8-A12B/A

                                   FORM 8-A/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(B) OR (G) OF THE

                         SECURITIES EXCHANGE ACT OF 1934


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

            OHIO                                       34-1573735
 (State of incorporation or                 (IRS Employer Identification No.)
         organization)

                          3605 WARRENSVILLE CENTER ROAD
                           SHAKER HEIGHTS, OHIO 44122
               (Address of principal executive offices) (Zip Code)






Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class                          Name of each exchange on which
to be so registered                          each class is to be registered
- -----------------------------                ---------------------------------

       None                                               None

If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]

If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]






Securities Act registration statement file number to which this form
relates: N/A

Securities to be registered pursuant to Section 12(g) of the Act:

                                     None
- -------------------------------------------------------------------------------
                               (Title of class)



Item 1.  Description of Securities to be Registered.

     Item 1 of the Form 8-A is hereby amended by adding the following at the
end thereof:

     On July 13, 2003, OfficeMax, Inc. ("OfficeMax") executed a First
Amendment (the "Amendment") to the Right Agreement dated as of March 17, 2000
(the "Rights Agreement") between OfficeMax and EquiServe, Trust Company, N.A.
(formerly known as First Chicago Trust Company of New York), as rights agent
(the "Rights Agent"). The Amendment was entered into to (i) render the Rights
(as defined in the Rights Agreement) inapplicable to the merger (the "Merger")
contemplated by the Agreement and Plan of Merger dated as of July 13, 2003,
among Boise Cascade Corporation ("Boise Cascade"), Challis Corporation, a
wholly owned subidiary of Boise Cascade ("Sub") and OfficeMax (the "Merger
Agreement") and (ii) ensure that (x) neither Boise Cascade nor any of its
Affiliates or Associates is an Acquiring Person (each as defined in the Rights
Agreement), (y) neither a Distribution Date nor a Business Combination (each
as defined in the Rights Agreement) shall occur by reason of the approval,
execution or delivery of the Merger Agreeement or the Merger and (z) the
Rights shall expire immediately prior to the Effective Time of the Merger (as
defined in the Merger Agreement).

     The Amendment to the Rights Agreement is attached hereto as Exhibit 4,
and is incorporated herein by reference. The foregoing description of the
Amendment does not purport to be complete and is qualified in its entirety by
reference to that Exhibit.


Item 2.  Exhibits.

     Item 2 of the Form 8-A is hereby amended by adding the following at the
end thereof:

     4.  First Amendment, dated as of July 13, 2003, to the Rights Agreement,
dated as of March 17, 2000, between OfficeMax, Inc. and EquiServe, Trust
Company, N.A. (formerly known as First Chicago Trust Company of New York), a
New York trust company, as rights agent.




                                       2






                                   SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.


OfficeMax, Inc.

Date:  July 16, 2003

By:    /s/ Ross H. Pollock
       --------------------------------
       Name:   Ross H. Pollock
       Title:  Secretary




                                       3







                               INDEX OF EXHIBITS

The following exhibit is filed herewith:


Exhibit No.         Title
- -----------         -----

    4.              First Amendment, dated as of July 13, 2003, to the Rights
                    Agreement, dated as of March 17, 2000, between OfficeMax,
                    Inc. and EquiServe, Trust Company, N.A. (formerly known as
                    First Chicago Trust Company of New York), a New York trust
                    company, as rights agent.




                                       4

EX-4

                                                                     Exhibit 4.



                                OFFICEMAX, INC.
                         AMENDMENT TO RIGHTS AGREEMENT

               FIRST AMENDMENT dated as of July 13, 2003 (this "Amendment") to
          the Rights Agreement (the "Rights Agreement") dated as of March 17,
          2000 between OfficeMax, Inc., an Ohio corporation (the "Company"),
          and EquiServe, Trust Company, N.A. (formerly known as First Chicago
          Trust Company of New York), a New York trust company, as rights
          agent (the "Rights Agent"). Capitalized terms used herein and not
          otherwise defined shall have the respective meanings ascribed to
          such terms in the Rights Agreement.


