FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * Tolly Morris E   2. Issuer Name and Ticker or Trading Symbol Builders FirstSource, Inc. [BLDR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Sr Vice President-Operations (Last) (First) (Middle) BUILDERS FIRSTSOURCE, INC., 2001 BRYAN ST., SUITE 1600 3. Date of Earliest Transaction (Month/Day/Year) 05/22/2008 (Street) DALLAS, TX 75201 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 18

05/22/2008

D

17,900

(1)

02/27/2017

Common Stock

17,900

(2)

0

D

Employee Stock Option (right to buy)

$ 23.87

05/22/2008

D

35,700

(3)

02/14/2016

Common Stock

35,700

(2)

0

D

Employee Stock Option (right to buy)

$ 7.15

05/22/2008

A

53,600

(4)

05/22/2018

Common Stock

53,600

(2)

53,600

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Tolly Morris E BUILDERS FIRSTSOURCE, INC. 2001 BRYAN ST., SUITE 1600 DALLAS, TX 75201			Sr Vice President-Operations

Signatures

/s/ Morris E. Tolly		05/23/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Employee stock options granted pursuant to the Corporation's 2005 Equity Incentive Plan. The options vest in 33.3% increments on each of February 27, 2008-2010.
(2)	On May 22, 2008, pursuant to the Corporation's option exchange offer, the Corporation cancelled all options held by the reporting person that had an exercise price equal to or greater than $17.90 per share. In exchange, the reporting person received a replacement option on May 22, 2008 for the same number of shares with an exercise price equal to the market price of the underlying stock on the date of grant.
(3)	Employee stock options granted pursuant to the Corporation's 2005 Equity Incentive Plan. The options vest in 33.3% increments on each of February 14, 2007-2009.
(4)	Employee stock options granted pursuant to the Corporation's 2005 Equity Incentive Plan. The options vest in 33.3% increments on each of February 26, 2009-2011.

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