United States
          Securities and Exchange Commission
                Washington, D.C.  20549
                           
                     Schedule 13G
       Under the Securities Exchange Act of 1934
                   (Amendment No. 1)
                           
                           
               Boise Cascade Corporation
        ---------------------------------------
                   (Name of Issuer)
                           
                           
             Common Stock, $2.50 par value
        ---------------------------------------
            (Title of Class of Securities)
                           
                           
                      097383-10-3
        ---------------------------------------
                    (CUSIP Number)
                           
                           
                   December 31, 1998
        ---------------------------------------
(Date of Event Which Requires Filing of this Statement)
                           
                           
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:

[X]  Rule 13d-1(b)
[ ]  Rule 13d-1(c)
[ ]  Rule 13d-1(d)


*    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 the disclosures provided in a prior
  cover page.

   The information required in 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 ("Act") or otherwise subject to the
   liabilities of that section of the Act but shall be
   subject to all other provisions of the Act.
                     Schedule 13G
                           
CUSIP No. 097383-10-3

1.   NAME OF REPORTING PERSON.
          Institutional Capital Corporation
     S.S. or IRS IDENTIFICATION NO. OF ABOVE PERSON.
          36-3797034
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.

          (a)  [     ]
          (b)  [  x ]  Joint filing pursuant to Rule 13d-1(k)(1)

3.   SEC USE ONLY.


4.   CITIZENSHIP OR PLACE OF ORGANIZATION.
          Delaware corporation; Illinois place of
business

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.   SOLE VOTING POWER.
          0
6.   SHARED VOTING POWER.
          0
7.   SOLE DISPOSITIVE POWER.
          0
8.   SHARED DISPOSITIVE POWER.
          0
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON.
          0
10.  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES.
          N/A
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9).
          0%
12.  TYPE OF REPORTING PERSON.
          IA

                     Schedule 13G
                           
CUSIP No. 097383-10-3

1.   NAME OF REPORTING PERSON.
          Robert H. Lyon
     S.S. or IRS IDENTIFICATION NO. OF ABOVE PERSON.
          ###-##-####
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.

          (a)  [   ]
          (b)  [ X ]  Joint filing pursuant to Rule 13d- 1(k)(1)

3.   SEC USE ONLY.


4.   CITIZENSHIP OR PLACE OF ORGANIZATION.
          U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:

5.   SOLE VOTING POWER.
          0
6.   SHARED VOTING POWER.
          0
7.   SOLE DISPOSITIVE POWER.
          0
8.   SHARED DISPOSITIVE POWER.
          0
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
          0
10.  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES.
          N/A
11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9).
          0%
12.  TYPE OF REPORTING PERSON.
          IN

CUSIP No. 097383-10-3

ITEM 1(a). NAME OF ISSUER
     Boise Cascade Corporation

ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE
OFFICES
     1111 West Jefferson Street
     P.O. Box 50
     Boise, Idaho  83728-0001

ITEM 2(a). NAME OF PERSON FILING
     1) Institutional Capital Corporation
     2) Robert H. Lyon

Attached as Exhibit 1 is a copy of an agreement between
the persons filing (as specified above) that this
Schedule 13G is being filed on behalf of each of them.

ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OF EACH
OF THE PERSONS SPECIFIED IN 2(A) ABOVE:
     225 West Wacker Drive, Suite 2400
     Chicago, Illinois  60606

ITEM 2(c). CITIZENSHIP
     Institutional Capital Corporation - Delaware
corporation; Illinois place of business
     Robert H. Lyon - U.S.A.

ITEM 2(d). TITLE OF CLASS OF SECURITIES
     Common Stock, $2.50 par value

ITEM 2(e).  CUSIP NUMBER
     097383-10-3

ITEM 3.   If this statement is filed pursuant to
     Sections 13d-1(b) or 13d-2(b) or (c),
     check whether the person filing is a:
     (a)    [   ]     Broker or dealer registered
                      under Section 15 of the Act (15 U.S.C. 78o);
     (b)    [   ]     Bank as defined in Section
                      3(a)(6) of the Act (15 U.S.C. 78c);
     (c)    [   ]     Insurance company as defined in
                      Section 3(a)(19) of the Act (15 U.S.C. 78c);
     (d)    [   ]     Investment company registered
                      under Section 8 of the Investment Company
                      Act of 1940 (15 U.S.C. 80a-8);
     (e)    [X]*      An investment adviser in accordance
                      with Section 13d-1(b)(1)(ii)(E);
     (f)    [   ]     An employee benefit plan or
                      endowment fund in accordance with Section
                      13d-1(b)(1)(ii)(F);
     (g)    [   ]     A parent holding company or
                      control person in accordance with Section
                      13d-1(b)(1)(ii)(G);
     (h)    [   ]     A savings association defined in
                      Section 3(b) of the Federal Deposit
                      Insurance Act (12 U.S.C. 1813);
     (i)    [   ]     A church plan that is excluded
                      from the definition of an investment
                      company;
     (j)    [   ]     Group, in accordance with
                      Section 13d-1(b)(1)(ii)(j).

     *  Institutional Capital Corporation is an
        investment advisor registered under Section
        203 of the Investment Advisers Act of 1940.
        Robert H. Lyon is the President and majority
        shareholder of Institutional Capital
        Corporation.  (Mr. Lyon is joining in this
        filing on Schedule 13G pursuant to Rule 13d-
        1(k)(1).)

