15, 2005.  We have $150.0 million of borrowing capacity remaining under
this registration statement.

In addition to the amount outstanding under the revolving credit agreement and
Notes, we had short-term notes payable of $70.1 million at September 30, 1999.
The maximum amount of short-term notes payable during the nine months ended
September 30, 1999, was $111.9 million.  The average amount of short-term
notes payable during the nine months ended September 30, 1999, was $73.6
million.  The weighted average interest rate for these borrowings was 5.5%

As a result of our acquisition activity, we also had short-term acquisition
liabilities of $52.9 million, primarily for the JPG price supplement, at
September 30, 1999, which were included in "Accrued liabilities, other."
Additionally, we had long-term acquisition liabilities of $2.3 million at
September 30, 1999, which were included in "Other long-term liabilities" (see
Note 9, "Acquisitions," in the Notes to Financial Statements for more
information on our acquisition activity.)

In June 1996, we filed a registration statement with the Securities and
Exchange Commission for 4.4 million shares of common stock to be offered from
time to time in connection with future acquisitions.  As of September 30,
1999, 3.8 million shares remained unissued under this registration statement.

Net cash provided by operations in the first nine months of 1999 was $88.7
million.  This was the result of $90.2 million of net income, depreciation and
amortization, and other noncash items, and a $1.5 million decrease in certain
components of working capital.  Net cash used for investment in the first nine
months of 1999 was $56.0 million, which included $33.4 million of expenditures
for property and equipment, and $7.6 million for acquisitions.  Net cash used
for financing was $45.0 million for the first nine months of 1999, resulting
from reductions in our total debt outstanding.

Net cash provided by operations in the first nine months of 1998 was $81.0
million.  This was primarily the result of $76.9 million of net income,
depreciation and amortization, and other noncash items, and a $4.1 million
decrease in certain components of working capital.  Net cash used for
investment in the first nine months of 1998 was $80.2 million, which included
$47.7 million of expenditures for property and equipment, and $4.0 million for
acquisitions.  Net cash provided by financing was $10.2 million for the first
nine months of 1998, resulting primarily from borrowings we made to fund
technology developments and facility relocations.


New Accounting Standards

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities."  This Statement establishes accounting and reporting
standards requiring that every derivative instrument (including certain
derivative instruments embedded in other contracts) be recorded in the balance
sheet as either an asset or liability measured at its fair value.  In July
1999, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 137 that delayed the effective date of Statement 133
until fiscal years beginning after June 15, 2000.  We plan to adopt this
Statement in the first quarter of 2001.  We are in the process of reviewing
this Statement.  Adoption of this Statement is not expected to have a
significant impact on our results of operations or financial position.


Year 2000 Computer Issue

We have completed a comprehensive review of our operations worldwide to
identify our preparedness for the year 2000 issue, and we are nearing
completion of a multi-year plan for our operations to address this issue.  We
believe that all of the computer systems we use to service our customers in
all of our domestic and foreign locations are now year 2000 compliant.

We have reviewed the year 2000 compliance in our infrastructure (e.g.
telecommunication; heating, ventilation, and air conditioning; security
systems; utilities; warehouse equipment; voice mail systems; desktop and
portable personal computers).  We believe that all of our data communications
infrastructure is now compliant and that nearly all of our voice
communications infrastructure (switches, automatic call distribution systems,
and voice mail systems) are compliant.  With vendor-supplied software release
upgrades to three of our telephone switches in October, all of our voice
communications infrastructure will be compliant.  We believe that all other
infrastructure critical to customer service is now compliant.  We are
continuing to perform compliance testing on all residual infrastructure
components.  Our four major data centers now have back-up power sources under
our management as a contingency against public utility power outages.

We have discussed the year 2000 issue with our critical suppliers to determine
the extent to which we could be affected if their systems are not year 2000
compliant.  Most of our critical suppliers have confirmed they already are
compliant or have specified when they expect to be compliant.  We intend to
continue monitoring this compliance.

The most reasonably likely worst case scenario of failure by us or our
suppliers or customers to be year 2000 compliant would be a temporary
inability to process orders, to obtain or deliver products and services to our
customers, or to collect amounts due to us from customers.  We are currently
developing contingency plans in the event that critical systems, suppliers, or
customers encounter year 2000 problems.

The overall incremental costs to make our systems year 2000 compliant are
expected to be about $4.5 million.  Approximately $4.4 million has been spent
through September 30, 1999.  These costs are being expensed as incurred.  We
have also incurred costs over the last several years for year 2000 compliant
computer system additions, replacements, and upgrades in order to realize
efficiencies and process improvements.  These costs are generally capitalized
and amortized over the expected useful life of the product.

Our discussion of the year 2000 computer issue contains forward-looking
information.  We believe our critical computer systems will be year 2000
compliant and the costs to achieve compliance will not materially impact our
financial condition, operating results, or cash flows.  Nevertheless, factors
that could cause actual results to differ from our expectations include the
successful implementation of year 2000 initiatives by our customers and
suppliers and our ability to successfully identify and correct all systems
affected by the year 2000 issue.


Business Outlook

Our core North American operations remain strong.  We continue to expect our
cross-selling efforts in furniture, computer consumables, promotional
products, and office paper to result in additional sales to our existing
customers.  Also, we have developed an approach to serve the middle-market,
which represents businesses of 25 to 100 employees.  Our custom-designed sales
effort, Boise Express, targets this market.  Growth potential also exists in
developing procurement management offerings for our customers, including
further investments in components of integrated supply and expansion of our
electronic commerce capabilities.  The pace of our revenue growth will
partially depend on the success of these initiatives.  We are also seeing
merger-driven consolidations among not only some of our large customers but
also among some of our key competitors.  As a result, continued same-location
sales growth will depend, in part, on conditions outside our control such as
economic conditions and the competitive environment in which we operate.

