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                                  STATE OF DELAWARE
                              CERTIFICATE OF CORRECTION
                           FILED TO CORRECT A CERTAIN ERROR
                         IN THE CERTIFICATE OF INCORPORATION
                             FILED IN THE OFFICE OF THE
                           SECRETARY OF STATE OF DELAWARE
                                ON SEPTEMBER 23, 1997


    BUILDING MATERIALS HOLDING CORPORATION, a corporation organized and
existing under and by virtue of the General Corporation Law of Delaware (the
"Corporation") hereby certifies that:

1.  The name of the corporation is Building Materials Holding Corporation.

2.  The Restated Certificate of Incorporation of the Corporation was filed on
September 23, 1997 (the "Certificate").

3.  The Certificate requires correction as permitted by Section 103 of the
General Corporation Law of Delaware.

4.  The inaccuracies or defects to be corrected are as follows:

    (a)  Article FOURTH, Section 1(c)  incorrectly used the term "Series B
         Preferred Stock" when the term "Class B Preferred Stock" should have 
         been used.

         Article FOURTH, Section 1(c) should instead read as follows:

         (c) CLASS B PREFERRED STOCK.  No dividends will accrue or be payable 
    on the Class B Preferred Stock prior to December 31, 1993.  If in 
    any year thereafter the Corporation for any reason does not redeem all 
    or any portion of the Class B Preferred Stock pursuant to Section 
    3(a)(iv), a dividend shall accrue and be payable on the Class B 
    Preferred Stock in accordance with the terms of this paragraph 1(c).  
    For purposes of calculating the amount of the dividend payable on the 
    Class B Preferred Stock, if any, the Corporation shall maintain a record 
    of the total number of shares which it has not redeemed pursuant to 
    Section 3(a)(iv) and which it has not subsequently redeemed pursuant to 
    Section 3(a)(i)(B) (collectively the "Deferred Redemption Shares").  The 
    dividend shall accrue and be payable quarterly on May 2, August 2, 
    November 2 and February 2 of each year commencing on May 2, 1994 (each a 
    "Dividend Date") out of funds legally available therefor to the holder 
    of record of the Class B Preferred Stock on each such Dividend Date.  
    The amount of the dividend per share, if any, for a particular Dividend 
    Date shall be equal to (x) the product of (i) the number of Deferred 
    Redemption Shares on such Dividend Date and (ii) $3.75, divided by (y) 
    the number of shares of Class B Preferred Stock outstanding on such 
    Dividend Date.  Any dividends on Class B

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    Preferred Stock not paid (in a form permitted or required by this 
    paragraph (c)) shall cumulate, whether or not funds were legally 
    available therefor.

    (b)  Article FOURTH, Section 3(a)(iv) incorrectly used the term "Series B
    Preferred Stock" when the term "Class B Preferred Stock" should have been 
    used.

         Article FOURTH, Section 3(a)(iv) should instead read as follows:

         (iv) MANDATORY REDEMPTION OF CLASS B PREFERRED STOCK.  Between 
    January l and May 1 (both inclusive) of each year from 1994 to 1997 
    (inclusive), the Corporation shall redeem Ten Thousand (10,000) shares 
    (or such lesser amount as is then outstanding) of the Class B Preferred 
    Stock, or so much thereof as may legally be redeemed, in cash at the 
    Preferred Stock Redemption Price plus interest, if any, accrued thereon 
    (at the rate announced by Bank of America NT & SA from time to time as 
    its Reference Rate) from January 31 through May l of the year of the 
    redemption (or, if sooner, the payment date), subject to the following 
    limitations:

              (A)  The redemption (including interest) provided for 
          in this Section 3(a)(iv) for a particular year shall be required 
          only to the extent, if any, that the Corporation's Stockholders 
          Equity as of December 31 of the immediately preceding year shall 
          exceed the sum of (1) $15,000,000 and (2) the aggregate liquidation 
          preference of all Class A Preferred Stock and Class B Preferred 
          Stock outstanding on January l of such year less $1,000,000 (or 
          such lesser liquidation preference as applies to all Class B 
          Preferred Stock then outstanding);

              (B)  The redemption shall be required only to the 
          extent, if any, it is permitted by the terms of the Acquisition 
          Financing Agreements;

              (C)  No redemption shall be required if the ratio of

                   (1)  the Corporation's EBIT for the preceding calendar year 
              to

                   (2)  the Corporation's Senior Debt Service for 
              the preceding calendar year is below 150%; provided that, if such
              ratio is greater than 150% but less than 200% and if all of the 
              other conditions to mandatory redemption set forth in this 
              Section 3(a)(iv) are satisfied, the Corporation may by written 
              notice given to the holder of the Class B Preferred Stock on or 
              before May 1 of such year elect not to redeem all or any portion 
              of the Class B Preferred Stock then required to be redeemed 
              pursuant to this Section 3(a)(iv).  The giving of such notice 
              shall create Deferred Redemption Shares as defined in Section 
              1(c) and give rise to a dividend obligation in respect of the 
              Class B Preferred

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              Stock which shall accrue and be payable in accordance with 
              Section 1(c); and

              (D)  The redemption shall be required only to the extent, if any,
         it will not reduce

                   (1)  the amount of funds available for borrowing under the
              Corporation's revolving loan agreements, plus

                   (2)  the cumulative amount of Business Expansion Debt
              theretofore drawn under such revolving loan agreements, minus

                   (3)  the outstanding principal amount of the term loans
              under the Acquisition Financing Agreements,below $6,500,000.

    (c) Article FOURTH, Section 7(d) was incorrectly omitted.

        The following Article FOURTH, Section 7(d) should be inserted after
        Section 7(c):

        (d)  CONSOLIDATION, MERGER, ETC..  In the event that the 
    Corporation shall enter into any consolidation, merger, combination or 
    other transaction in which the shares of Common Stock are exchanged for 
    or changed into other stock or securities, cash and/or any other 
    property, or otherwise changed, then and in each such event, the shares 
    of Series C Preferred Stock shall at the same time be similarly 
    exchanged or changed in an amount per share (subject to the provision 
    for adjustment hereinafter set forth) equal to 100 times the aggregate 
    number of stock, securities, cash and/or any other property (payable in 
    kind), as the case may be, into which or for which each share of Common 
    Stock is changed or exchanged.  In the event that the Corporation shall 
    at any time declare or pay any dividend on Common Stock payable in 
    shares of Common Stock, or effect a subdivision or combination or 
    consolidation of the outstanding shares of Common Stock (by 
    reclassification or otherwise) into a greater or lesser number of shares 
    of Common Stock, then and in each such event, the amount set forth in 
    the preceding sentence with respect to the exchange or change of shares 
    of Series C Preferred Stock shall be adjusted by multiplying such amount 
    by a fraction, the numerator of which is the number of shares of Common 
    Stock outstanding immediately after such event, and the denominator of 
    which is the number of shares of Common Stock that were outstanding 
    immediately prior to such event.

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    IN WITNESS WHEREOF, Building Materials Holding Corporation has caused this
certificate of correction to be signed by its Vice President-Finance and
Treasurer and attested by its Secretary, on this 30th day of September, 1997.

                                       /s/ Ellis C. Goebel
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                                       Ellis C. Goebel
                                       Vice President-Finance and Treasurer


Attest:

/s/ Paul S. Street
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Paul S. Street
Secretary