UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Item 1.

Security and Issuer

This Schedule 13D relates to common stock, without par value per share (the “Common Stock”) of OfficeMax Incorporated (the “Issuer”).  The Issuer’s principal executive offices are located at 150 Pierce Road, Itasca Illinois 60143, United States.

Item 2.

Identity and Background

This Schedule 13D is filed by K Capital Offshore Master Fund (U.S. Dollar), L.P., Special K Capital Offshore Master Fund (U.S. Dollar), L.P. (collectively the “Partnerships”), K Capital Partners, LLC, Harwich Capital Partners, LLC and Abner Kurtin. 

The Partnerships are limited partnerships organized in the Cayman Islands with a registered address at the offices of Walkers SPV Limited, Walker House, P.O. Box 908GT, Mary Street, George Town, Cayman Islands; K Capital Partners, LLC is a Delaware limited liability company and the sole General Partner of each Partnership (the “General Partner”) having its principal place of business and executive offices at 75 Park Plaza, Boston, Massachusetts 02116; Harwich Capital Partners, LLC (“Harwich”) is a Delaware limited liability company and the Managing Member of the General Partner having its principal place of business at 75 Park Plaza, Boston, Massachusetts 02116; and Abner Kurtin is the Managing Member of Harwich, having its principal business address c/o K Capital Partners, LLC, 75 Park Plaza, Boston, Massachusetts 02116 (collectively, the “Reporting Persons”).  Mr. Kurtin is a United States citizen.  The principal business of each Reporting Person is to administer, promote, manage and advise private investment pools and any business related thereto or useful in connection therewith. 

During the past five years or since their inception, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and are not, as a result of any such proceeding, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration

The shares of Common Stock covered by this Schedule 13D were purchased by the Partnerships.  The source of funds for the purchases is assets of the Partnerships available for investment. 

Item 4.

Purpose of Transaction

All of the shares of Common Stock reported herein were acquired for investment purposes. The Reporting Persons review on a continuing basis the investment in the Issuer. Based upon such review, the Reporting Persons believe that the market price of the Common Stock does not fully reflect its intrinsic value and that extraordinary corporate action, such as a break up or sale of the company may be required to realize that intrinsic value.  The Reporting Persons have initiated communications to the board of directors of the Issuer indicating their view that the Common Stock of the Issuer is undervalued, and that the Issuer should seek to break up the company and sell one or more of its components in order to maximize the value of such Common Stock.  The Reporting Persons intend to seek further communications with the Issuer and other industry observers and participants regarding the value of the Common Stock and possible strategic transactions, and may take other actions to insure that strategic alternatives are considered.  This may lead to consideration of transactions of the type described in subparagraphs (a) through (j) of Item 4 of the Instructions to Schedule 13D. 

Reporting Persons may acquire, or cause to be acquired, additional securities of the Issuer, in the open market or otherwise, or dispose of, or cause to be disposed, such securities, in the open market or otherwise, at any time.

Item 5.

Interest in Securities of the Issuer

(a) and (b).  The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.

As of February 23, 2005, the General Partner, as general partner of the Partnerships, may be deemed to beneficially own 5,795,800 shares of the Common Stock or 6.2% of the 93,455,000 shares of Common Stock believed to be outstanding.  Harwich, as Managing Member of the General Partner, and Mr. Kurtin, as Managing Member of Harwich, may be deemed to beneficially own the same number of shares of the Common Stock.  Each of the Covered Persons disclaims beneficial ownership of the shares of Common Stock owned by the Partnerships.

(c)  The reported shares of Common Stock reflect amounts as of February 23, 2005.  The Partnerships effected the following transactions in the Common Stock during the past 60 days:

·         On December 31, 2004, K Capital Offshore Master Fund (U.S. Dollar), L.P. purchased 28,100 shares of Common Stock at a price of $31.4343 per share.

·         On December 31, 2004, Special K Capital Offshore Master Fund (U.S. Dollar), L.P. purchased 21,900 shares of Common Stock at $31.4343 per share.

·         On January 5, 2005, K Capital Offshore Master Fund (U.S. Dollar), L.P. purchased 128,300 shares of Common Stock at a price of $30.0813 per share.

·         On January 5, 2005, Special K Capital Offshore Master Fund (U.S. Dollar), L.P. purchased 121,700 shares of Common Stock at a price of $30.0813 per share.

·         On February 23, 2005, K Capital Offshore Master Fund (U.S. Dollar), L.P. purchased 774,932 shares of Common Stock at a price of $30.70 per share.  

·         On February 23, 2005, Special K Capital Offshore Master Fund (U.S. Dollar), L.P. purchased 735,068 shares of Common Stock at a price of $30.70 per share. 

All of the transactions were made in the open market on the New York Stock Exchange.

Except for the information set forth herein, none of the Reporting Persons has effected any transaction relating to the Common Stock during the past 60 days.

     (d)-(e) Not applicable.

Item 6.

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

Except as described in Item 4, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Company other than the  governing documents of the Partnerships.

Each Partnership from time to time may enter into and unwind cash settled equity swap or other similar derivative arrangements with respect to the Common Stock or other securities of the Issuer.   The Partnerships currently have additional long economic exposure to the Common Stock through such arrangements. These arrangements do not and will not give the Reporting Persons voting or investment control over underlying securities of the Issuer and, accordingly, the Reporting Persons disclaim beneficial ownership of any such underlying securities of the Issuer.

Item 7.

Material to Be Filed as Exhibits

Exhibit 1 -  Agreement regarding Joint Filing of Schedule 13D

K Capital Partners, LLC

By:

/s/ Robert T. Needham

By:

Harwich Capital Partners, LLC

Its:

Managing Member

By:

Robert T. Needham

Its:

Chief Administrative Officer

Harwich Capital Partners, LLC

By:

/s/ Robert T. Needham

By:

Robert T. Needham

Its:

Chief Administrative Officer

K Capital Offshore Master Fund (U.S. Dollar), L.P.

By:

/s/ Robert T. Needham

By:

K Capital Partners, LLC, General Partner

By:

Harwich Capital Partners LLC

Its:

Managing Member

By:

Robert T. Needham

Its:

Chief Administrative Officer

Special K Capital Offshore Master Fund (U.S. Dollar), L.P.

By:

/s/ Robert T. Needham

By:

K Capital Partners, LLC, General Partner

By:

Harwich Capital Partners LLC

Its:

Managing Member

By:

Robert T. Needham

Its:

Chief Administrative Officer

Abner Kurtin

By:

/s/ Abner Kurtin

Abner Kurtin