BY-LAWS
                                     OF
                         THE PACIFIC LUMBER COMPANY
                          (a Delaware corporation)

                         Amended November 19, 1993


                                 ARTICLE I
                                Stockholders

     Section 1.  Place of Meetings.  Meetings of stockholders shall be held
at such place, either within or without the State of Delaware, as shall be
designated from time to time by the Board of Directors.

     Section 2.  Annual Meetings.  Annual meetings of stockholders shall be
held at such time as shall be designated from time to time by the Board of
Directors.  At each annual meeting the stockholders shall elect a Board of
Directors by plurality vote and transact such other business as may be
properly brought before the meeting.

     Section 3.  Special Meetings.  Special meetings of the stockholders
may be called by the Board of Directors.

     Section 4.  Notice of Meetings.  Written notice of each meeting of the
stockholders stating the place, date and hour of the meeting shall be given
by or at the direction of the Board of Directors to each stockholder
entitled to vote at the meeting at least ten, but not more than sixty, days
prior to the meeting.  Notice of any special meeting shall state in general
terms the purpose or purposes for which the meeting is called.

     Section 5.  Quorum; Adjournments of Meetings.  The holders of a
majority of the issued and outstanding shares of the capital stock of the
corporation entitled to vote at a meeting, present in person or represented
by proxy, shall constitute a quorum for the transaction of business at such
meeting; but, if there be less than a quorum, the holders of a majority of
the stock so present or represented may adjourn the meeting to another time
or place, from time to time, until a quorum shall be present, whereupon the
meeting may be held, as adjourned, without further notice, except as
required by law, and any business may be transacted thereat which might
have been transacted at the meeting as originally called.

     Section 6.  Voting.  At any meeting of the stockholders, every
registered owner of shares entitled to vote may vote in person or by proxy
and, except as otherwise provided by statute, in the Certificate of
Incorporation or these By-Laws, shall have one vote for each such share
standing in his name on the books of the corporation.  Except as otherwise
required by statute, the Certificate of Incorporation or these By-Laws, all
matters, other than the election of directors, brought before any meeting
of the stockholders shall be decided by a vote of a majority in interest of
the stockholders of the corporation present in person or by proxy at such
meeting and voting thereon, a quorum being present.

     Section 7.  Inspectors of Election.  The Board of Directors, or, if
the Board shall not have made the appointment, the chairman presiding at
any meeting of stockholders, shall have power to appoint one or more
persons to act as inspectors of election at the meeting or any adjournment
thereof, but no candidate for the office of director shall be appointed as
an inspector at any meeting for the election of directors.

     Section 8.  Chairman of Meetings.  The Chairman of the Board or, in
his absence, the President shall preside at all meetings of the
stockholders.  In the absence of both the Chairman of the Board and the
President, a majority of the members of the Board of Directors present in
person at such meeting may appoint any other officer or director to act as
chairman of the meeting.

     Section 9.  Secretary of Meetings.  The Secretary of the corporation
shall act as secretary of all meetings of the stockholders.  In the absence
of the Secretary, the chairman of the meeting shall appoint any other
person to act as secretary of the meeting.

                                 ARTICLE II
                             Board of Directors

     Section 1.  Number of Directors.  The number of Directors of the
corporation shall not be less than three nor more than seven, and may from
time to time be changed by action of not less than a majority of the
members of the Board of Directors then in office.

     Section 2.  Vacancies.  Whenever any vacancy shall occur in the Board
of Directors by reason of death, resignation, removal, increase in the
number of directors or otherwise, it may be filled by a majority of the
directors then in office, although less than a quorum, or by a sole
remaining director, for the balance of the term, or, if the Board has not
filled such vacancy, it may be filled by the stockholders.

     Section 3.  First Meeting.  The first meeting of each newly elected
Board of Directors, of which no notice shall be necessary, shall be held
immediately following the annual meeting of stockholders or any adjournment
thereof at the place the annual meeting of stockholders was held at which
such directors were elected, or at such other place as a majority of the
members of the newly elected Board who are then present shall determine,
for the election or appointment of officers for the ensuing year and the
transaction of such other business as may be brought before such meeting.

     Section 4.  Regular Meetings.  Regular meetings of the Board of
Directors, other than the first meeting, may be held without notice at such
times and places as the Board of Directors may from time to time determine.

