formsc13d.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 2)

Under the Securities Exchange Act of 1934

Building Materials Holding Corporation

(Name of Issuer)

Common Stock, $.001 Par Value

(Title of Class of Securities)

120113105

(CUSIP Number)

Robert L. Chapman, Jr.

Chapman Capital L.L.C.

222 N. Sepulveda Blvd.

El Segundo, CA 90245

(310) 662-1900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 23, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D CUSIP No. 120113105

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Chap-Cap Activist Partners Master Fund, Ltd. - 98-0486684
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
	(a) x
	(b) ¨
3	SEC USE ONLY

4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER

		0
		8 SHARED VOTING POWER

		1,837,737 Common Shares
		9 SOLE DISPOSITIVE POWER

		1,837,737 Common Shares
		10 SHARED DISPOSITIVE POWER

		0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,837,737 Common Shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	6.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

SCHEDULE 13D CUSIP No. 120113105

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Chap-Cap Partners II Master Fund, Ltd. - 98-0486687
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) x
	(b) ¨
3	SEC USE ONLY

4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH _______________		7 SOLE VOTING POWER

		0
		8 SHARED VOTING POWER

		978,602 Common Shares
		9 SOLE DISPOSITIVE POWER

		978,602 Common Shares
		10 SHARED DISPOSITIVE POWER

		0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	978,602 Common Shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	3.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

SCHEDULE 13D CUSIP No. 120113105

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Chapman Capital L.L.C. - 52-1961967
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) x
	(b) ¨
3	SEC USE ONLY

4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH _______________		7 SOLE VOTING POWER

		0
		8 SHARED VOTING POWER

		2,816,339 Common Shares
		9 SOLE DISPOSITIVE POWER

		0
		10 SHARED DISPOSITIVE POWER

		2,816,339 Common Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,816,339 Common Shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	9.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IA

SCHEDULE 13D CUSIP No. 120113105

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Robert L. Chapman, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) x
	(b) ¨
3	SEC USE ONLY

4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
	Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH _______________		7 SOLE VOTING POWER

		0
		8 SHARED VOTING POWER

		2,816,339 Common Shares
		9 SOLE DISPOSITIVE POWER

		0
		10 SHARED DISPOSITIVE POWER

		2,816,339 Common Shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,816,339 Common Shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	9.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

INTRODUCTION

This Schedule 13D Amendment ("13D Amendment #2") amends the original Schedule 13D filed May 25, 2007 (the "Original 13D") and all subsequent amendments thereto (collectively, the "13D Filings"), and is being filed on behalf of Chap-Cap Partners II Master Fund, Ltd., and Chap-Cap Activist Partners Master Fund, Ltd., Cayman Islands exempted companies (collectively, "the Funds"), Chapman Capital L.L.C., a Delaware limited liability company ("Chapman Capital"), and Robert L. Chapman, Jr., an individual ("Mr. Chapman" and, together with the Funds and Chapman Capital, the "Reporting Persons"). The 13D Filings relate to the common stock, $.001 par value per share, of Building Materials Holding Corporation, a Delaware corporation (the “Issuer” or "Company"). Unless the context otherwise requires, references herein to the "Common Stock" are to such common stock of the Company. Chapman Capital is the investment manager and adviser to the Funds. The Funds directly own the Common Stock to which the 13D Filings relate and over which Chapman Capital may be deemed to have control by virtue of the authority granted by the Funds to vote and to dispose of securities held by the Funds, including the Common Stock. Except as set forth herein, the Original 13D filing and amendments thereto are unmodified.

ITEM 1. Security and Issuer

The 13D Filings relate to the Common Stock of the Company. The address of the principal executive offices of the Company is Four Embarcadero Center, Suite 3200, San Francisco, CA 94111.

ITEM 2. Identity and Background

(a) This statement is being filed by the Reporting Persons.

(b) The address of the principal business and principal office of the Funds, Chapman Capital and Mr. Chapman is Pacific Corporate Towers, 222 N. Sepulveda Blvd., El Segundo, California 90245.

(c) The Fund’s present principal business is investing in marketable securities. Chapman Capital's present principal business is serving as the Investment Manager of the Funds. Mr. Chapman's principal occupation is serving as Managing Member of Chapman Capital.

(d) None of the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Chapman is a citizen of the United States.

ITEM 3. Source and Amount of Funds or Other Consideration

The total amount of funds used by Chap-Cap Partners II Master Fund, Ltd., to purchase the 978,602 Common Shares reported hereunder was $15,854,283 (including brokerage commissions). All of such funds were derived from working capital.

The total amount of funds used by Chap-Cap Activist Partners Master Fund, Ltd., to purchase the 1,837,737 Common Shares reported hereunder was $29,071,456 (including brokerage commissions). All of such funds were derived from working capital.

ITEM 4. Purpose of Transaction

The purpose of the acquisition of the securities of the Issuer beneficially owned by The Funds was to acquire such securities in the ordinary course of their trade or business of purchasing, selling, trading and investing in securities.

