Exhibit 3.1

                    FOURTH RESTATED ARTICLES OF INCORPORATION
                                       OF
                              WTD INDUSTRIES, INC.


         These Fourth Restated Articles of Incorporation of WTD Industries, Inc.
are adopted  pursuant to the Oregon  Business  Corporation Act and supersede any
previous Articles of Incorporation or amendments thereto.

                                 ARTICLE 1. NAME

                  The name of the corporation is WTD Industries, Inc.

                               ARTICLE 2. DURATION

                  The period of the corporation's duration shall be perpetual.

                         ARTICLE 3. PURPOSES AND POWERS

         The purpose for which the  corporation is organized is to engage in any
business,  trade or activity  which may  lawfully be  conducted  by  corporation
organized under the Oregon Business Corporation Act.

         The corporation  shall have the authority to engage in any and all such
activities as are  incidental or conducive to the  attainment of the purposes of
the corporation and to exercise any and all powers authorized or permitted under
any  laws  that  may  be  now  or  hereafter  applicable  or  available  to  the
corporation.

                                ARTICLE 4. SHARES

4.1      Authorized Capital.


         The  corporation  is  authorized  to issue two  classes  of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total number
of shares of stock which the corporation  shall have authority to issue shall be
fifty million  (50,000,000),  consisting of forty million (40,000,000) shares of
Common  Stock,  having no par  value,  and ten  million  (10,000,000)  shares of
Preferred Stock, having no par value.

4.2      Common Stock.

         Subject to any  preferential  or other rights  granted to any series of
Preferred  Stock, the holders of shares of the Common Stock shall be entitled to
receive dividends out of funds of the corporation legally available therefor, at
the rate and at the time or times as may be provided  by the Board of  Directors
and shall be entitled to receive  distributions  legally payable to shareholders
on  the  liquidation  of  the  corporation.  Unless  otherwise  provided  by the
corporation's  articles  of  incorporation  or  by  the  corporation's  Plan  of
Reorganization  (together with the documents  attached as Exhibits thereto,  the
"Plan"), as approved by order of the United States Bankruptcy

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Court for the Western  District of  Washington,  the holders of shares of Common
Stock, on the basis of one vote per share,  shall have the right to vote for the
election of members of the Board of Directors of the  corporation  and the right
to vote on all other  matters,  except  where a separate  class or series of the
corporation's shareholders vote by class or series.

4.3      Preferred Stock.


         4.3.1    Issuance of Preferred Stock in Series.


         The Preferred  Stock  authorized by these Fourth  Restated  Articles of
Incorporation  shall be issued  from time to time in  series.  The  initial  two
series of Preferred  Stock shall be  designated  "Series A Preferred  Stock" and
"Series B Preferred Stock." The rights,  preferences,  privileges,  restrictions
granted to and  imposed on the Series A  Preferred  Stock,  which  series  shall
consist of five hundred thousand  (500,000)  shares,  and the Series B Preferred
Stock, which series shall consist of five hundred thousand (500,000) shares, are
as set forth below in this Article 4 and in the Plan.  Except as to the Series A
and  Series  B  Preferred  Stock  and  except  as  otherwise   provided  in  the
corporation's  articles  of  incorporation,  the  Board  of  Directors  of  this
corporation is hereby authorized to fix the number of shares,  and determine the
designation  of each series of  Preferred  Stock and may  determine or alter the
rights,  preferences,  privileges and restrictions  granted to or imposed on any
wholly unissued series of Preferred  Stock.  The Series A and Series B Preferred
Stock  are  sometimes  hereinafter  referred  to  collectively  as  the  "Series
Preferred Stock."

