UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

OMB Number: 3235-0145

Expires: December 31, 2005

Estimated average burden hours per response...........11

Washington, D.C. 20549

SCHEDULE 13D/A

Item 1.

Security and Issuer.

The response set forth in Item 1 of the Schedule 13D is hereby incorporated by reference.

Item 2.

Identity and Background.

The response set forth in Item 2 of the Schedule 13D is hereby incorporated by reference.

Item 3.

Source and Amount of Funds or Other Consideration.

The response set forth in Item 3 of the Schedule 13D is hereby incorporated by reference.

Item 4.

Purpose of Transaction.

The response set forth in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: 

On November 12, 2009, BCH announced its intent to sell up to 15,000,000 of the 35,861,910  shares of Common Stock of the Company that it currently holds in a firm commitment underwritten public offering.  In connection with such offering, BCH will grant the underwriters an option to purchase up to an additional 2,550,000 shares to cover over allotments.  The final pricing and size of the offering will depend on market conditions.  Additional information regarding the terms of such offering are set forth in the preliminary prospectus supplement filed by the Company with the Securities and Exchange Commission on November 12, 2009.  BCH has agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of its shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock during the period from the date of the prospectus supplement continuing through the date 90 days after the date of the prospectus supplement, except with the prior written consent of the representatives of the underwriters.  Subject to applicable laws and regulations and contractual commitments made in connection with the forgoing public offering, BCH may from time to time effect additional sales of the shares of Common Stock of the Company held by it.

Item 5.

Interest in Securities of the Issuer.

The response set forth in Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following:

(a)-(b)               BCH beneficially owns 35,861,910 shares of Common Stock.  BCH has the shared power to vote and dispose of 35,861,910 shares, constituting approximately 42.5% of the outstanding Common Stock.

FPH beneficially owns 35,861,910 shares of Common Stock.  FPH has the shared power to vote and dispose of 35,861,910 shares, constituting approximately 42.5% of the outstanding Common Stock.

MDCP IV beneficially owns 35,861,910 shares of Common Stock.  MDCP IV has the shared power to vote and dispose of 35,861,910 shares, constituting approximately 42.5% of the outstanding Common Stock.  MDP IV, as the general partner of MDCP IV, may also be deemed to beneficially own and to share the power to vote and dispose of the Common Stock held by MDCP IV.

The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described herein.  The filing of this Schedule 13D/A by BCH, FPH, MDCP IV and MDP IV shall not be considered an admission that such Reporting Persons, for the purpose of Section 13(d) of the Exchange Act, are the beneficial owners of any of the Shares.

All of the percentages calculated in this Schedule 13D/A are based upon an aggregate of 84,434,691 shares of Common Stock outstanding as of October 30, 2009, as reported in the Company’s Quarterly Report on Form 10-Q as filed on November 3, 2009.

(c)                                  There have been no transactions in the securities of the Company effected by the Reporting Persons in the last 60 days.

(d)                                 To the knowledge of the Reporting Persons, no other persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock reported herein.

(e)                                  Inapplicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The response set forth in Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following: 

The description of BCH’s plan to sell a portion of the shares of Common Stock of the Company held by it described in Item 4 of this Schedule 13D/A is hereby incorporated by reference.

Item 7.

Material to be filed as Exhibits.

Exhibit A—Schedule 13D Joint Filing Agreement*

Exhibit B—Investor Rights Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the Commission on February 28, 2008)

Exhibit C—Form of Contingent Value Rights Agreement (incorporated by reference to Exhibit 99.1 to the Company’s Schedule 14A filed with the Commission on February 1, 2008)

Boise Cascade Holdings, L.L.C.

By:

/s/ David G. Gadda

Name:

David G. Gadda

Its:

Vice President and General Counsel

Forest Products Holdings, L.L.C.

By:

/s/ David G. Gadda

Name:

David G. Gadda

Its:

Vice President and General Counsel

Madison Dearborn Capital Partners IV, L.P.

By:

Madison Dearborn Partners IV, L.P.

Its:

General Partner

By:

Madison Dearborn Partners, L.L.C.

Its:

General Partner

By:

/s/ Thomas S. Souleles

Name:

Thomas S. Souleles

Its:

Managing Director

Madison Dearborn Partners IV, L.P.

By:

Madison Dearborn Partners, L.L.C.

Its:

General Partner

By:

/s/ Thomas S. Souleles

Name:

Thomas S. Souleles

Its:

Managing Director