The Reporting Persons may in the future consider a variety of different alternatives to achieving their goal of maximizing shareholder value, including negotiated transactions, tender offers, proxy contests, consent solicitations, or other actions. However, it should not be assumed that such members will take any of the foregoing actions. The members of the Reporting Persons reserve the right to participate, alone or with others, in plans, proposals or transactions of a similar or different nature with respect to the Issuer.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, depending on various factors, including the Issuer's business, affairs and financial position, other developments concerning the Issuer, the price level of the Common Stock, conditions in the securities markets and general economic and industry conditions, as well as other investment opportunities available to them, may in the future take such actions with respect to their investment in the Issuer as they deem appropriate in light of the circumstances existing from time to time. Such actions may include, without limitation, the purchase of additional shares of Common Stock in the open market, in block trades, or in privately negotiated transactions or otherwise, the sale at any time of all or a portion of the Common Stock now owned or hereafter acquired by them to one or more purchasers, the purchase or sale of Common Stock derivatives, or the distribution in kind at any time of all or a portion of the Common Stock now owned or hereafter acquired by them. The reasons for the Reporting Persons’ past or prospective increase or decrease in hedged or unhedged exposure to Common Stock now or once owned, or hereinafter acquired, may include, without limitation, the implementation of risk management procedures that involve the purchase or sale of Common Stock into depreciating or appreciating market conditions. Parties that purchase or sell Common Stock (or derivatives thereof) following the filing of the 13D Filings may be purchasing or selling Common Stock (or derivatives thereof) that is being sold or acquired by the Reporting Persons, respectively.

The Reporting Persons are engaged in the investment business. In pursuing this business, Chapman Capital personnel analyze the operations, capital structure and markets of companies, including the Issuer, through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies (often at the invitation of management). From time to time, Chapman Capital may hold discussions with third parties or with management of such companies in which the Reporting Person may suggest or take a position with respect to potential changes in the operations, management or capital structure of such companies as a means of enhancing shareholder value. Such suggestions or positions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D under the Exchange Act, including, without limitation, such matters as disposing of or selling all or a portion of the Issuer or acquiring another Company or business, changing operating or marketing strategies, adopting or not adopting certain types of anti-takeover measures and restructuring the company's capitalization or dividend policy.

Following the Issuer’s 1Q2007 Conference Call, Chapman Capital made contact with senior executives of various publicly-traded and privately-held competitors of the Issuer (the “Peers”). The purpose of such communications was to a) broaden Chapman Capital’s understanding of the Issuer’s business, assets, liabilities (outside of management), and competitive positioning, and b) inform the Peers of Chapman Capital’s interest in maximizing the long term value of the Issuer’s Common Stock via a change-of-control transaction. Chapman Capital’s communications with the Peers continued throughout May 2007, and may be expected to persist until a change-of-control transaction has reached a definitive state.

On May 18, 2007, Mr. Chapman left two messages with Mr. Mellor's office for him to return Mr. Chapman’s telephone call.

On May 19, 2007, Mr. Chapman sent written correspondence to Mr. Mellor reiterating Chapman Capital’s discontent with Mr. Mellor's unwillingness to return phone calls from Chapman Capital in its capacity as the advisor to the Issuer’s largest block of Common Stock ownership. This correspondence is attached hereto as Exhibit B.

On May 20, 2007, Mr. Mellor replied to Mr. Chapman’s May 19, 2007 correspondence. Mr. Mellor invited Mr. Chapman to meet with him "after our [Monday, May 21, 2007] presentation." This correspondence is attached hereto as Exhibit C.

On May 20, 2007, Mr. Mellor replied to a second correspondence from Mr. Chapman dated May 20, 2007. This correspondence is attached hereto as Exhibit D.

On May 20, 2007, Mr. Chapman spoke with Mr. Mellor telephonically, conveying Chapman Capital’s financial, operational and strategic demands upon the Issuer.

On May 20, 2007, Mr. Chapman sent correspondence to Mr. Mellor thanking him for exhibiting proper regard for his fiduciary duties of loyalty and due care. This correspondence is attached hereto as Exhibit E.

On May 21, 2007, Mr. Chapman met with Mr. Mellor and Issuer Chief Financial Officer William Smartt. At such meeting, Mr. Chapman informed Messrs. Mellor and Smartt of Chapman Capital's intention to file the Original 13D with the Securities and Exchange Commission, focusing on the filing's prospective content, demands and attendant letter to the Issuer's Board of Directors.

On May 25, 2007, Chapman Capital filed the Original 13D with the SEC, and delivered a letter to Mr. Mellor and the Issuer's Board of Directors. Such letter conveyed Chapman Capital's demands that the Issuer a) significantly reduce its corporate and divisional overhead, and b) engage financial advisors to explore the complete or divisional sale of the Company. This correspondence is attached hereto as Exhibit F.

On May 25, 2007, Mr. Chapman sent correspondence to the Issuer's General Counsel and Secretary, Mr. Paul S. Street, advising him to remove his head from the dark orifice in which it seemed to naturally find itself. This correspondence is attached hereto as Exhibit G.

On June 5, 2007, Mr. Chapman sent correspondence requesting a meeting with Mr. Smartt, and the Issuer's divisional Presidents, Messrs. Michael D. Mahre (SelectBuild) and Stanley M. Wilson (BMC West), in order to discuss the Issuer's expense reduction and capital allocation plans. This correspondence is attached hereto as Exhibit H.

On July 2, 2007, Mr. Chapman met with Messrs. Mellor, Wilson, Smartt and Mahre in order to communicate with the Issuer expense reduction, capital allocation, and strategic planning recommendations.

Except as set forth above, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. Each of such members may, at any time, review or reconsider its position with respect to the Issuer and formulate plans or proposals with respect to any of such matters.

ITEM 5. Interests in Securities of the Company

(a) Together, the Reporting Persons beneficially own a total of 2,816,339 shares of Common Stock constituting 9.6% of all of the outstanding shares of Common Stock.

(b) The Reporting Persons have the shared power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock beneficially owned by them.

Chap-Cap Partners II Master Fund, Ltd.

Date

Security

Amount of Shares/Contracts

Bought/(Sold)

Approximate Price per Shares/Contracts

(inclusive of commissions)

05/25/07	CS	66,600	$ 14.28
05/29/07	C	(693)	$ 2.69
05/29/07	C	(693)	$ 1.53
05/29/07	C	(129)	$ 2.09
06/04/07	C	(271)	$ 1.81
06/04/07	C	(2)	$ 1.87
06/06/07	C	(88)	$ 2.20
07/19/07	CS	52,500	$ 14.02
07/20/07	CS	45,500	$ 13.82
07/23/07	CS	17,500	$ 13.37

07/24/07

37,300

$ 12.88

Chap-Cap Activist Partners Master Fund, Ltd.

Date

Security

Amount of Shares/Contracts

Bought/(Sold)

Approximate Price per Shares/Contracts

(inclusive of commissions)

05/25/07	CS	123,800	$ 14.28
05/29/07	C	(1,307)	$ 2.69
05/29/07	C	(1,307)	$ 1.53
05/29/07	C	(10)	$ 1.65
05/29/07	C	(242)	$ 2.09
06/04/07	C	(500)	$ 1.81
06/04/07	C	(2)	$ 1.87
06/06/07	C	(100)	$ 2.20
07/19/07	CS	97,500	$ 14.02
07/20/07	CS	84,500	$ 13.82
07/23/07	CS	32,500	$ 13.37

07/24/07

69,400

$ 12.88

* CS = Common Shares, C = Calls, P = Puts

** A = Assigned, E = Exercised

The above transactions were effected by the Reporting Persons on the NYSE and multiple options exchanges.

Except as set forth above, during the last sixty days there were no transactions in the Common Stock effected by the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members.

(d) Except as set forth in this Item 5, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons.

(e) Not applicable.

ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company

Not applicable.

ITEM 7. Material to be Filed as Exhibits

Exhibit A		Joint Filing Agreement, dated May 25, 2007, among Chap-Cap Partners II Master Fund, Ltd., Chap-Cap Activist Partners Master Fund, Ltd., Chapman Capital L.L.C., and Robert L. Chapman, Jr.
Exhibit B		Correspondence from Mr. Chapman to Mr. Mellor, Chairman, CEO and President of the Issuer.
Exhibit C		Correspondence from Mr. Mellor, Chairman, CEO and President of the Issuer to Mr. Chapman.
Exhibit D		Correspondence from Mr. Mellor, Chairman, CEO and President of the Issuer to Mr. Chapman.
Exhibit E		Correspondence from Mr. Chapman to Mr. Mellor, Chairman, CEO and President of the Issuer.
Exhibit F		Correspondence from Mr. Chapman to the Issuer's Board and Mr. Mellor, Chairman, CEO and President of the Issuer.
Exhibit G		Correspondence from Mr. Chapman to Mr. Paul S. Street, SVP: General Counsel & Secretary, and the Issuer's senior management.
Exhibit H		Correspondence from Mr. Chapman to Mr. William M. Smartt, SVP/Chief Financial Officer, and the Issuer's senior management.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: July 25, 2007	Chap-Cap Partners II Master Fund, Ltd.
	By: Chapman Capital L.L.C.,
	as Investment Manager

	By:	/s/ Robert L. Chapman, Jr.
		Name: Robert L. Chapman, Jr.
		Title: Managing Member


Dated: July 25, 2007	Chap-Cap Activist Partners Master Fund, Ltd.
	By: Chapman Capital L.L.C.,
	as Investment Manager

	By:	/s/ Robert L. Chapman, Jr.
		Name: Robert L. Chapman, Jr.
		Title: Managing Member


Dated: July 25, 2007	CHAPMAN CAPITAL L.L.C.

	By:	/s/ Robert L. Chapman, Jr.
		Name: Robert L. Chapman, Jr.
		Title: Managing Member

Dated: July 25, 2007	/s/ Robert L. Chapman, Jr.
	Robert L. Chapman, Jr.

Exhibit A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Building Materials Holding Corporation dated May 25, 2007, and any further amendments thereto signed by each of the undersigned, shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended.

Dated: May 25, 2007

	CHAP-CAP PARTNERS II MASTER FUND, LTD.
	By: Chapman Capital L.L.C.,
	as Investment Manager


	By:	/s/Robert L. Chapman, Jr.
		Robert L. Chapman, Jr.
		Managing Member


	CHAP-CAP ACTIVIST PARTNERS MASTER FUND, LTD.
	By: Chapman Capital L.L.C.,
	as Investment Manager


	By:	/s/Robert L. Chapman, Jr.
		Robert L. Chapman, Jr.
		Managing Member


	CHAPMAN CAPITAL L.L.C.


	By:	/s/Robert L. Chapman, Jr.
		Robert L. Chapman, Jr.
		Managing Member


	/s/Robert L. Chapman, Jr.
	Robert L. Chapman, Jr.

Exhibit B

----- Original Message -----

From: Robert L. Chapman, Jr.

To: Rob Mellor

Sent: Sat May 19 11:02:01 2007

Subject: Chapman Capital/Building Materials Holding (BLG): 3rd Meeting Request

May 19, 2007

Mr. Robert E. Mellor

Chairman, CEO & President

Building Materials Holding Corporation

Four Embarcadero Center

Suite 3250

San Francisco, CA 94111

7 Madrone Avenue

Greenbrae, CA 94904-1080

Office 1: (415) 489-7570

Office 2: (415) 456-8485

Mr. Mellor,

Chapman Capital L.L.C., investment advisor to Chap-Cap Partners II and Chap-Cap Activist Partners (the "Chapman Funds"), believes that recent public market share acquisitions by the Chapman Funds (and respective dispositions by Fidelity Funds and Barclays Global Investors UK Holding Ltd.) have resulted in Chapman Funds becoming the largest composite ownership block of Building Materials Holding Corporation (hereinafter, "BMHC"). Despite my conveying this on two separate occasions to you (via your assistant Minda), I have not received a return phone call that would allow you to become acquainted with BMHC's largest owner. Needless to say, such disregard and disrespect is not what one would expect from a Fortune 1000 CEO (2007 Rank: 613) overseeing $3.2 billion in 2006 revenues.

I shall be flying to San Francisco to attend the Sixth Annual JMP Securities Research Conference (http://www.jmpsecurities.com/about/conferences.html) with the sole purpose of attending your presentation on Monday, May 21, 2007 at 11:00 a.m. PST. It is with the utmost urgency that I hereby make my third and final request to meet with you on this date, preceding or following your presentation. I have included my mobile telephone number in all communications to your office.

In order to better understand our investment and corporate governance perspectives, it is highly advisable that you review Chapman Capital's background via our corporate website (http://www.chapmancapital.com) and various web-based searches. Basic "consequential analysis" of the situation should lead you to the logical conclusion that engaging (rather than avoiding) Chapman Capital may result in the most (mutually) beneficial outcome. I anticipate your call sometime today or Sunday, May 20th.

Robert L. Chapman, Jr.

Managing Member

Chapman Capital L.L.C.

Pacific Corporate Towers

222 N. Sepulveda Blvd.

El Segundo, CA 90245

Web: http://www.hedgefunds.com

Exhibit C

-----Original Message-----

From: Rob Mellor [mailto:mellor@bmhc.com]

Sent: Sunday, May 20, 2007 5:07 PM

To: Robert L. Chapman, Jr.

Subject: Re: Chapman Capital/Building Materials Holding (BLG): 3rd Meeting Request

Dear Mr. Chapman,

I rec'd over this weekend the message of your call. I was traveling and returned home yesterday. I look forward to meeting you and sorry for any miscommunication between you and Minda or anyone else in our office. I am not sure of the schedule following our presentation but let's plan to meet after our presentation and other scheduled events, I would expect the entire time would not be more than two hours. I look forward to meeting you and appreciate your interest and investment in BMHC. I don't know how long you have followed the company but look forward to telling you about the company and it's history and strategy.

Best,

Robert Mellor

Exhibit D

-----Original Message-----

From: Rob Mellor [mailto:mellor@bmhc.com]

Sent: Sunday, May 20, 2007 5:13 PM

To: Robert L. Chapman, Jr.

Subject: Re: Chapman Capital/Building Materials Holding (BLG): 3rd Meeting Request

Dear Mr. Chapman,

I note a second e-mail from you; I don't want to call you on a Sunday late afternoon; however, you can call me.

Best,

Robert Mellor

Exhibit E

-----Original Message-----

From: Robert L. Chapman, Jr.

Sent: Sunday, May 20, 2007 8:12 PM

To: 'Robert E. Mellor (mellor@bmhc.com)'

Subject: RE: Chapman Capital/Building Materials Holding (BLG): 1st Conversation

May 20, 2007

Mr. Robert E. Mellor

Chairman, CEO & President

Building Materials Holding Corporation

Four Embarcadero Center

Suite 3250

San Francisco, CA 94111

7 Madrone Avenue

Greenbrae, CA 94904-1080

Office 1: (415) 489-7570

Office 2: (415) 456-8485

Rob,

Thank you for the attached invitation for me to call you this afternoon. As I mentioned when we spoke soon thereafter, public company chief executives respond in one of two fashions to Chapman Capital's pre-or-post original Schedule 13D filings as follows:

1) Respectful Response: exhibiting proper regard for his fiduciary duties of loyalty and due care, the chief executive properly weighs (given the percentage ownership represented) the 13D filer's strategic, operational and capital allocation perspectives, with a commitment to an open and fluid dialog with senior management and the board of directors;

2) Disrespectful Response: exhibiting disdain for, and annoyance by, the public owners who pay his salary and are diluted by his free stock option and restricted stock grants, the chief executive improperly ignores (or disingenuously feigns consideration of) the 13D filer's strategic, operational and capital allocation perspectives, colluding with the public company's board of directors by adopting a policy of "owner avoidance."

I am pleased you chose what was behind "Door #1," and I look forward to your presentation at the JMP Securities Research Conference tomorrow morning.

Robert L. Chapman, Jr.

Managing Member

Chapman Capital L.L.C.

Pacific Corporate Towers

222 N. Sepulveda Blvd.

El Segundo, CA 90245

Web: http://www.hedgefunds.com

Exhibit F

[CHAPMAN CAPITAL L.L.C. LETTERHEAD]

Robert L. Chapman, Jr.

Managing Member

May 25, 2007

=========================== Robert E. Mellor (63; 2002) Ch./CEO, BMHC (0.87% owner[¹]) Director, Coeur d’Alene Mines Corp. Director, The Ryland Group Director, Monro Muffler Brake Bd of Councilors, Save-the-Redwoods Lg Fmr. Counsel, Gibson, Dunn & Crutcher 7 Madrone Avenue Kentfield, CA 94904-1080 Office: (415) 456-8485 Facsimile: (415) 627-9119	Directors (Non-Staggered Board) ========================== James K. Jennings, Jr (65; 2003) Director, BMHC (0.06% owner[⁴]) EVP/Sec., Ashbrook Simon-Hartley and Ashbrook Simon-Hartley Operations CFO/Dir/EVP, Atreides Capital CFO/Dir/EVP, Consolidation Partners CFO/EVP, Loomis, Fargo & Co. 5830 Indian Trail Houston, TX 77057-1307 Office: (713) 784-3319 Facsimile: (713) 659-0098	=========================== R. Scott Morrison, Jr. (67; 2004) Director, BMHC (0.09% owner[⁷]) Pres./Owner, Morrison Properties Pntr., City Center Business Offices Dev. Prin.; Fla. Atlantic Research Park Fmr. Pntr/Div. Pres.; Arvida Corporation Fmr. LP; Audubon Park Place Fmr. Pres.; RSM II, Inc. 3101 Old Pecos Trail Apt. 607 Santa Fe, NM 87505-9538 Office: (505) 391-3415 Facsimile: (415) 627-9119

Sara L. Beckman (50; 2002) Director, BMHC. (0.06% owner[²]) Faculty, UC Berkeley (Haas) Fmr. Consultant, Booz, Allen & Hamilton 301 Upland Road Kentfield, CA 94904 Office: (415) 461-7081 Facsimile: (415) 627-9119	Norman J. Metcalfe (64; 2005) Director, BMHC (0.03% owner[⁵]) Owner, Norman Metcalfe Consulting Director, The Ryland Group Director, The Tejon Ranch Co. Senior Advisor, The Chanin Group Fmr. V. Chmn./CFO, The Irvine Co. 2007 Bayadere Terrace Corona Del Mar, CA 92625 Office: (949) 723-1529 Facsimile: (310) 445-4028	Peter S. O’Neill (69; 1993) Director, BMHC (0.14% owner[⁸]) Director, IDACORP Director, Idaho Power Company Founder, O’Neill Enterprises, LLC Chmn., PON, LLC Fmr. SVP, Boise Cascade B.O.T., Albertson College of Idaho Member, Urban Land Institute 2242 East Riverwalk Drive Boise, ID 83706 Office: (208) 333-2401 Office 2: (208) 336-3430 Facsimile: (208) 336-5296

Eric S. Belsky (46; 2005) Director, BMHC (0.01% owner[³]) Exec. Dir., Joint Center for Housing Studies (Harvard) Lecturer, Harvard Grad. Design Sch. Fmr. Research Director, Millennial Housing Commission Director, Champion Enterprises, Inc. 700 Lancaster Avenue Lunenburg, MA 01462 Office: (617) 495-7908 Facsimile: (617) 496-9957	David M. Moffett (55; 2006) Director, BMHC (0.01% owner[⁶]) Director, The E. W. Scripps Co. Director, MBIA Insurance Corp Advisory Bd., Price School of Bus., Univ. of Oklahoma Fmr. V. Chmn./CFO, U.S. Bancorp Fmr. CFO, Star Banc Corp. Fmr. Chmn., U.S. Bancorp Asset Liability Policy Committee Fmr. Member, U.S. Bancorp Managing Committee and Credit Policy Committee Four Embarcadero Center, Ste. 3200 San Francisco, CA 94111 Office: (415) 627-9100 Facsimile: (415) 627-9119	Richard G. Reiten (67; 2001) Director, BMHC (0.11% owner[⁹]) Chmn., Northwest Natural Gas Director, U.S. Bancorp Director, IDACORP Director, National Fuel and Gas Dir., Assoc. Elec. & Gas Insr. Srvs Trustee of Board, The Nature Conservancy of Oregon Trustee of Board, Ore. Bus. Council Trustee of Board, Ore. Comm. Found. Fmr. Chmn., American Gas Assn. 220 NW Second Ave. Portland, OR 97209 Office: (503) 738-7144 Facsimile: (415) 627-9119
		Norman R. Walker (63; 2006) Director, BMHC (0.00% owner[¹⁰]) CFO, Diocese of Bridgeport (Conn.) Chmn., Ethics Division TSC, AICPA Pres., PWC LLP Foundation Chmn., Univ. of Ore. Found. BOT Emeritus Trustee, Univ. of Ore. Fndn. Member, Bus. Adv. Council. Lundquist Col. of Bus., Univ. of Ore. Trustee, Bank St. College Fmr. Pntr., PwC 31 Mead Street New Canaan, CT 06840-5702 Office: (203) 966-0396 Facsimile: (203) 371-8698

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¹ Robert E. Mellor ownership stake: precisely 254,370 (vs.154,354 year/year) shares per BMHC 2007 Proxy Statement. Total outstanding share count of 29,170,793 as of March 7, 2007.

² Sara L. Beckman ownership stake: precisely 18,653 (vs. 16,890 year/year) shares per BMHC 2007 Proxy Statement.

³ Eric S. Belsky ownership stake: precisely 1,519 (vs. 0 year/year) shares per BMHC 2007 Proxy Statement.

⁴ James K. Jennings, Jr. ownership stake: precisely 17,100 (vs. 15,600 year/year) shares per BMHC 2007 Proxy Statement.

⁵ Norman J. Metcalfe ownership stake: precisely 7,519 (vs. 3,000 year/year) shares per BMHC 2007 Proxy Statement.

⁶ David M. Moffett ownership stake: precisely 1,500 (vs. 0 year/year) shares per BMHC 2007 Proxy Statement.

⁷ R. Scott Morrison, Jr. ownership stake: precisely 26,700 (vs. 24,200 year/year) shares per BMHC 2007 Proxy Statement.

⁸ Peter S. O’Neill ownership stake: precisely 41,996 (vs. 40,180 year/year) shares per BMHC 2007 Proxy Statement.

⁹ Richard G. Reiten ownership stake: precisely 32,809 (vs. 28,454 year/year) shares per BMHC 2007 Proxy Statement.

¹⁰ Norman R. Walker ownership stake: precisely 0 (vs. NA year/year) shares per BMHC 2007 Proxy Statement.

___________________________________

Dear Mr. Mellor (and the BMHC Board of Directors):

Chap-Cap Partners II and Chap-Cap Activist Partners (the “Chapman Funds”), advised by Chapman Capital L.L.C., own approximately 2.2 million common shares, or just over 7.4%, of Building Materials Holding Corporation (“BMHC”, or the “Company”). To put this ownership stake (the “Chapman Ownership Stake”) into perspective, the Chapman Funds’ financial interest in BMHC now exceeds that of the entirety of BMHC’s management and Board of Directors (“the Board”; together, the “Insiders”) by a nearly four-to-one ratio.¹¹ At the risk of implying that this statistic on its own is not reason for concern, even more disconcerting is our estimation that nearly 100% of the Insider Stake was granted free of cost to the Insiders, and is residual of the exercise-and-sale of free stock option grants that have flooded your personal coffers with millions of dollars in the last six months alone.¹²This followed Mr. Mellor being San Francisco’s own “$6 Million Man” in 2006, with histotal compensation coming in at a whopping $6,236,182¹³. The balance of BMHC’s senior management team also seems to have a disconnect between stock ownership and compensation, with Chief Financial Officer William M. Smartt hitting $2,201,114 in 2006 total compensation despite his mere 20,000 BMHC share ownership, SelectBuild CEO Michael D. Mahre stacking up $2,696,251 despite his small 22,000 BMHC share stake, BMC West CEO Stanley M. Wilson adding $2,199,728 despite his 45,234 BMHC shareholding, and General Counsel Paul S. Street accumulating $1,676,489 despite 82,944 of BMHC share ownership.¹⁴

Despite this asymmetry, it is our sincere intention for this initial written communication with you and the balance of the Board to be considered amicable and productive, rather than invective or, as past activist targets have claimed, viscerally scurrilous. Uncharacteristically, Chapman Capital is not taking this approach because May flowers have intoxicated me with unalloyed happiness or inexplicable tolerance for excessive “agency issues” in BMHC’s corporate governance. Instead, our behavior is the direct response to your responsible, accountable, fiduciary-duty cognizant reception to Chapman Capital’s initial accosting of, and ensuing dialog with, you and Mr. Smartt. In fact, you could provide a public service by calling and educating the corporate cretins in respective management and director positions at Entertainment Distribution Company/EDCI (Clarke H. Bailey - (212) 333-8478; and James M. Caparro - (917) 974-4061), Vitesse Semiconductor (James A. (Hole)/Cole - (805) 497-3222) and FSI International (Donald S. Mitchell - (858) 759-7783; and Benno G. Sand - (612) 840-5702). Hopefully, this letter will be viewed as yet another in a steady stream of constructive communications, the aim of which is to remedy the undervaluation of BMHC due in large part to its bloated cost structure and depressed operating margins within its SelectBuild construction services division (“SelectBuild”).

Nobody should punish BMHC’s management team for the steep correction of the U.S. homebuilding market, though the Board’s granting you generous financial rewards during its 2004-2006 boom years should not be ignored. Boom or bust, shallow or deep, the ups and downs of the homebuilding industry unfortunately are out of your control (as compared to the self-inflicted shareholder immolation by the EDC/Vitesse/FSI miscreants named above). Auspiciously, sales of new homes rose 16% last month as homebuilder price concessions enticed buyers with a shot at median home prices down nearly 11%.¹⁵ Thus, it appears that the clearance of excess regional home inventory (the creation of which benefited BMHC by essentially pulling revenues from 2007-2008 into prior years) can be catalyzed with “couponing” and other marketing techniques designed to capitalize on the elastic nature of your customers’ newly built homes.

___________________________________

¹¹ The Chapman Funds owned 2,189,239 as of May 24, 2007 vs. “the Insider Stake” of 572,344 shares (or 2% of the shares outstanding) owned by BMHC management and the Board as of March 7, 2007 (Source: BMHC 2007 Proxy Statement, dated April 2, 2007).

¹² Mr. Mellor sold 71,491 and 28,509 BMHC shares at approximately $26/share November 17-21, 2007 for a total of $2,605,393.

¹³ Source: BMHC 2007 Proxy Statement

¹⁴ Ibid.

¹⁵ The U.S. Census Bureau reported that sales of newly constructed homes rose 16.2% in April 2007 to a seasonally adjusted annual rate of 981,000 homes, the largest monthly gain in 14 years.

Though stipulating that homebuilding cycles are beyond BMHC’s control, corporate and divisional overhead can be restrained by a realistic, practical management team. In a market where U.S. single family building permits (the industry’s standard 30-day leading indicator) are falling nearly 30% year/year,¹⁶ BMHC must take drastic action to rationalize its expense base to fit today’s reduced base level of homebuilding. This is especially true given that BMHC’s outsized exposure to boom/bust markets (such as San Diego and Phoenix) that have experienced single family building permit declines approaching 40% in recent months.¹⁷ Simply stated, intense focus is required immediately on SG&A expense reduction in Mike Mahre’s SelectBuild division in order to navigate effectively this cyclical downturn. Moreover, in order to regain a more favorable public market valuation, BMHC must demonstrate that it can stabilize operating margins and cash flow despite prospectively sustained weak housing conditions. SelectBuild has invested an estimated $700 million into 17 acquisitions and five greenfield operations over the past five years;¹⁸ accordingly, there is no reason that its estimated real-time $1.3-1.4 billion in revenues should not receive a minimum valuation of 50% of such sales,¹⁹ which happens to coincide with its $700 million “cost basis.”

___________________________________

¹⁶ U.S. single family building permits declined 28% in March 2007 (over 2006 levels) to an annual pace of 1.1 million.

¹⁷ BMHC’s regional markets experienced a single family building permit decline of 37% (vs. a 31% national rate decline) in the three months ending February 2007.

¹⁸ SelectBuild transaction highlights include the following (Target Revenue/Acquisition Price/Acquisition Date): 27% interest in Riggs Plumbing (N/A, $10.5MM, 3/28/2007), Willis Roof Consulting ($90.0MM, N/A, 06/30/06), Davis Brothers ($110.0MM, $43.3MM, 8/1/2006), Azteca (N/A, $1.5MM, 4/1/2006), Boulder's West (N/A, $6.7MM, 4/1/2006), Benedeti Construction ($145.0MM, N/A, 1/11/2006), MWB Building Contractors ($80.0MM, $57.1MM, 1/11/2006), 20% stake in WBC Construction (N/A, $31.4MM, 1/1/2006), HnR Framing & Home Building Components ($140.0MM, $72.6MM, 10/18/2005), Campbell Companies ($200.0MM, $85.6MM, 8/31/2005), Gypsum Construction (N/A, $5.9MM, 9/1/2005), 20% stake in WBC Construction (N/A, $24.8MM, 8/1/2005), 51% interest in BBP Companies ($100.0MM, $10.4MM, 7/1/2005), 73% interest in Riggs Plumbing (N/A, $19.2MM, 4/19/2005), 51% interest in RCI Construction (N/A, $4.9MM, 1/27/2005), 51% Interest in A-1 Building Components (N/A, $2.3MM, 9/1/2004), 49% interest in KBI Norcal (N/A, $14.0MM, 8/9/2004), 67% Interest in WBC Mid-Atlantic (N/A, $5.1MM, 10/1/2003), BMC West (N/A, $5.1MM, 6/1/2006), 60% stake in WBC Construction (N/A, $24.0 MM, 1/1/2003), and 51% interest in KBI Norcal (N/A, $7.1MM, 6/24/2002).

¹⁹ Valuation Assumptions (Chapman Capital research): 14-20% (cycle trough-peak) gross margins reduced by 6-10% (cycle peak-trough) SG&A loads, capitalized at 16-17% ROI.

Chapman Capital, on behalf of what it believes is a significant percentage of BMHC’s owners, strongly recommends that the Company engage financial advisors to explore the complete or divisional sale of the Company. The building materials sector arguably is in the third or fourth inning of a consolidation wave, somewhat akin to where SelectBuild’s primary customers, the national homebuilders, found themselves a decade ago. To proclaim that the $400 billion building supply sector is undergoing consolidation would be a masterpiece of understatement. HD Supply, Home Depot, Inc.’s professional building supply subsidiary a) in 2006 engaged in M&A estimated at $4.4 billion²⁰ spread over one dozen targets,²¹ and b) is in the final stages of being consolidated itself for an estimated $9-11 billion.²² Even Masco Corporation, the $12 billion (in market capitalization and revenues) manufacturer and marketer of home improvement and building products, recently exhibited appreciation for the advantages of vertical integration within the building materials supply chain.²³Having recently made personal contact with BMHC’s peers and leveraged consolidators of the building supply industry, I can convey an extremely high level of interest from both private equity²⁴ and strategic building supply players in the acquisition of the Company. Chapman Capital recognizes the unique value of BMHC’s assets, appreciating the years and efforts required to assemble and integrate them. As a result, we are not encouraging an inopportune, undervalued sale, but instead a methodical auction timed to consummate into the inevitable cyclical recovery.

In conclusion, it was with much appreciation that Chapman Capital has become familiar with you and other senior management of BMHC. Moreover, I was gratified to discover during our meeting earlier this week the tight compatibility between Chapman Capital’s strategic goals for the Company and those of you, Mr. Smartt and apparently BMHC’s Board. The stock market is ascribing virtually no value to SelectBuild, making it imperative that BMHC management and the Board rectify this deficiency both via operating margin improvement and subsequent change-of-control premium offered for BMHC or its divisions by financial or strategic acquirers. Given Lehman Brothers’ current engagement to maximize the value of HD Supply, we strongly recommend that the Board engage it or an equally qualified advisor to begin discussions with prospective acquirers in earnest.

; Sincerely,

; /s/Robert L. Chapman, Jr.

; Robert L. Chapman, Jr.

___________________________________

²⁰ HD Supply doubled in size with its $3.5 billion acquisition of Hughes Supply Inc. in January 2006.

²¹ HD Supply reportedly has expended approximately $8 billion buying the estimated 39 companies in its composition, in an effort to leverage Home Depot’s $70 billion supply chain.

²² Home Depot reportedly has retained Lehman Brothers, Inc. to conduct a strategic review of HD Supply, including its sale in part or entirety.

²³ Masco acquired on May 1, 2007, Erickson Construction Company (turnkey framer) and Guy Evans, Inc. (millwork, interior and exterior door, window and bath hardware installer) for an estimated .8-1.0 times a combined $200 million in anticipated 2007 revenues, roughly in line with the valuation placed on Masco 2001 acquisition BSI Holdings. In 2002, Masco acquired Service Partners LLC (insulation installer) and other smaller businesses for $1.2 billion.

²⁴ Leonard Green & Partners, L.P. reportedly gained 2.5 times its $88 million investment for a 60% stake in White Cap Construction Supply Inc. upon its acquisition by Home Depot in 2004; Warburg Pincus, LLC and its affiliate JLL Partners are the private equity backers to Builders FirstSource, Inc. (Nasdaq: BLDR), having a 50% combined ownership stake as of March 27, 2007.

Exhibit G

-----Original Message-----

From: Robert L. Chapman, Jr.

Sent: Friday, May 25, 2007 2:32 PM

To: 'Paul S. Street (street@bmhc.com)'

Cc: 'Robert E. Mellor (mellor@bmhc.com)'; 'Michael D. Mahre (mahre@bmhc.com)'; 'Stanley M. Wilson (wilson@bmcwest.com)'; 'William M. Smartt (smartt@bmhc.com)'

Subject: BMHC (BLG) NEWS: Chapman Capital Files 13D on Building Materials Holding (BLG), Demands Auction

May 25, 2007

Mr. Paul S. Street

SVP: General Counsel & Sec

Building Materials Holding Corporation

Four Embarcadero Center

Suite 3250

San Francisco, CA 94111

Office: (415) 627-9100

Mr. Street,

Given your extensive legal training at such a lower tier firm as Moffatt, Thomas, Barrett, Rock & Fields, I understand why it is that you consider Mr. Wilson's E-mail address (wilson@bmcwest.com; given to me by no fewer than two other senior executives at BMHC) so proprietary. The reason is that you are poorly trained, and apparently incapable of making sound legal and ethical decisions as it relates to the advisor to the largest owner of the company paying your excessive salary (and other compensation).

My strong advice to you is the following: remove your head from the dark orifice in which it seems naturally to find itself, and thereafter find a means of distinguishing material, non-public information from a widely available E-mail address being used to communicate a public document with Mr. Wilson. If that is not a feat within your mental capability, please pack up, head east and get back to Boise at your first opportunity.

Happy Memorial Day.

Robert L. Chapman, Jr.

Managing Member

Chapman Capital L.L.C.

Pacific Corporate Towers

222 N. Sepulveda Blvd.

El Segundo, CA 90245

Office: (310) 662-1900

Web: http://www.hedgefunds.com

Exhibit H

-----Original Message-----

From: Robert L. Chapman, Jr.

Sent: Tuesday, June 05, 2007 9:43 AM

To: 'William M. Smartt (smartt@bmhc.com)'

Cc: 'Robert E. Mellor (mellor@bmhc.com)'; 'Michael D. Mahre (mahre@bmhc.com)'; 'Stanley M. Wilson (wilson@bmcwest.com)'

Subject: Chapman Capital Activism: BMHC (BLG): Expense Reduction/Capital Allocation Meeting

June 5, 2007

Mr. William M. Smartt

SVP: Chief Financial Officer

Building Materials Holding Corporation

Four Embarcadero Center

Suite 3250

San Francisco, CA 94111

Office: (415) 627-9100

Bill,

As I noted when we spoke recently, Building Materials Holding Corporation ("BMHC" or the "Company")'s cost reduction and capital allocation strategies are of paramount importance to its short and medium term financial performance. Operating margin erosion is the natural result of the hyper-cyclical revenue declines hitting all residential building suppliers. However, it is my view, particularly after having discussions with various parties knowledgeable of Mr. Mellor's spending habits while in his current role at the Company, that your own focus on reversing some of the "boom years'" expense patterns is crucial to BMHC's expeditious path to profitability. Obviously, capital allocation becomes an even more important issue during periods of customer weakness and fiscal restraint.

In order to further our relationship and discuss the above matters, I hereby request a meeting with you and the two divisional presidents, BMC West's Stan Wilson and SelectBuild's Mike Mahre. Please call me to setup a date and time for this occasion.

Robert L. Chapman, Jr.

Managing Member

Chapman Capital L.L.C.

Pacific Corporate Towers

222 N. Sepulveda Blvd.

El Segundo, CA 90245

Office: (310) 662-1900

Web: http://www.hedgefunds.com