     Section 5.  Special Meetings.  Special meetings of the Board of
Directors may be called by order of the Chairman of the Board, the
President or any two directors.  Notice of the time and place of each
special meeting shall be given by or at the direction of the person or
persons calling the meeting by mailing the same at least three days before
the meeting or by telephoning, telegraphing or delivering personally the
same at least twenty-four hours before the meeting to each director. 
Except as otherwise specified in the notice thereof, or as required by
statute, the Certificate of Incorporation or these By-Laws, any and all
business may be transacted at any special meeting.

     Section 6.  Place of Conference Call Meeting.  Any meeting at which
one or more of the members of the Board of Directors or of a committee
designated by the Board of Directors shall participate by means of
conference telephone or similar communications equipment shall be deemed to
have been held at the place designated for such meeting, provided that at
least one member is at such place while participating in the meeting.

     Section 7.  Organization.  Every meeting of the Board of Directors
shall be presided over by the Chairman of the Board, or, in his absence,
the President.  In the absence of the Chairman of the Board and the
President, a presiding officer shall be chosen by a majority of the
directors present.  The Secretary of the corporation shall act as secretary
of the meeting, but, in his absence, the presiding officer may appoint any
person to act as secretary of the meeting.

     Section 8.  Quorum; Vote.  A majority of the directors then in office
(but in no event less than one-third of the total number of directors)
shall constitute a quorum, for the transaction of business, but less than a
quorum may adjourn any meeting to another time or place from time to time
until a quorum shall be present, whereupon the meeting may be held, as
adjourned, without further notice.  Except as otherwise required by
statute, the Certificate of Incorporation or these By-Laws, all matters
coming before any meeting of the Board of Directors shall be decided by the
vote of a majority of the directors present at the meeting, a quorum being
present.

     Section 9.  Removal of Directors.  Any one or more of the directors
shall be subject to removal with or without cause at any time by the
stockholders.

                                ARTICLE III
                                 Committees

     Section 1.  Executive Committee.  The Board of Directors may, by
resolution passed by a majority of the whole Board, designate from among
its members an Executive Committee to consist of three or more members and
may designate one of such members as chairman.  The Board may also
designate one or more of its members as alternates to serve as a member or
members of the Executive Committee in the absence of a regular member or
members.  Except as provided in Section 4 of this Article III, the
Executive Committee shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the corporation, and the Executive Committee may authorize the
seal of the corporation to be affixed to all papers which may require it.

     Section 2.  Other Committees.  The Board of Directors, acting by a
majority of the whole Board, may also appoint from among its own members or
otherwise such other committees as the Board may determine, to have such
powers and duties as shall from time to time be prescribed by the Board and
which, in the discretion of the Board, may be designated as committees of
the Board.

     Section 3.  Quorum and Discharge.  A majority of the entire committee
shall constitute a quorum for the transaction of business of any committee
and may fix its rules of procedure.  The Board of Directors may discharge
any committee either with or without cause at any time.

     Section 4.  Powers of Committees.  No committee designated or
appointed by the Board of Directors shall have the power or authority of
the Board in reference to (a) amending the Certificate of Incorporation,
(b) adopting an agreement of merger or consolidation, (c) recommending to
the stockholders the sale, lease or exchange of all or substantially all of
the corporation's property and assets, (d) recommending to the stockholders
a dissolution of the corporation or a revocation of  dissolutions, (e)
amending the By-Laws of the corporation, (f) declaring dividends, (g)
designating committees, (h) filling vacancies among committee members or
(i) removing officers.  The Executive Committee shall have the power and
authority of the Board to authorize the issuance of shares of capital stock
of the corporation of any class or any series of any class.

     Section 5.  Committee Meetings.  Regular meetings of any committee
designated or appointed by the Board of Directors shall be held at such
times and places and on such notice, if any, as the committee may from time
to time determine.  Special meetings of any committee designated or
appointed by the Board may be called by order of the Chairman of the Board,
Vice Chairman of the Board, President of the corporation, Chairman of the
committee or any two members of any such committee.  Notice shall be given
of the time and place of each special meeting by mailing the same at least
two days before the meeting or by telephoning, telegraphing or delivering
personally the same at least twenty-four hours before the meeting to each
committee member.  Except as otherwise specified in the notice thereof or
as required by law, the Certificate of Incorporation or these By-Laws, any
and all business may be transacted at any regular or special meeting of a
committee.  The Secretary of the corporation shall keep the minutes of the
meetings of all committees designated or appointed by the Board of
Directors and shall be the custodian of all corporation records.