         4.3.2    Dividends.


         The  holders of shares of Series  Preferred  Stock shall be entitled to
receive dividends,  out of any assets legally available  therefor,  prior and in
preference to any declaration or payment of any dividend  (payable other than in
Common Stock of this corporation) on the Common Stock of this  corporation.  The
holders  of shares of Series A  Preferred  Stock  shall be  entitled  to receive
dividends, out of any assets legally available therefor, prior and in preference
to any  declaration  or payment of any dividend on shares of any other series of
Preferred Stock, including, without limitation, shares of the Series B Preferred
Stock of this  corporation.  Holders of shares of Series A Preferred Stock shall
be  entitled  to  receive  dividends  at a rate equal to the  Dividend  Rate (as
hereinafter  defined)  multiplied  by the  Series A  Original  Issue  Price  (as
hereinafter defined) per share of the Series A Preferred Stock then outstanding,
payable in cash out of the assets of the corporation legally available therefor,
quarterly in advance  beginning on November 30, 1992 (each such  quarterly  date
being a "Dividend  Date").  "Dividend  Rate"  shall mean a rate of interest  per
annum equal to the "base" or "prime" rate of Bank (as hereinafter defined) which
rate is in effect on the date that is five  business  days prior to the Dividend
Date and which  serves as the basis upon which  effective  rates of interest are
calculated   for  those  loans  making   reference   thereto;   provided   that,
notwithstanding the foregoing,  in no event shall the Dividend Rate be less than
6% per annum,  nor more than 9% per annum.  "Bank"  shall mean Bank of  America,
N.A., or in the event that such bank shall no longer publicly  announce a "base"
or "Prime" rate, Wells Fargo Bank, N.A. Notwithstanding the foregoing,  from the
date the corporation  receives any payment  blockage notice described in Section
3.2(g) of the Plan (a  "Blockage  Notice"),  which  Blockage  Notice  remains in
effect (such  effective  period being the "Blockage  Period"),  the  corporation
shall  cease to pay  dividends  to the  holders of shares of Series A  Preferred
Stock.

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During the Blockage Period,  the corporation shall deposit the dividends
that would  otherwise be payable to the holders of Series A Preferred Stock (the
"Escrowed   Dividends")   with  any  bank,  trust  company  or  other  financial
institution  that provides trust services in the regular course of its business,
in any case having aggregate  capital and surplus in excess of $100,000,000,  as
escrow agent (the "Escrow Agent"), upon the terms described in the Plan. Subject
to the provisions of the Plan, and provided that the Escrowed Dividends have not
previously  been  applied to the  corporation's  obligations  to any other party
pursuant to the Plan, the Escrow Agent shall be required, under the terms of the
escrow, to pay the Escrowed Dividends to the record holders of Series A Stock to
which the  dividends  would have been paid if  timely,  upon the  expiration  or
termination of all Blockage Periods then in effect.

         4.3.3    Liquidation Preference


         (a) In the event of any  liquidation,  dissolution or winding up of the
corporation,  either  voluntary or  involuntary,  the assets of the  corporation
available for  distribution  shall be  distributed  in the  following  order and
amount:

                   (i) First,  the holders of the Series A Preferred  Stock then
         outstanding  shall be entitled  to receive an amount  equal to $100 for
         each outstanding share of such Series A Preferred Stock,  appropriately
         adjusted  for  any  stock  dividend,   split,  combination  or  similar
         recapitalization  of such  Series A  Preferred  Stock  (the  "Series  A
         Original  Issue  Price")  and,  in  addition,  an  amount  equal to any
         dividends  accrued  but  not  paid  on  each  such  share,  subject  to
         subsection 4.3.3(b) hereof.

                  (ii) Second,  the holders of the Series B Preferred Stock then
         outstanding  shall be entitled  to receive an amount  equal to $100 for
         each outstanding share of such Series B Preferred Stock,  appropriately
         adjusted  for  any  stock  dividend,   split,  combination  or  similar
         recapitalization  of such  Series B  Preferred  Stock  (the  "Series  B
         Original  Issue  Price")  and,  in  addition,  an  amount  equal to any
         dividends  accrued  but  not  paid  on  each  such  share,  subject  to
         subsection 4.3.3(c) hereof.

                 (iii) After  setting  apart or paying in full the  preferential
         amounts due the holders of the Series A Preferred  Stock and the Series
         B  Preferred   Stock,  as  provided  above,  if  assets  available  for
         distribution   remain  in  the   corporation,   the   holders   of  the
         corporation's  Common  Stock shall be entitled to share  ratably in the
         remaining assets of the corporation.


         (b) If, upon the occurrence of any liquidation,  dissolution or winding
up of the corporation and the distribution of the corporation's  assets pursuant
to  subsection  4.3.3(a)(i),  such assets  available for  distribution  shall be
insufficient  to permit  the  payment to the  holders of the Series A  Preferred
Stock of the full preferential  amounts to which they may be entitled,  then the
entire assets of the corporation  legally  available for  distribution  shall be
distributed ratably among the holders of shares of the Series A Preferred Stock.




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         (c) If, upon the occurrence of any liquidation,  dissolution or winding
up of the corporation and the distribution of the corporation's  assets pursuant
to subsection  4.3.3(a)(ii),  such assets  available for  distribution  shall be
insufficient  to permit  the  payment to the  holders of the Series B  Preferred
Stock of the full preferential  amounts to which they may be entitled,  then the
entire  assets of the  corporation  legally  available for  distribution  to the
holders of the Series B Preferred  Stock shall be distributed  ratably among the
holders of shares of the Series B Preferred Stock.

