UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.   20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

OFFICEMAX INCORPORATED

(Exact name of registrant as specified in its charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

On October 27, 2004, OfficeMax Incorporated (formerly Boise Cascade Corporation) and its subsidiary, Boise Southern Company, each entered into an interest rate swap agreement with J. Aron & Company, an affiliate of Goldman, Sachs & Co, copies of which are attached as Exhibits 10.1 and 10.2, respectively.  The agreements are meant to hedge the interest rate risk associated with the monetization of the installment notes received in the company’s forest products divestiture completed on October 29, 2004.

The OfficeMax Incorporated swap was for a notional amount of $1.238 billion and the Boise Southern Company swap was for a notional amount $232 million.  Each agreement is expected to be cash settled on or before December 20, 2004.  The value of the agreements at the settlement date will be influenced by changes in long-term interest rates between now and the time the agreements are settled.

If long-term interest rates rise before the settlement date, the company would expect to receive a payment from J. Aron largely offsetting the decline in the amount the company would be able to realize from the planned monetization transaction.  If long-term interest rates decline before the settlement date, the company would expect to pay J. Aron upon settlement; however, the company would expect to be able to achieve a higher level of monetization proceeds.

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SIGNATURE

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 hereunto duly authorized.

Date:  November 2, 2004

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EXHIBIT INDEX

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Exhibit 10.1

CONFIRMATION

The purpose of this communication is to set forth the terms and conditions of the above referenced transaction entered into on the Trade Date specified below (the “Transaction”) between J. Aron & Company (“ARON”) and Boise Cascade Corporation (“Counterparty”). This communication constitutes a “Confirmation” as referred to in the Swap Agreement specified below.

1.     This Confirmation is subject to, and incorporates, the 2000 ISDA Definitions (the “Definitions”), published by the International Swaps and Derivatives Association, Inc. This Confirmation supplements, forms a part of and is subject to the ISDA Master Agreement dated as of April 2, 2002 as amended and supplemented from time to time (the “Swap Agreement”) between ARON and Counterparty.   All provisions contained in, or incorporated by reference to, the Swap Agreement shall govern this Confirmation except as expressly modified below.   In the event of any inconsistency between this Confirmation, the Definitions, or the Swap Agreement, as the case may be, this Confirmation will control for purposes of the Transaction to which this Confirmation relates.

2.     The terms of the particular Transaction to which this Confirmation relates are as follows:

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6. Offices:

(a)   The Office of ARON for this Transaction is 85 Broad Street, New York, New York, 10004.

(b)   The Office of Counterparty for this Transaction is 1111 West Jefferson Street, Boise, Idaho, 83728.

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7. Counterparty hereby agrees (a) to check this Confirmation (Reference No.: NUUS410EZ0 (600000000)) carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between ARON and Counterparty with respect to the particular Transaction to which this Confirmation relates, by manually signing this Confirmation and providing the other information requested herein and immediately returning an executed copy to Swap Administration, facsimile No. 212-902-5692.

Agreed and Accepted By:
BOISE CASCADE CORPORATION

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Exhibit 10.2

CONFIRMATION

The purpose of this communication is to set forth the terms and conditions of the above referenced transaction entered into on the Trade Date specified below (the “Transaction”) between J. Aron & Company (“ARON”), and Boise Southern Company (“Counterparty”), guaranteed by Boise Cascade Corporation. This communication constitutes a “Confirmation” as referred to in paragraph 2. below.

1.             The definitions and provisions contained in the 2000 ISDA Definitions (the “Definitions”), as published by the International Swaps and Derivatives Association, Inc. are incorporated into this Confirmation.

2.     This Confirmation evidences a complete and binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates.   In addition, you and we agree to use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of the ISDA Master Agreement (Multicurrency-Cross Border) (the “ISDA Form”), with such modifications as you and we will in good faith agree. Upon the execution by you and us of such an agreement or if such an agreement or other form of ISDA master agreement has already been executed by you and us, this Confirmation will supplement, form a part of, and be subject to that agreement. Until we execute and deliver that agreement, this Confirmation, together with all other documents referring to the ISDA Form (each a “Confirmation”) confirming transactions (each a “Transaction”) entered into between us (notwithstanding anything to the contrary in a Confirmation), shall supplement, form a part of, and be subject to an agreement (which shall survive the termination of this Transaction) in the form of the ISDA Form as if we had executed an agreement in such form effective as of the Trade Date of the first Transaction between us (but without any Schedule except for (i) the election of Loss and Second Method, New York law (without regard to the conflicts of law principles) as the governing law and US Dollars as the Termination Currency, (ii) the election that subparagraph (ii) of Section 2(c) will not apply to Transactions, and (iii) the replacement of the word “third” in the last line of Section 5(a)(i) with the word “first”).   In the event of any inconsistency between the Definitions, the ISDA Form and this Confirmation, this Confirmation will govern.

3.   The terms of the particular Transaction to which this Confirmation relates are as follows:

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8. Offices:

(a)   The Office of ARON for this Transaction is 85 Broad Street, New York, New York, 10004.

(b)   The Office of Counterparty for this Transaction is 1111 West Jefferson Street, Boise, Idaho, 83728

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9.     Counterparty hereby agrees (a) to check this Confirmation (Reference No.: NUUS410F0 (600000000)) carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth the terms of the agreement between ARON and Counterparty with respect to the particular Transaction to which this Confirmation relates, by manually signing this Confirmation and providing the other information requested herein and immediately returning an executed copy to Swap Administration, facsimile No. 212-902-5692.

Agreed and Accepted By:
BOISE SOUTHERN COMPANY

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