                                 ARTICLE IV
                                  Officers

     Section 1.  General.  The Board of Directors shall elect the officers
of the corporation, which shall include a President, a Secretary and a
Treasurer and such other or additional officers (including, without
limitation, a Chairman of the Board, one or more Vice Chairmen of the
Board, Vice Presidents, Assistant Vice Presidents, Assistant Secretaries
and Assistant Treasurers) as the Board of Directors may designate.

     Section 2.  Term of Office; Removal and Vacancy.  Each officer shall
hold his office until his successor is elected and qualified or until his
earlier resignation or removal.  Any officer or agent shall be subject to
removal with or without cause at any time by the Board of Directors. 
Vacancies in any office, whether occurring by death, resignation, removal
or otherwise, may be filled by the Board of Directors.

     Section 3.  Powers and Duties.  Each of the officers of the
corporation shall, unless otherwise ordered by the Board of Directors, have
such powers and duties as generally pertain to his respective office as
well as such powers and duties as from time to time may be conferred upon
him by the Board of Directors.  Unless otherwise ordered by the Board of
Directors after the adoption of these By-Laws, the Chairman of the Board,
or, when the office of Chairman of the Board is vacant, the President,
shall be the chief executive officer of the corporation.

     Section 4.  Power to Vote Stock.  Unless otherwise ordered by the
Board of Directors, the Chairman of the Board and the President each shall
have full power and authority on behalf of the corporation to attend and to
vote at any meeting of stockholders of any corporation in which this
corporation may hold stock, and may exercise on behalf of this corporation
any and all of the rights and powers incident to the ownership of such
stock at any such meeting and shall have power and authority to execute and
deliver proxies, waivers and consents on behalf of the corporation in
connection with the exercise by the corporation of the rights and powers
incident to the ownership of such stock.  The Board of Directors, from time
to time, may confer like powers upon any other person or persons.

                                 ARTICLE V
                               Capital Stock

     Section 1.  Certificates of Stock.  Certificates for stock of the
corporation shall be in such form as the Board of Directors may from time
to time prescribe and shall be signed by the Chairman of the Board or a
Vice Chairman of the Board or the President or a Vice President and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary.

     Section 2.  Transfer of Stock.  Shares of capital stock of the
corporation shall be transferable on the books of the corporation only by
the holder of record thereof, in person or by duly authorized attorney,
upon surrender and cancellation of certificates for a like number of
shares, with an assignment or power of transfer endorsed thereon or
delivered therewith, duly executed, and with such proof of the authenticity
of the signature and of authority to transfer, and of payment of transfer
taxes, as the corporation or its agents may require.

     Section 3.  Ownership of Stock.  The corporation shall be entitled to
treat the holder of record of any share or shares of stock as the owner
thereof in fact and shall not be bound to recognize any equitable or other
claim to or interest in such shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by law.

                                 ARTICLE VI
                               Miscellaneous

     Section 1.  Corporate Seal.  The seal of the corporation shall be
circular in form and shall contain the name of the corporation and the year
and state of incorporation.

     Section 2.  Fiscal Year.  The Board of Directors shall have power to
fix, and from time to time to change, the fiscal year of the corporation.

                                ARTICLE VII
                                 Amendment

     The Board of Directors shall have the power to make, alter or repeal
the By-Laws of the corporation subject to the power of the stockholders to
alter or repeal the By-Laws made or altered by the Board of Directors.

                                ARTICLE VIII
                              Indemnification

     The corporation shall indemnify any director or officer of the
corporation to the full extent permitted by law.  Without limiting the
generality of the foregoing, each director and officer of the corporation
shall be indemnified by the corporation against all costs, expenses and
liabilities reasonably incurred by him in connection with or resulting from
any action, suit or proceeding to which he may be made a party by reason of
his being or having been a director or officer of the corporation except in
relation to matters which shall have been occasioned by the willful
misconduct or dishonesty of such officer or director.  The foregoing right
of indemnification shall cover amounts paid in settlement of any such
action, suit or proceeding when such settlement appears to be in the
interest of the corporation.  The foregoing right of indemnification shall
not be exclusive of other rights to which he may be entitled as a matter of
law.