Our sales growth also depends, in part, on our ability to identify appropriate
acquisition candidates in the U.S. and internationally.  Over the past several
years, acquisitions have contributed significantly to our revenue growth.
Although our acquisition pace has slowed, acquisitions remain an important
part of our growth strategy.  We will continue to pursue acquisitions of
businesses that fit our business model.

Our French and Australian operations are performing well, posting double-digit
sales growth and operating income improvement.  We are continuing to develop
our direct marketing operations in Spain and Belgium, both of which are
progressing nicely.  In the U.K., our newly restructured operations create an
appropriate cost structure and efficient operating model upon which we can
grow this business.

We believe our gross margins will continue to be impacted principally by the
competitive environment in which we operate, including the pricing strategies
established by our competitors.  While we believe that our efforts to lower
our procurement costs will be successful over time, there is no assurance that
our gross margins may not decline under competitive pressure.  In addition,
office paper has historically impacted our gross margins and operating margins
as paper prices rise or fall.  We are uncertain as to the timing or magnitude
of any future changes in paper prices.  Also, it is difficult to accurately
predict what favorable or adverse impact changes in paper prices might have on
our future gross margins or financial results.  However, we believe our office
paper business can be managed to maintain acceptable margins and cost
effectively provide our customers with this important product.  To a lesser
extent our gross margins will be impacted by our ability to lower our delivery
costs and leverage our fixed occupancy costs.  Gross margins and operating
expense ratios generally vary among product categories, distribution channels,
and geographic locations.  As a result, we expect some fluctuation in these
ratios over time as our sales mix evolves.


Risk Factors Associated With Forward Looking Statements

The Management's Discussion and Analysis of Financial Condition and Results of
Operations includes "forward looking statements" which involve uncertainties
and risks.  There can be no assurance that actual results will not differ from
the Company's expectations.  Factors which could cause materially different
results include, among others, our ability to implement our operating
strategies, integration, and restructuring plans and to realize cost savings
and efficiencies; the timing and amount of any paper price changes; continued
same-location sales growth; the changing mix of products sold to our
customers; the pace and success of our acquisition program; the success of new
product line introductions; the uncertainties of expansion into international
markets, including currency exchange rates, legal and regulatory requirements,
and other factors; changes in the competitive environment brought about by
consolidation of customers and competitors, and other competitive and general
economic conditions.


Item 3.   Quantitative and Qualitative Disclosures About Market Risks

Changes in interest rates and currency rates expose us to financial market
risk.  Our debt is a combination of variable-rate and fixed-rate debt.  We
experience only modest changes in interest expense when market interest rates
change.  Consequently, our market risk-sensitive instruments do not subject us
to material market risk exposure.  Our operations in Australia, Belgium,
Canada, France, Spain, and the United Kingdom are denominated in currencies
other than U.S. dollars.  Most foreign currency transactions have been
conducted in the local currency, with minimal cross-border product movement,
limiting our exposure to changes in currency rates.  Changes in our debt and
our continued international expansion could increase these risks.  To manage
volatility relating to these exposures, we may enter into various derivative
transactions such as interest rate swaps, rate hedge agreements, and forward
exchange contracts.  We use interest rate swaps and rate hedge agreements to
hedge underlying debt obligations or anticipated transactions.  For qualifying
hedges, our financial statements reflect interest rate differentials as
adjustments to interest expense over the life of the swap or underlying debt.
We defer gains and losses related to qualifying hedges of foreign currency
firm commitments and anticipated transactions, and we recognize such gains and
losses in income or as adjustments of carrying amounts when the hedged
transaction occurs.  We mark to market all other forward exchange contracts
and include unrealized gains and losses in current period net income.  We had
no material exposure to losses from derivative financial instruments held at
September 30, 1999. We do not use derivative financial instruments for trading
purposes.



                         PART II - OTHER INFORMATION

Item 1.    Legal Proceedings

The Company is not currently involved in any legal or administrative
proceedings that it believes could have, either individually or in the
aggregate, a material adverse effect on its business or financial condition.

Item 2.    Changes in Securities

None.

Item 3.    Defaults Upon Senior Securities

None.

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

None.

Item 5.    Other Information

None.

Item 6.    Exhibits and Reports on Form 8-K

      (a)  Exhibits.

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

      (b)  No Form 8-K's were filed during the quarter covered by this
           report.




                                  SIGNATURES

Pursuant to the requirements 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.

                                    BOISE CASCADE
                                    OFFICE PRODUCTS CORPORATION

   As Duly Authorized Officer and
   Chief Accounting Officer:        /s/Thomas J. Jaszka
                                    _____________________________
                                    Thomas J. Jaszka
                                    Vice President and Controller

Date:  November 10, 1999











                  BOISE CASCADE OFFICE PRODUCTS CORPORATION
                              INDEX TO EXHIBITS
                 Filed With the Quarterly Report on Form 10-Q
                   for the Quarter Ended September 30, 1999

Number      Description                                      Page
10.1        Form of Executive Officer Severance Agreement,
            as amended through August 3, 1999

10.2        Early Retirement Plan for Executive Officers, as
            amended through August 3, 1999

10.3        Supplemental Pension Plan, as amended through
            August 3, 1999

27          Financial Data Schedule