Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Fenton Jeffrey J
2. Date of Event Requiring Statement (Month/Day/Year)
12/13/2004
3. Issuer Name and Ticker or Trading Symbol
BlueLinx Holdings Inc. [BXC]
(Last)
(First)
(Middle)
C/O BLUELINX HOLDINGS INC., 4300 WILDWOOD PARKWAY
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman of the Board
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

ATLANTA, GA 30339
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.01 per share 0
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   (1)   (2) Common Stock, par value $0.01 per share 200,000 $ 3.75 (3) D (3)  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fenton Jeffrey J
C/O BLUELINX HOLDINGS INC.
4300 WILDWOOD PARKWAY
ATLANTA, GA 30339
  X     Chairman of the Board  

Signatures

/s/ Jeffrey J. Fenton 12/11/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These options will vest at the end of the reporting person's initial term as a director of BlueLinx Holdings Inc. (the "Company"), which time will coincide with the Company's 2005 annual meeting of stockholders.
(2) These options expire on August 31, 2014.
(3) The reporting person is the chairman of the board of directors of the Company. The reporting person individually holds the securities of the Company reported herein. The reporting person is also a senior member of Cerberus Capital Management, L.P. ("Cerberus"), and an advisor to Cerberus, one or more affiliates of which own certain securities of the Company, all of which are subject to the sole voting and investment authority of Stephen Feinberg. Mr. Feinberg, in his capacity as the holder of sole voting and investment authority of more than 10% of the common stock of the Company pursuant to Reg. 13d-3, separately files statements pursuant to Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended. The reporting person does not exercise any voting, investment or other authority with respect to any securities of the Company separately reported by Mr. Feinberg.

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