         (d)  Whenever a  distribution  of assets  provided  for in this Section
4.3.3  shall  be  payable  in  property  other  then  cash,  the  value  of such
distribution  shall be the fair market value of such  property as  determined in
good faith by the Board of Directors of the corporation.

         4.3.4    Redemption.


         (a) The  corporation  may,  at any time it may  lawfully  do so, at the
option  of the  Board of  Directors,  redeem  in whole or in part the  shares of
Series A Preferred Stock by paying therefor a sum equal to the Series A Original
Issue  Price  for each  such  share to be  redeemed  plus the sum of all  unpaid
dividends  accrued with respect  thereto,  as adjusted for stock  splits,  stock
dividends or similar  recapitalizations  (the "Series A Redemption Price").  The
corporation  may,  at the  option of the Board of  Directors,  pay the  Series A
Redemption Price in cash or in the form of senior unsecured indebtedness, on the
terms described in Section 4.3.5. Unless otherwise provided by the Plan, if less
than all shares of the Series A Preferred  Stock are to be redeemed,  the shares
of Series A Preferred  Stock shall be redeemed  pro rata from the holders of the
Series A Preferred Stock. The corporation may at any time it may lawfully do so,
(i) after all shares of Series A Preferred Stock have been redeemed  pursuant to
this  subsection  4.3.4(a),  and (ii) if any shares of Series A Preferred  Stock
have been redeemed  pursuant to this subsection  4.3.4(a) in exchange for senior
unsecured  indebtedness  on the terms  described  in Section  4.3.5,  after such
senior unsecured  indebtedness has been paid in full, at the option of the Board
of Directors,  redeem in whole or in part the shares of Series B Preferred Stock
by paying  therefor a cash sum equal to the Series B  Original  Issue  Price for
each such share to be redeemed plus the sum of all unpaid dividends accrued with
respect  thereto,  as adjusted  for stock  splits,  stock  dividends  or similar
recapitalizations  (the "Series B Redemption Price"). If less than all shares of
the  Series B  Preferred  Stock  are to be  redeemed,  the  shares  of  Series B
Preferred  Stock  shall be  redeemed  pro rata from the  holders of the Series B
Preferred Stock.

         (b) (i) At least 30 but no more  than 60 days  prior to the date  fixed
         for any redemption of Series  Preferred  Stock (the "Series  Redemption
         Date"), written notice shall be mailed, postage prepaid, to each holder
         of record (at the close of business on the business day next  preceding
         the day on which  notice is given) of the Series Preferred  Stock to be
         redeemed,  at the address last shown on the records of this corporation
         for such  holder  or given by the  holder to this  corporation  for the
         purpose  of  notice,  notifying  such  holder of the  redemption  to be
         effected,  specifying the series Redemption Date, the Series Redemption
         Price, the form of payment,  the place at which payment may be obtained
         and the date on which such holder's  conversion rights (as set forth in
         Section 4.3.6) as to such shares terminate and calling upon such holder
         to  surrender  to this  corporation,  in the  manner  and at the  place
         designated,  such holder's certificate or certificates representing the
         shares to be  redeemed  (the  "Series  Redemption  Notice").  Except as
         provided  in  subparagraph   4.3.4(b)(ii),   on  or  after  the  Series
         Redemption  Date, each holder of Series

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         Preferred Stock to be redeemed shall surrender to this  corporation the
         certificate or certificates representing such shares, in the manner and
         at the place designated in the Series Redemption  Notice, and thereupon
         the Series Redemption Price of such shares shall be payable in the form
         determined by the Board of Directors  pursuant to subsection  4.3.4(a),
         to the person whose name appears on such certificate or certificates as
         the owner thereof and each surrendered  certificate shall be cancelled.
         In the  event  less  than  all  the  shares  represented  by  any  such
         certificate   are  redeemed,   a  new   certificate   shall  be  issued
         representing the unredeemed shares.

                  (ii) From and after the Series  Redemption Date, all dividends
         on the Series  Preferred Stock  designated for redemption in the Series
         Redemption  Notice shall cease to accrue,  all rights of the holders of
         such shares as holders of Series  Preferred  Stock (except the right to
         receive the series Redemption Price in the form determined by the Board
         of Directors pursuant to subsection  4.3.4(a),  upon surrender of their
         certificate or  certificates)  shall cease with respect to such shares,
         and such shares shall not  thereafter  be  transferred  on the books of
         this  corporation  or be  deemed  to be  outstanding  for  any  purpose
         whatsoever.

                 (iii)  In  the  event  that  the  Series  Redemption  Price  is
         determined by the Board of Directors pursuant to subsection 4.3.4(a) to
         be  paid  in  cash,  the  following   provisions  of  this   subsection
         4.3.4(b)(iii)  shall apply:  Three days prior to the Series  Redemption
         Date, this corporation shall deposit the Series Redemption Price of all
         outstanding  shares of Series Preferred Stock designated for redemption
         in the Series  Redemption  Notice,  and not yet redeemed or  converted,
         with a bank or trust company  having  aggregate  capital and surplus in
         excess of $50,000,000 as a trust fund for the benefit of the respective
         holders of the shares  designated  for redemption and not yet redeemed.
         Simultaneously, this corporation shall deposit irrevocable instructions
         and  authority  to such bank or trust  company to publish the notice of
         redemption  thereof (or to complete  such  publication  if  theretofore
         commenced)  and to pay, on and after the date fixed for  redemption  or
         prior thereto, the Series Redemption Price of each share to the holders
         thereof upon surrender of their  certificates.  Any monies deposited by
         this corporation pursuant hereto for the redemption of shares which are
         thereafter  converted  into shares of Common Stock  pursuant to Section
         4.3.6 hereof no later than the Series Redemption Date shall be returned
         to this corporation forthwith upon such conversion.  The balance of any
         monies  deposited  by  this   corporation   pursuant  hereto  remaining
         unclaimed at the expiration of one year following the Series Redemption
         Date shall  thereafter be returned to this corporation upon its request
         expressed in a resolution of its Board of Directors,  provided that the
         shareholder  to which such monies would be payable  hereunder  shall be
         entitled, upon proof of its ownership of the Series Preferred Stock and
         payment of any bond  requested  by the  corporation,  to  receive  such
         monies but without interest from the Series Redemption Date.

                  (iv)  The  rights  contained  in  this  Section  4.3.4  are in
         addition  to  any  other  rights  of  this  corporation  under  law  to
         repurchase part or all of the Series Preferred Stock.





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         4.3.5    Exchange.


         The terms of the senior unsecured indebtedness shall be as set forth in
a Senior Indebtedness  Agreement which shall include, but not be limited to, the
following terms:  Such  indebtedness will bear interest at 12 percent per annum,
be payable  quarterly in arrears in cash, and will mature on the date that is 10
years after the exchange was effected.  The indebtedness shall be required to be
repaid prior to maturity in installments of 20 percent of the original principal
amount per year,  beginning  at the end of the sixth year after the exchange has
been effected. Such Senior Indebtedness Agreement shall be the obligation of the
corporation  and each of its  subsidiaries  (as defined in the Plan) and contain
affirmative  and negative  covenants  (excluding  financial  covenants) and such
terms of default and default  remedies as are  customary in  commercial  lending
transactions  involving borrowers of financial position and condition comparable
to that of the  corporation  at the time of such  redemption.  Unless  and until
agreement  is  reached on all terms of the Senior  Indebtedness  Agreement,  the
corporation  shall not redeem the Series A Preferred  Stock other than for cash,
and if such  agreement is not reached  prior to a Series  Redemption  Date,  the
corporation will withdraw any Series A Redemption  Notice  immediately  prior to
the Series A Redemption  Date specified  therein to the extent the redemption is
to be made other than for cash.

         4.3.6    Conversion.


         The holders of the Series Preferred Stock shall have conversion  rights
as follows (the "Conversion Rights"):

         (a) (i) Each share of Series A Preferred  Stock shall be convertible at
         the option of the holder  thereof at any time after April 30, 1999, and
         prior to the close of  business  on any Series  Redemption  Date as may
         have been fixed in any series  Redemption  Notice with  respect to such
         share,  into such  number  of fully  paid and  nonassessable  shares of
         Common Stock as are equal to the product  obtained by  multiplying  the
         number of shares of Series A  Preferred  Stock being  converted  by the
         Series A Conversion Rate (determined under subsection  4.3.6(c)).  Each
         share of Series B Preferred Stock shall be convertible at the option of
         the holder  thereof at any time prior to the close of  business  on any
         Series  Redemption Date as may have been fixed in any Series Redemption
         Notice with  respect to such share,  into such number of fully paid and
         nonassessable  shares  of  Common  Stock as are  equal  to the  product
         obtained  by  multiplying  the  number of shares of Series B  Preferred
         Stock being converted by the Series B Conversion Rate (determined under
         subsection 4.3.6(c)).