          WHEREAS the Company, Boise Cascade Corporation, a Delaware
corporation ("PARENT"), and Challis Corporation, an Ohio corporation and a
direct wholly owned subsidiary of Parent ("Sub"), have proposed to enter into
an Agreement and Plan of Merger to be dated the date hereof (the "Merger
Agreement");

          WHEREAS the Company desires to amend the Rights Agreement to render
the Rights inapplicable to the Merger (as defined in the Merger Agreement),
the shareholder agreement between Parent and Michael Feuer and the other
transactions contemplated by the Merger Agreement;

          WHEREAS the Company deems this Amendment to the Rights Agreement to
be necessary and desirable and in the best interests of the holders of the
Rights and has duly approved this Amendment; and

          WHEREAS Section 26 of the Rights Agreement permits the Company at
any time before any person becomes an Acquiring Person to amend the Rights
Agreement in the manner provided herein.

          NOW, THEREFORE, the Company amends the Rights Agreement as follows:




                                                                             2

          Section 1. Amendment to Section 3(b). Section 3(b) of the Rights
Agreement is hereby amended to add the following text at the end thereof:

          "Notwithstanding anything in this Rights Agreement to the contrary,
          neither Parent nor any of its Affiliates or Associates shall become
          an Acquiring Person, either individually or collectively, no
          Distribution Date or Business Combination shall occur, no Rights
          shall separate from the Common Shares or otherwise become
          exercisable and no adjustment shall be made pursuant to Sections 11
          or 12, in each case solely by virtue of (i) the announcement of the
          Merger, (ii) the acquisition of Common Shares pursuant to the Merger
          or the Merger Agreement, (iii) the execution of the Merger Agreement
          or the Voting Agreement or (iv) the consummation of the Merger or
          the other transactions contemplated by the Merger Agreement.

               "Merger Agreement" shall mean the Agreement and Plan of Merger
          dated as of July 13, 2003, among the Company, Parent and Challis
          Corporation, an Ohio corporation and a direct wholly owned
          subsidiary of Parent, as the same may be amended from time to time
          in accordance with its terms;

               "Merger" shall have the meaning assigned to such term in the
          Merger Agreement;

               "Parent" shall mean Boise Cascade Corporation, a Delaware
          corporation; and

               "Voting Agreement" shall mean the Shareholder Agreement dated
          as of July 13, 2003 between Parent and Michael Feuer.

          Section 2. AMENDMENTS TO SECTION 7(a). Section 7(a) of the Rights
Agreement is amended by deleting the text: "the Close of Business on the 10th
anniversary of the date of this Rights Agreement (the Close of Business on
such date being the "Expiration Date")" and substituting in its place the
following text: "(A) the Close of Business on the 10th anniversary of the date
of this Rights Agreement and (B) immediately prior to the Effective Time of
the Merger (as defined in the Merger Agreement) (the earlier of such times
being the "Expiration Date")".




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          Section 3. FULL FORCE AND EFFECT. Except as expressly amended
hereby, the Rights Agreement shall continue in full force and effect in
accordance with the provisions thereof on the date hereof.

          Section 4. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the law of the State of Ohio applicable to
contracts to be made and performed entirely within such State.

          Section 5. COUNTERPARTS. This Amendment may be executed in two
counterparts, each of which shall be deemed an original, but both of which
together shall constitute one and the same instrument.


          IN WITNESS WHEREOF, the Company has caused this Amendment to be duly
executed as of the day and year first above written.


OFFICEMAX, INC.


By: /s/ Ross H. Pollock
    ----------------------------
    Name:  Ross H. Pollock
    Title: Secretary




Acknowledged and Approved by:

EQUISERVE, TRUST COMPANY, N.A.
as Rights Agent


By:
    ----------------------------
    Name:
    Title: