SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HARAD GEORGE J

(Last)

(First)

(Middle)

BOISE CASCADE CORPORATION

1111 W. JEFFERSON ST.

(Street)

BOISE

83702

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BOISE CASCADE CORP [ BCC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/28/2004		M		25,733	A	$24.875	292,644	D⁽¹⁾
Common Stock	07/28/2004		S		833	D	$32.06	291,811	D
Common Stock	07/28/2004		S		800	D	$32.2	291,011	D
Common Stock	07/28/2004		S		900	D	$32.26	290,111	D
Common Stock	07/28/2004		S		700	D	$32.36	289,411	D
Common Stock	07/28/2004		S		900	D	$32.39	288,511	D
Common Stock	07/28/2004		S		900	D	$32.46	287,611	D
Common Stock	07/28/2004		S		700	D	$32.49	286,911	D
Common Stock	07/28/2004		S		1,700	D	$32.55	285,211	D
Common Stock	07/28/2004		S		1,800	D	$32.6	283,411	D
Common Stock	07/28/2004		S		2,000	D	$32.63	281,411	D
Common Stock	07/28/2004		S		900	D	$32.65	280,511	D
Common Stock	07/28/2004		S		800	D	$32.71	279,711	D
Common Stock	07/28/2004		S		1,000	D	$32.79	278,711	D
Common Stock	07/28/2004		S		600	D	$32.9	278,111	D
Common Stock	07/28/2004		S		300	D	$32.91	277,811	D
Common Stock	07/28/2004		S		300	D	$32.99	277,511	D
Common Stock	07/28/2004		S		600	D	$33.03	276,911	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$24.875	07/28/2004		M			25,733	07/29/1995	07/29/2004	Common Stock	25,733	$24.875	25,734	D
Stock Option (Right to Buy)	$43.875							07/28/1996	07/28/2005	Common Stock	77,200		77,200	D
Stock Option (Right to Buy)	$31.375							07/26/1997	07/26/2006	Common Stock	70,000		70,000	D
Stock Option (Right to Buy)	$36.875							07/25/1998	07/25/2007	Common Stock	85,000		85,000	D
Stock Option (Right to Buy)	$28.875							07/31/1999	07/31/2008	Common Stock	102,800		102,800	D
Stock Option (Right to Buy)	$29.375							02/11/2000	02/12/2009	Common Stock	23,400		23,400	D
Stock Option (Right to Buy)	$38.0625							07/29/2000	07/30/2009	Common Stock	138,900		138,900	D
Stock Option (Right to Buy)	$27.5							07/27/2001	07/28/2010	Common Stock	138,900		138,900	D
Stock Option (Right to Buy)	$24.75							09/27/2001	09/28/2010	Common Stock	125,000		125,000	D
Stock Option (Right to Buy)	$35.6							07/26/2002	07/27/2011	Common Stock	297,000		297,000	D
Stock Option (Right to Buy)	$27.76							07/24/2003	07/25/2012	Common Stock	335,700		335,700	D
Phantom Stock Units	⁽²⁾							⁽³⁾	⁽⁴⁾	Common Stock	46,127.4944		46,127.4944	D

Explanation of Responses:

1. Due to space constraints, reporting for this transaction required two Form 4s. This Form 4 is Part 1 of 2. Please also refer to Form 4 Part 2 of 2 filed today.

2. Each phantom stock unit is equal in value to one share of the company's common stock.

3. Vested in participant stock units (and related dividend equivalent stock units) at all times. Company matching stock units (and related dividend equivalent stock units) vest as follows: (a) 100% upon participant's death, disability, or early or normal retirement; (b) 100% upon a change in control of the company; (c) 100% upon involuntary termination for reasons other than disciplinary reasons or termination as a result of the sale or permanent closure of a company facility, operating unit, or division; and (d) 20% on each anniversary of the date account was first credited with stock units under the plan. 20% is cumulative -- after 5 years, participant is completely vested in all stock units in his or her account, including any stock units allocated to the account in the future.

4. Shares of phantom stock are payable in shares of common stock in accordance with the participant's Deferred Compensation Distribution Election Agreement, except in the case of a change in control, in which case payment may be made in either cash or stock.

Remarks:

	George J. Harad	07/30/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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