ITEM 4. OWNERSHIP
     Reference is made to Items 5-11 on the cover sheet
of this Schedule 13G.

     Institutional Capital Corporation has been granted
     discretionary dispositive power over its clients'
     securities and in some instances has voting power
     over such securities.  Any and all discretionary
     authority which has been delegated to
     Institutional Capital Corporation may be revoked
     in whole or in part at any time.

     Mr. Lyon is joining in this Schedule 13G and
     reporting beneficial ownership of the same
     securities beneficially owned by Institutional
     Capital Corporation, as a result of his position
     with and stock ownership in Institutional Capital
     Corporation.  See Item 8.


ITEM 5.   OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
     If this statement is being filed to report the
     fact that as of the date hereof the reporting
     person has ceased to be the beneficial owner of
     more than five percent of the class of securities,
     check the following    [X].

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF
OF ANOTHER PERSON
     1)    Neither Institutional Capital Corporation,
      nor Mr. Lyon serves as custodian of the assets
      of any of Institutional Capital Corporation's
      clients; accordingly, in each instance only the
      client or client's custodian or trustee bank has
      the right to receive dividends paid with respect
      to and proceeds from the sale of, such
      securities.

      The ultimate power to direct the receipt of
      dividends paid with respect to, and the proceeds
      from the sale of, such securities is vested in
      the individual and institutional clients for
      which Institutional Capital Corporation serves
      as investment advisor.  Any and all
      discretionary authority which has been delegated
      to Institutional Capital Corporation may be
      revoked in whole or in part at any time.

      Not more than 5% of the class of such securities
      is owned by any one of such clients subject to
      the investment advice of Institutional Capital
      Corporation or its affiliates.

     2)  With respect to securities owned by any one of
      the ICAP Funds, only UMB Bank, as custodian for
      each of such Funds, has the right to receive
      dividends paid with respect to, and proceeds
      from the sale of such securities.  No other
      person is known to have such right, except that
      the shareholders of each such Fund participate
      proportionately in any dividends and
      distributions so paid.

ITEM 7.   IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED
ON BY THE PARENT HOLDING COMPANY
          N/A

ITEM 8.   IDENTIFICATION AND CLASSIFICATION OF MEMBERS
OF THE GROUP
     Institutional Capital Corporation, a Delaware
     corporation, is an investment advisor registered
     under Section 203 of the Investment Advisers Act
     of 1940.  Mr. Lyon is President of Institutional
     Capital Corporation and beneficially owns 51% of
     Institutional Capital Corporation's outstanding
     voting securities.  Mr. Lyon is joining in this
     Schedule 13G because, as a result of his position
     with and ownership of securities of Institutional
     Capital Corporation, Mr. Lyon could be deemed to
     have voting and/or investment power with respect
     to the shares beneficially owned by Institutional
     Capital Corporation.  Neither the filing of this
     joint Schedule 13G nor any information contained
     herein shall be construed as an admission by Mr.
     Lyon of his control or power to influence the
     control of Institutional Capital Corporation.

ITEM 9.   NOTICE OF DISSOLUTION OF GROUP
          N/A

ITEM 10. CERTIFICATION
     By signing below the undersigned (i) certify that,
to the best of their knowledge and belief, the
securities reported herein were acquired in the
ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing
or influencing the control of the issuer of such
securities and were not acquired in connection with or
as a participant in any transaction having such
purposes or effect and (ii) hereby declare and affirm
that the filing of this Schedule 13G shall not be
construed as an admission that either of the reporting
persons is the beneficial owner of the securities
reported herein, which beneficial ownership is hereby
expressly denied (except for such shares, if any,
reported herein as beneficially owned by Institutional
Capital Corporation, for its own accord or by Mr. Lyon
for his individual account and not as a result of his
position with and ownership of securities of
Institutional Capital Corporation).

Signature

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

Dated:  February 10, 1999


                              /s/ Pamela H. Conroy
                              ---------------------------
                              Pamela H. Conroy
                              Senior Vice President and Treasurer
                              Institutional Capital Corporation



                              /s/ Robert H. Lyon
                              ----------------------------
                              Robert H. Lyon
                              President
                              Institutional Capital Corporation


     Joint Filing Agreement

     In accordance with Rule 13d-1(k) under the
     Securities Exchange Act of 1934, as amended, each
     of the undersigned hereby agrees to the joint
     filing with the other reporting person of a
     statement on Schedule 13G (including amendments
     thereto) with respect to the Common Stock, $2.50
     par value, of Boise Cascade Corporation and that
     this Agreement be included as an Exhibit to such
     joint filing.
     
     This Agreement may be executed in any number of
     counterparts all of which taken together shall
     constitute one and the same instrument.
     
     IN WITNESS WHEREOF, the undersigned hereby execute
     this Agreement this 10th day of February, 1999.
     
     
     

                              /s/ Pamela H. Conroy
                              --------------------------
                              Pamela H. Conroy
                              Senior Vice President and Treasurer
                              Institutional Capital Corporation



                              /s/ Robert H. Lyon
                              ----------------------------
                              Robert H. Lyon
                              President
                              Institutional Capital Corporation