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)

(630) 773-5000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

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))

Item 1.01               Entry into a Material Definitive Agreement.

On November 1, 2004, we granted a performance based restricted stock unit award to Brian P. Anderson pursuant to the company’s 2003 Boise Incentive and Performance Plan, which we previously filed with our 2003 Report on Form 10-K.  The award consists of 45,000 restricted stock units, at no cost to Mr. Anderson.  The award is subject to a three-year restriction period and performance goals based on return on net assets.

Item 5.02               Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Effective November 11, 2004, Theodore Crumley resigned as the company’s chief financial officer.  Mr. Crumley will continue to provide transition services to the company until his retirement later this year.

Effective November 11, 2004, the following individual became a principal officer of OfficeMax Incorporated:

Brian P. Anderson, age 54, was elected chief financial officer.  Mr. Anderson joined the company on November 1, 2004, as executive vice president of finance.  Mr. Anderson most recently served as senior vice president and chief financial officer of Baxter International, Inc., from 1998 to 2004.  Prior to joining Baxter International, he was an audit partner with Deloitte & Touche.  Mr. Anderson is a member of the board of directors of W.W. Grainger Inc. where he chairs the board’s audit committee.  Mr. Anderson is neither related to any other director or executive officer of the company nor does he have relationships or transactions with the company outside the context of his employment.

Item 7.01               Regulation FD Disclosure.

On November 11, 2004, the company announced Brian P. Anderson’s election as chief financial officer.  For further information, please refer to the company’s news release, which is furnished with this Form 8-K as Exhibit 99.1.

Item 9.01               Financial Statements and Exhibits.

(c)   Exhibits.

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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.

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EXHIBIT INDEX

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EXHIBIT 99.1

OfficeMax, Incorporated

150 East Pierce Road  Itasca, IL 60143-1594

News Release

OfficeMax Contact

Bill Bonner

630 438 8584

For Immediate Release: November 11, 2004

OFFICEMAX NAMES ANDERSON EXECUTIVE VICE PRESIDENT OF FINANCE AND CHIEF FINANCIAL OFFICER

ITASCA, Ill. –OfficeMax^Ò Incorporated (NYSE: OMX), a leader in office products, supplies and services, announced today that Brian P. Anderson has joined the company as executive vice president of finance and chief financial officer.  Anderson was recently senior vice president and chief financial officer of Baxter International, Inc. Prior to joining Baxter International he was an audit partner with Deloitte & Touche.  He is also a member of the board of directors of W.W. Grainger Inc. where he chairs the board’s audit committee.

“Brian brings strong financial expertise, integrity and a background of leadership and teamwork that will be instrumental in advancing our organization,” said Chris Milliken, president and CEO of OfficeMax. “As OfficeMax continues to grow and lead the industry with innovative services, Brian will be a key member of the executive team that defines our strategies and ensures that they are executed flawlessly.”

In 2002, Anderson was named in Fortune magazine’s “Top Fifty Most Powerful Black Executives in Corporate America” and was the inaugural recipient of the “Chief Financial Officer of the Year” awarded by the Chicago chapter of the National Investor Relations Institute and the Kellogg School of Management at Northwestern University.

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Anderson holds a bachelor’s degree, cum laude, in accounting from Howard University, Washington, D.C. and an MBA in finance and accounting from Indiana University.  He is a Certified Public Accountant.

About OfficeMax

OfficeMax is a leader in both business-to-business and retail office products distribution.  OfficeMax delivers an unparalleled customer experience — in service, in product, in time savings, and in value - through a relentless focus on its customers. The company provides office supplies and paper, print and document services, technology products and solutions, and furniture to large, medium and small businesses and consumers. OfficeMax customers are served by more than 40,000 associates through direct sales, catalogs, Internet and nearly 950 superstores. The business had sales of $6.6 billion in the first nine months of 2004 and trades on the New York Stock Exchange under the symbol OMX. More information can be found at www.officemax.com.

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