FIRST AMENDMENT TO AMENDED AND RESTATED
                              CREDIT AGREEMENT


     THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the
"Amendment"), dated as of February 10, 1997 is entered into by and between
THE PACIFIC LUMBER COMPANY (the "Company") and BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION (the "Bank").

                                  RECITALS

     A.   The Bank and the Company are parties to an Amended and Restated
Credit Agreement dated as of November 10, 1995 (the "Credit Agreement")
pursuant to which the Bank has extended certain credit facilities to the
Company.

     B.   The Company has requested that the Bank agree to certain
amendments of the Credit Agreement.

     C.   The Bank is willing to amend the Credit Agreement subject to the
terms and conditions of this Amendment.

     NOW, THEREFORE, for valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto hereby agree as
follows:

1.   Defined Terms.  Unless otherwise defined herein, capitalized terms
used herein shall have the meanings, if any, assigned to them in the Credit
Agreement.

2.   Amendments to Credit Agreement.

     (a)  Amendments to Article I. Section 1.01 of the Credit Agreement is
amended as follows:

          (1)  Clause (a) of the definition of "Revolving Termination Date,
is amended in its entirety to provide as follows:

                          (A)   MAY 31, 1999; AND

          (2)  Clause (a) of the definition of "Term Credit Termination
Date" is amended in its entirety to provide as follows:

                          (A) JUNE 30, 1998; OR

     (b)  Amendments to Article II.  Section 2.08 is amended by replacing
"June 30, 1997" in its subsections (a)(1) and (a)(2) with "June 30, 1998".

3.   Representations and Warranties.  The Company hereby represents and
warrants to the Bank as follows:

     (a)  No Default or Event of Default has occurred and is continuing.

     (b)  The execution, delivery and performance by the Company of this
Amendment have been duly authorized by all necessary corporate and other
action and do not and will not require any registration with, consent or
approval of, notice to or action by, any Person (including any Governmental
Authority) in order to be effective and enforceable.  The Credit Agreement
as amended by this Amendment constitutes the legal, valid and binding
obligations of the Company, enforceable against it in accordance with its
respective terms, without defense, counterclaim or offset.

     (c)  All representations and warranties of the Company contained in
the Credit Agreement are true and correct.

     (d)  The Company is entering into this Amendment on the basis of its
own investigation and for its own reasons, without reliance upon the Bank
or any other Person.

4.   Effective Date.  This Amendment will become effective as of February
10, 1997 (the "Effective Date"), provided that each of the following
conditions precedent is satisfied on or before such date:

     (a)  The Bank has received from the Company a duly executed original
(or, if elected by the Bank, an executed facsimile copy) of this Amendment.

     (b)  The Bank has received from the Company a copy of a resolution
passed by the board of directors of the Company, certified by the Secretary
or an Assistant Secretary of the Company as being in full force and effect
on the date hereof, authorizing the execution, delivery and performance of
this Amendment.

     (c)  The Bank has received from counsel to the Company an opinion in
form and substance satisfactory to the Bank stating, among other matters,
that this Amendment and the Credit Agreement as amended by this Amendment
is a legal and binding obligation of the Company, enforceable against the
Company in accordance with its terms.

     (d)  All representations and warranties contained herein are true and
correct as of the Effective Date.

5.   Miscellaneous.

     (a)  All terms, covenants and provisions of the Credit  Agreement as
amended by this Amendment are and shall remain in full force and effect and
all references therein to such Credit Agreement shall henceforth refer to
the Credit Agreement as amended by this Amendment.  This Amendment shall be
deemed incorporated into, and a part of, the Credit Agreement.

     (b)  This Amendment shall be binding upon and inure to the benefit of
the parties hereto and thereto and their respective successors and assigns. 
No third party beneficiaries are intended in connection with this
Amendment.

     (c)  This Amendment shall be governed by and construed in
accordance with the law of the State of California.

     (d)  This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument.  Each of the
parties hereto understands and agrees that this document (and any other
document required herein) may be delivered by any party thereto either in
the form of an executed original or an executed original sent by facsimile
transmission to be followed promptly by mailing of a hard copy original,
and that receipt by the Bank of a facsimile transmitted document
purportedly bearing the signature of the Company shall bind the Company,
with the same force and effect as the delivery of a hard copy original. 
Any failure by the Bank to receive the hard copy executed original of such
document shall not diminish the binding effect of receipt of the facsimile
transmitted executed original of such document which hard copy page was not
received by the Bank.

     (e) This Amendment may not be amended except in accordance with the
provisions of Section 9.01 of the Credit Agreement.

     (f)  If any term or provision of this Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision shall be
invalidated without affecting the remaining provisions of this Amendment or
the Credit Agreement, respectively.

     IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment as of the date first above written.

THE PACIFIC LUMBER COMPANY              BANK OF AMERICA NATIONAL TRUST
                                          AND SAVINGS ASSOCIATION
By:  /S/ GARY L. CLARK             
Name:  Gary L. Clark                    By:  /S/ MICHAEL J. BALOK          
Title:  Vice President-Finance          Name:  Michael J. Balok
         and Administration             Title:  Vice President