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 March 31, 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 April 30, 1999
	Common Stock, $.01 par value                           65,758,524



                      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 March 31	
                                         1999             1998	

Net sales                             $ 848,389        $ 759,808
Cost of sales, including purchases
   from Boise Cascade Corporation
   of $68,877 and $67,243               629,261          564,230
                                      __________       __________
Gross profit                            219,128          195,578
                                      __________       __________

Selling and warehouse operating
   expense                              163,903          143,690
Corporate general and administrative
   expense, including amounts paid to 
   Boise Cascade Corporation of $820
   and $643                              13,126           12,437
Goodwill amortization                     3,626            3,170
                                      __________       __________
                                        180,655          159,297
                                      __________       __________
Income from operations                   38,473           36,281
                                      __________       __________
Interest expense                          6,452            6,465
Other income, net                           315              423
                                      __________        _________
Income before income taxes               32,336           30,239
Income tax expense                       13,846           12,650
                                      __________       __________
Net income                            $  18,490        $  17,589	



Earnings per share-basic              $     .28        $     .27	

Earnings per share-diluted            $     .28        $     .27	




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


             BOISE CASCADE OFFICE PRODUCTS CORPORATION AND SUBSIDIARIES

                                BALANCE SHEETS
                           (expressed in thousands)


                                            (unaudited)
                                              March 31           December 31
ASSETS                                    1999         1998          1998	

Current
  Cash and cash equivalents           $   10,590   $   53,151    $   31,838
  Receivables, less allowances
    of $9,315, $7,707, and $9,539        434,785      382,826       394,013
  Inventories                            183,953      203,733       226,955
  Deferred income tax benefits            20,719       18,404        14,335
  Other                                   46,998       20,816        31,532
                                      ___________  ___________   ___________
                                         697,045      678,930       698,673
                                      ___________  ___________   ___________

Property
  Land                                    27,918       27,677        28,572
  Buildings and improvements             148,510      128,708       143,192
  Furniture and equipment                219,170      195,735       214,611
  Accumulated depreciation              (154,789)    (140,054)     (149,071)
                                      ___________  ___________   ___________
                                         240,809      212,066       237,304
                                      ___________  ___________   ___________
Goodwill, net of amortization
    of $40,734, $27,575, and $37,108     486,496      439,809       494,883
Other assets                              40,738       33,117        30,885
                                      ___________  ___________   ___________
Total assets                          $1,465,088   $1,363,922    $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)
                                               March 31         December 31
LIABILITIES AND SHAREHOLDERS' EQUITY     1999         1998          1998  	

Current
  Notes payable                       $   60,600   $   73,800    $   72,100
  Current portion of long-term debt        2,367        2,578         2,065
  Accounts payable
    Trade and other                      266,688      272,972       279,928
    Boise Cascade Corporation             36,749       28,710        29,297
                                      ___________  ___________   ___________
                                         303,437      301,682       309,225
                                      ___________  ___________   ___________
  Accrued liabilities
    Compensation and benefits             39,395       26,053        38,144
    Income taxes payable                  16,129       15,679           796
    Taxes, other than income              13,445       20,161         9,466
    Other                                 64,098       54,950        36,861
                                      ___________  ___________   ___________
                                         133,067      116,843        85,267
                                      ___________  ___________   ___________
                                         499,471      494,903       468,657
                                      ___________  ___________   ___________
Other
  Long-term debt, less current portion   319,723      307,224       354,224
  Other                                   71,421       35,827        75,950
                                      ___________  ___________   ___________
                                         391,144      343,051       430,174
                                      ___________  ___________   ___________
Shareholders' equity
  Common stock, $.01 par value,
    200,000,000 shares authorized;
    65,758,524, 65,656,158, and
    65,758,524 shares issued and
    outstanding at each period               658          657           658
  Additional paid-in capital             359,224      357,661       359,224
  Retained earnings                      226,970      172,968       208,480
  Accumulated other comprehensive
     income                              (12,379)      (5,318)       (5,448)
                                      ___________  ___________   ___________
    Total shareholders' equity           574,473      525,968       562,914
                                      ___________  ___________   ___________
Total liabilities and 
  shareholders' equity                $1,465,088   $1,363,922    $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)

                                                Three Months Ended March 31
                                                    1999           1998	

