SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10 - Q/A
                                 AMENDMENT NO. 1

     (Mark One)

     [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended July 27, 2002

                                       OR

     [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

              For the transition period from ________ to ________.

                         Commission file number 1-13380
                                                -------


                                 OFFICEMAX, INC.
                                 ---------------
             (Exact name of registrant as specified in its charter)


                  OHIO                                        34-1573735
                  ----                                        ----------
    (State or other jurisdiction of                        (I.R.S. Employer
     incorporation or organization)                      Identification No.)



            3605 WARRENSVILLE CENTER ROAD, SHAKER HEIGHTS, OHIO 44122
            ---------------------------------------------------------
                    (Address of principal executive offices)
                                   (zip code)

                                 (216) 471-6900
                                 --------------
              (Registrant's telephone number, including area code)



                  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 practical
                  date.

                                                    Shares outstanding as of
           Title of each class                         September 9, 2002
           -------------------                         -----------------

     Common Shares, without par value                     124,046,169








                            Explanation of Amendment
                            ------------------------


         OfficeMax, Inc. (the "Company") is filing this Form 10-Q/A ("Form
10-Q/A") as Amendment No. 1 to the Company's quarterly report on Form 10-Q for
the quarter ended July 27, 2002 that was filed with the Securities and Exchange
Commission on September 10, 2002 ("Form 10-Q") for the purpose of correcting the
number of outstanding Common Shares, without par value, of the Company on the
cover page of the Form 10-Q from 113,118,284 Common Shares outstanding as of
September 9, 2002 to 124,046,169 Common Shares outstanding as of September 9,
2002. The cover page of this Form 10-Q/A contains the correct Common Share
information as of September 9, 2002.

                                   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.


September 13, 2002                        By:  /s/ Michael F. Killeen
                                             -----------------------------------
                                             Michael F. Killeen
                                             Senior Executive Vice President,
                                             Chief Financial Officer


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