April ___, 1995



Dear Boise Cascade Shareholder:

As an investor in Boise Cascade, you recently received the
company's 1994 Annual Report, 1995 Proxy Statement, and the proxy
voting card.

As you consider your vote, I would like to draw your attention to
one proxy proposal in particular -- the shareholder proposal
regarding our classified board -- which Boise Cascade's board of
directors recommends that you vote against.

The classified-board proposal was submitted by the California
Public Employees Retirement System, or Calpers.  Calpers is the
largest state pension fund in the United States and has invest-
ments in most public companies, although its investment in Boise
Cascade stock is relatively small (about 227,000 shares, or less
than 1% of the outstanding shares).  You may have received
communications from Calpers about this issue.

Boise Cascade's senior management and independent members of our
board of directors have been in discussions with representatives
of Calpers over the last four years.  The discussions centered
around two issues -- the company's financial performance and our
corporate-governance practices.

With regard to corporate governance, Calpers has generally been
satisfied.  In fact, at one point Calpers described Boise Cascade
as "almost a model of corporate governance."  Never during those
discussions did Calpers ask us to declassify Boise Cascade's
board of directors, as they are now proposing.

Boise Cascade, like more than half of the Fortune 500 companies,
has had a classified, or staggered, board for many years.  A
third of the board is elected each year.  We believe that elect-
ing directors in classes provides needed continuity as directors
join and leave the board.  Staggered terms also enhance the
board's ability to negotiate in the best interests of all
shareholders with any persons seeking to gain control of the
company.  With a staggered board, a majority of the directors
will always have had prior experience as directors of the
company.

Calpers' other issue has been the company's financial
performance, which they evaluate essentially according to one
measure -- five years' total return to shareholders.

Admittedly, over that period of time, Boise Cascade's financial
performance was poor.  The company's paper business experienced
its deepest cyclical downturn in modern postwar history.  The
paper grades hardest hit were the ones most important to Boise
Cascade.  Results in our paper business in the early '90s
suffered severely.

During that time, however, our other two businesses -- building
products and office products distribution -- performed well.  And
in 1993 and 1994, internal efforts to improve our position in the
paper business through cost reduction and product-mix improvement
began to mitigate the effects of weak paper prices, even as those
prices continued to fall.  Indeed, in terms of a two-year time
frame rather than Calpers' five-year time frame, Boise Cascade's
total return to shareholders exceeded that of the S&P 500 and the
S&P Paper and Forest Products Index.  We expect strong returns
again in 1995 and 1996.

On behalf of our board of directors and the management of Boise
Cascade, thank you for your interest and support.

Cordially,



George Harad
President and Chief Executive Officer

VH/PM50406C

Enclosures