Cash provided by (used for) operations
  Net income                                     $  18,490      $  17,589
  Items in income not using (providing) cash
    Depreciation and amortization                   14,792         13,756
    Deferred income taxes                           (7,415)        (4,499)
  Receivables                                      (40,772)       (23,966)
  Inventories                                       43,624         (4,554)
  Accounts payable and accrued liabilities          24,960         36,397
  Current and deferred income taxes                  6,492         12,679
  Other, net                                       (13,451)         6,177
                                                 __________     __________
    Cash provided by operations                     46,720         53,579
                                                 __________     __________

Cash used for investment
  Expenditures for property and equipment          (14,733)       (17,576)
  Acquisitions                                      (6,328)        (4,042)
  Other, net                                        (1,071)        (8,070)
                                                 __________     __________
    Cash used for investment                       (22,132)       (29,688)
                                                 __________     __________

Cash provided by (used for) financing
  Payments of long-term debt                       (34,199)       (50,266)
  Notes payable                                    (11,500)        50,500
  Other, net                                          (137)           271
                                                 __________     __________
    Cash provided by (used for) financing          (45,836)           505
                                                 __________     __________

Increase (decrease) in cash and cash equivalents   (21,248)        24,396
Balance at beginning of the period                  31,838         28,755
                                                 __________     __________
Balance at March 31                              $  10,590      $  53,151	







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 
     March 31, 1999, Boise Cascade Corporation owned 81.2% 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)  RESTRUCTURING RESERVE. In the fourth quarter of 1998, we initiated a 
     plan to restructure our operations in the United Kingdom (the 
     "restructuring").  The restructuring involves closing seven small 
     facilities and an administrative office and integrating selected 
     functions of our U.K. subsidiaries.  The revenues and results of 
     operations of the facilities to be closed are not accounted for 
     separately.  These closures are expected to be completed during the 
     first half of 1999 and will result in work force reductions of 
     approximately 140 warehouse and administrative support associates.
 
     Also during December 1998, the Company terminated its joint venture with
     Otto Versand ("Otto"). As a result of this dissolution, Otto acquired 
     our 50% interest in the joint venture. In addition, we repurchased 
     Otto's 10% ownership interest in Jean-Paul Guisset S.A. ("JPG"), our 
     direct marketing subsidiary in France. JPG is now 100% owned by the 
     Company.

     As a result of the restructuring and joint venture dissolution, we 
     estimated and recorded charges of $11.1 million ($7.4 million or $.11 
     per share - diluted, net of tax benefit) in the fourth quarter of 1998.
     The charges consisted of $1.4 million for termination payments to 
     employees; $0.9 million for legal and professional fees related to 
     facility closings and work force reductions; $3.4 million for facility, 
     automobile, and delivery truck leasehold terminations; and $4.4 million 
     of other costs, primarily costs to dissolve the joint venture with Otto.
     These amounts were included in "Other operating expense" in the 
     Statements of Income. The charges also included $1.0 million for the 
     write-down of primarily customer-unique inventory in the market areas we
     are exiting. The inventory write-down was reflected in "Cost of sales" in
     the Statements of Income.

     The restructuring liability is included in "Accrued liabilities, other" 
     in the Balance Sheets. Amounts charged against the reserve through 
     March 31, 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              600         100           300     3,800       100
                        _______     _______       _______    ______   _______
     Balance at 
       March 31, 1999   $   800     $   800       $ 3,100   $   600   $   900

     Termination payments to employees are the result of workforce 
     reductions of 89 warehouse and administrative support associates as of
     March 31, 1999.

(3)  EARNINGS PER SHARE.  Basic earnings per share for the three months 
     ended March 31, 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 months ended 
     March 31, 1999 and 1998, include the weighted average impact of stock 
     options assumed exercised using the treasury method.

(4)  COMPREHENSIVE INCOME (LOSS).  Comprehensive income (loss) for the
     periods include the following:
                                                      Three Months Ended
                                                            March 31
                                                       1999          1998	
                                                    (expressed in thousands)

     Net income                                     $ 18,490      $ 17,589
     Other comprehensive income (loss)
       Cumulative foreign currency translation
        adjustment, net of income taxes               (6,931)        1,714
                                                    _________     _________
     Comprehensive income, net of income taxes      $ 11,559      $ 19,303	


(5)  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 five years or the expected
     life of the product, whichever is less.  If the useful life of the
     product is shortened, the amortization period is adjusted.  "Other 
     assets" in the Balance Sheets includes deferred software costs of
     $27.4 million, $20.1 million, and $26.9 million at March 31, 1999 and
     1998 and December 31, 1998.

(6)  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 March 31, 1999, 
     borrowings under the agreement totaled $165 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 5.1% 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 this swap; however, we do not expect the 
     counterparty to fail to meet their obligations.

     We filed a registration statement with the Securities and Exchange 
     Commission to register $300 million of shelf capacity for debt
     securities.  The effective date of the filing was April 22, 1998.  On
     May 12, 1998, we issued $150 million of 7.05% Notes ("Notes") under 
     this registration statement.  The Notes are due May 15, 2005.
     Proceeds from the issuance were used to repay borrowings under our 
     revolving credit agreement.  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 $60.6 million and $73.8 million of short-term
     notes payable at March 31, 1999 and 1998.  The maximum amount of short-
     term notes payable during the three months ended March 31, 1999 and 1998,
     was $93.3 million and $104.6 million.  The average amount of short-term
     notes payable during the three months ended March 31, 1999 and 1998,
     were $71.0 million and $63.7 million.  The weighted average interest
     rates for these borrowings was 5.4% and 5.9% for the periods.

     Cash payments for interest were $4.0 million and $6.7 million for the
     three months ended March 31, 1999 and 1998.

(7)  TAXES.  The estimated tax provision rate for the first three months of
     1999 was 43.0%, compared with a tax provision rate of 42.0% for the same
     period in the prior year.  The increase is primarily due to a shift in 
     earnings among our foreign operations and the impact of nondeductible 
     goodwill.

     For the three months ended March 31, 1999 and 1998, we paid income
     taxes, net of refunds received, of $5.9 million and $3.1 million.

(8)  ACQUISITIONS.  During the first three months of 1999 we completed one
     acquisition, and during the first three months of 1998 we 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 being
     amortized over 40 years.  The results of operations of the acquired
     businesses are included in our operations subsequent to the dates of
     acquisition.

     On January 11, 1999, we acquired the office supply business of
     Wallace Computer Services, based in Lisle, Illinois.  The transaction
     was completed for cash of $6.3 million and the recording of $0.2 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 acquisition had occurred on 
     January 1, 1999, there would have been no significant change in the 
     results of operations for the first three months of 1999.  If the 1999
     and 1998 acquisitions had occurred January 1, 1998, sales for the first
     three months of 1998 would have increased to $771.5 million, net income
     would have decreased to $17.5 million, and basic earnings per share would
     have remained $.27.  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 or 
     approximately US$50.0 million.  At the time of purchase, no liability was
     recorded for the price supplement as the amount of payment, if any, was 
     not assured beyond a reasonable doubt.  In 1998, we made a payment of 
     US$4.4 million and recorded a liability for the price supplement based on
     results in 1998 and 1997.  At March 31, 1999, we have a US$37.7 million 
     liability for the price supplement which is included in "Other long-term
     liabilities" in the Balance Sheets.  

     In January 1997, we formed a joint venture with Otto Versand ("Otto"), of
     which we owned 50%, to direct market office products in Europe.  In 
     December 1997, Otto purchased a 10% interest in JPG at book value.  No 
     gain or loss was recorded on this transaction.  In December 1998,
     the Company and Otto dissolved the joint venture.  Otto acquired our 50%
     interest in the joint venture.  In addition, we repurchased Otto's 10% 
     interest in JPG for approximately $3.0 million and we repaid a loan, plus 
     accrued interest, from Otto of approximately $13.7 million.  JPG is now 
     100% owned by the Company (also see Note 2, "Restructuring Reserve").


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

Three Months Ended March 31, 1999, Compared with Three Months Ended
March 31, 1998

Results of Operations

Net sales in the first quarter of 1999 increased 12% to $848.4 million, 
compared with $759.8 million in the first quarter of 1998.  The growth in 
sales resulted from a combination of same-location sales growth and 
acquisitions.  Same-location sales increased 8% in the first quarter of 1999, 
compared with sales in the first quarter of 1998.  Excluding the negative 
impact of paper price changes and foreign currency changes, same-location 
sales increased 10%.

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 $629.3 million in the first quarter of 1999, which was 74.2% of 
net sales.  This compares with $564.2 million reported in the same period of 
the prior year, which represented 74.3% of net sales.  Gross profit as a 
percentage of net sales was 25.8% and 25.7% for the first quarters of 1999 and 
1998.  

Operating expense was 21.3% of net sales in the first quarter of 1999, 
compared with 21.0% in the first quarter of 1998.  Within the operating 
expense category, selling and warehouse operating expense was 19.3% of net 
sales in the first quarter of 1999, compared with 18.9% in 1998.  The increase 
in the first quarter of 1999 was due, in part, to additional payroll 
associated with the expansion of our U.S. sales force and support of our 
growth initiatives.  Corporate general and administrative expense was 1.5% of 
net sales in the first quarter of 1999, compared with 1.6% in 1998.  Goodwill 
amortization increased to $3.6 million in the first quarter of 1999, compared 
with $3.2 million in the first quarter of 1998.  The increase in goodwill 
amortization was the result of additional goodwill arising from our 
acquisitions.

As a result of the factors discussed above, income from operations in the 
first quarter of 1999 increased to $38.5 million, or 4.5% of net sales, 
compared to our first quarter 1998 operating income of $36.3 million, or 4.8% 
of net sales.

Interest expense was $6.5 million in the first quarters of 1999 and 1998.  Our 
interest expense is the result of debt incurred in conjunction with our 
acquisition and capital spending programs.

Net income in the first quarter of 1999 increased to $18.5 million, or 2.2% of 
net sales, compared with $17.6 million, or 2.3% of net sales in the same 
period of the prior year.


Restructuring Reserve

In the fourth quarter of 1998, we initiated a plan to restructure our 
operations in the United Kingdom (the "restructuring").  The restructuring 
involves closing seven small facilities and an administrative office and 
integrating selected functions of our U.K. subsidiaries.  The revenues and 
results of operations of the facilities to be closed are not accounted for 
separately.  These closures are expected to be completed during the first half 
of 1999 and will result in work force reductions of approximately 140 
warehouse and administrative support associates.

Also during December 1998, we terminated our joint venture with Otto Versand 
("Otto").  As a result of this dissolution, Otto acquired our 50% interest in 
the joint venture.  In addition, we repurchased Otto's 10% ownership interest 
in Jean-Paul Guisset S.A. ("JPG"), our direct marketing subsidiary in France.  
JPG is now 100% owned by the Company.


As a result of the restructuring and joint venture dissolution, we estimated 
and recorded charges of $11.1 million ($7.4 million or $.11 per share - 
diluted, net of tax benefit) in the fourth quarter of 1998.  The restructuring 
liability is included in "Accrued liabilities, other" in the Balance Sheets. 
Amounts charged against the reserve through March 31, 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              600         100           300     3,800       100
                        _______     _______       _______    ______   _______
     Balance at 
       March 31, 1999   $   800     $   800       $ 3,100   $   600   $   900

Termination payments to employees are the result of workforce reductions of 89 
warehouse and administrative support associates as of March 31, 1999.


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, the relocation of several 
existing distribution centers into new and larger facilities, and increasing 
our number of delivery trucks, 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 March 31, 1999, $165 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 5.1% with respect to $25 million of our 
revolving credit agreement borrowings.

We filed a registration statement with the Securities and Exchange Commission 
to register $300.0 million of shelf capacity for debt securities.  The 
effective date of the filing was April 22, 1998.  On May 12, 1998, we issued 
$150.0 million of 7.05% Notes ("Notes") under this registration statement.  
The Notes are due May 15, 2005.  Proceeds from the issuance were used to repay 
borrowings under our revolving credit agreement.  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 $60.6 million at March 31, 1999.  
The maximum amount of short-term notes payable during the three months ended 
March 31, 1999, was $93.3 million.  The average amount of short-term notes 
payable during the three months ended March 31, 1999, was $71.0 million.  The 
weighted average interest rate for these borrowings was 5.4%.

As a result of our acquisition activity, we also had short-term acquisition 
liabilities of $7.3 million at March 31, 1999, which were included in "Accrued 
liabilities, other."  Additionally, we had long-term acquisition liabilities 
of $46.8 million, primarily for the JPG price supplement, at March 31, 1999, 
which were included in "Other long-term liabilities" (see Note 8, 
"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 March 31, 1999, 
3.9 million shares remained unissued under this registration statement.

Net cash provided by operations in the first three months of 1999 was $46.7 
million.  This was the result of $25.9 million of net income, depreciation and 
amortization, and other noncash items, and a $20.8 million net decrease in 
certain components of working capital.  Net cash used for investment in the 
first three months of 1999 was $22.1 million, which included $14.7 million of 
expenditures for property and equipment, and $6.3 million for acquisitions.  
Net cash used for financing was $45.8 million for the first three months of 
1999.

Net cash provided by operations in the first three months of 1998 was $53.6 
million.  This was the result of $26.8 million of net income, depreciation and 
amortization, and other noncash items, and a $26.7 million decrease in certain 
components of working capital.  Net cash used for investment in the first 
three months of 1998 was $29.7 million, which included $17.6 million of 
expenditures for property and equipment, and $4.0 million for acquisitions.  
Net cash provided by financing was $0.5 million for the first three months of 
1998.


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.  This 
Statement is effective for fiscal years beginning after June 15, 1999.  We 
plan to adopt this Statement in the first quarter of 2000.  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 undertaken a comprehensive review of our operations worldwide to 
identify our preparedness for the year 2000 issue and are executing a plan for 
our operations to address this issue.  The status of our continued year 2000 
progress is as follows:  All of the computer systems we use to service our 
U.S. contract stationer and promotional products customers are year 2000 
compliant.  The computer systems we use to service our U.S. direct marketing 
customers are scheduled to be year 2000 compliant by June of 1999.  All of our 
foreign operations' computer systems are year 2000 compliant with the 
exception of our direct marketing operation in the U.K., which is scheduled to 
be compliant by May of 1999. In conclusion, all of our computer systems are 
either currently year 2000 compliant or are scheduled to be compliant by June 
of 1999.

We have also been reviewing our year 2000 compliance in our infrastructure 
(e.g. telecommunication, HVAC, security systems, utilities, warehouse 
equipment, voice mail systems, desktop and portable personal computers).  We 
expect to complete most remediation and certification testing in the first 
half of 1999, with extended remediation and certification scheduled throughout 
1999.

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 that they already 
are, or specifically when they expect to be, compliant.  Throughout 1999, 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 compliant are expected to be 
less than $5 million.  Approximately $4.2 million has been spent through  
March 31, 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 a period of three to five years.

Our discussion of the year 2000 computer issue contains forward-looking 
information.  We believe that our critical computer systems will be year 2000 
compliant and that 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, changes in the availability and costs of resources to 
implement year 2000 changes, and our ability to successfully identify and 
correct all systems affected by the year 2000 issue.


The Euro Conversion
On January 1, 1999, 11 of the 15 member countries of the European Union 
established fixed conversion rates between their existing sovereign currencies 
and the Euro. The participating countries adopted the Euro as their common 
legal currency on that date. The conversion to the Euro required certain 
changes to our information systems to accommodate Euro-denominated 
transactions. The cost of these changes was not material to the Company. All 
of our affected European operations were Euro compliant by the end of 1998.

While the competitive impact of the Euro conversion remains uncertain, we 
currently do not anticipate a negative impact on our European operations. 
Alternatively, the conversion to the Euro may provide additional marketing 
opportunities for our European operations.



Business Outlook

Our core domestic 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.  In 
addition, we see excellent opportunities in serving the middle-market, which 
represents businesses of 25 to 100 employees.  Our custom-designed sales 
effort, Boise Express, is aimed specifically at this market.  We also expect 
to grow sales by serving new customers through a larger sales force.  The pace 
of our revenue growth will partially depend on the success of these 
initiatives.  In addition, 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.  Acquisitions remain 
an important part of our growth strategy.  We will continue to pursue 
acquisitions of businesses that fit our business model.

Our French subsidiary, JPG, continues to perform well, posting double-digit 
sales and operating income growth.  We are continuing our investment in 
developing our operations in Spain and Belgium, both of which are progressing 
nicely.

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 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, the success of developing business with new 
customers and of cross-selling efforts to existing customers; the timing and 
amount of any paper price changes; continued same-location sales growth; the 
changing mix of products sold to our customers; the success of our 
restructuring efforts; the timing and success of efforts to make systems year 
2000 and Euro compliant; the pace and success of our acquisition program; the 
uncertainties of expansion into international markets, including fluctuations 
in currency exchange rates, legal and regulatory requirements, and other 
factors.


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 
March 31, 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:  May 14, 1999














































                  BOISE CASCADE OFFICE PRODUCTS CORPORATION
                              INDEX TO EXHIBITS
                 Filed With the Quarterly Report on Form 10-Q
                   for the Quarter Ended March 31, 1999

Number      Description                                       Page
            
11          Computation of Per Share Earnings

27          Financial Data Schedule