                  (ii) In the event of a call for  redemption  of any  shares of
         Series Preferred Stock pursuant to Section 4.3.4 hereof, the Conversion
         Rights shall  terminate as to the shares  designated  for redemption at
         the close of business on the Series  Redemption Date, unless default is
         made in payment of the Series Redemption Price.

                 (iii) Each share of Series A Preferred Stock may, at the option
         of the  corporation's  Board of Directors,  automatically  be converted
         into the  number  of shares of Common  Stock  (determined  pursuant  to
         subsection  4.3.6(a)(i))  into which such Series A  Preferred  Stock is
         then  convertible  if, at any time,  the Common Stock is then listed or
         admitted  to  unlisted  trading  privileges  on a  national  securities
         exchange or is admitted for 

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<PAGE>
         quotation  under  the  National   Association  of  Securities   Dealers
         Automated  Quotations System ("NASDAQ") or similar automated  quotation
         system and the average  market price (as  hereinafter  defined)  over a
         period of 20  consecutive  trading  days is 120 percent of the Series A
         Conversion Price (determined under subsection 4.3.6(c)); provided, that
         all accrued but unpaid dividends with respect to each share of Series A
         Preferred  Stock,  as adjusted  for stock  splits,  stock  dividends or
         similar recapitalizations, shall be paid upon the effective date of the
         conversion of such shares, to the persons entitled to receive shares of
         Common  Stock upon such  conversion.  Each share of Series B  Preferred
         Stock  may,  at the  option of the  corporation's  Board of  Directors,
         automatically  be  converted  into the number of shares of Common Stock
         (determined pursuant to subsection  4.3.6(a)(i)) into which such Series
         B Preferred Stock is then convertible if, at any time, the Common Stock
         is then listed or admitted to unlisted trading privileges on a national
         securities  exchange or is admitted for  quotation  under the NASDAQ or
         similar  automated  quotation  system and the average  market price (as
         hereinafter  defined) over a period of 20  consecutive  trading days is
         120  percent  of  the  Series  B  Conversion  Price  (determined  under
         subsection 4.3.6(c)).  The "market price" for each trading day shall be
         (A) if the  Common  Stock  shall at the time be listed or  admitted  to
         unlisted  trading  privileges on the New York Stock Exchange,  the last
         reported  sale price  regular way of the Common Stock on the  composite
         tape (or if the Common  Stock at the time be not so listed or  admitted
         to unlisted  trading  privileges on the New York Stock  Exchange but be
         listed or admitted to unlisted  trading  privileges on another national
         securities  exchange,  on the  basis of the last  reported  sale  price
         regular way on the securities  exchange on which the Common Stock is at
         the time listed or admitted to  unlisted  trading  privileges)  on each
         such trading day upon which such a sale shall have been effected (or if
         no sale takes place on any such day on such exchange,  the mean between
         the closing bid and asked  prices on such day as  officially  quoted on
         such exchange), or (B) if the Common Stock is not at the time so listed
         or admitted to unlisted  trading  privileges  on a national  securities
         exchange,  the last quoted  sales price or, if not so quoted,  the mean
         between the highest  reported bid and lowest  reported  asked prices of
         the Common Stock in the  over-the-counter  market on each such business
         day, each as reported by NASDAQ or similar organization if NASDAQ is no
         longer reporting such information.


         (b) Before any holder of Series  Preferred  Stock  shall be entitled to
convert the same into shares of Common  Stock,  such holder shall  surrender the
certificate  or  certificates  therefor,  duly  endorsed,  at the office of this
corporation  or of any  transfer  agent for such stock,  and shall give  written
notice by mail, postage prepaid,  to this corporation at its principal corporate
office,  of the election to convert the same and shall state therein the name or
names in which the certificate or certificates for shares of Common Stock are to
be  issued;  provided,  however,  that in the event of an  automatic  conversion
pursuant  to  subsection  4.3.6(a)(iii),  the  outstanding  shares  of  Series A
Preferred Stock or Series B Preferred  Stock, as applicable,  shall be converted
automatically  without  any  further  action by the  holders of such  shares and
whether or not the certificates  representing such shares are surrendered to the
corporation or its transfer  agent,  and provided  further that the  corporation
shall not be obligated  to issue  certificates  evidencing  the shares of Common
Stock issuable upon such automatic conversion unless the certificate  evidencing
such  shares  of  Series A  Preferred  Stock or  Series B  Preferred  Stock,  as
applicable,  are either  delivered to the  corporation or its transfer agent, or
the holder notifies the corporation or 

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its transfer agent that such  certificates  have been lost,  stolen or destroyed
and executes an  agreement  satisfactory  to the  corporation  to indemnify  the
corporation  from any loss incurred by it in connection with such  certificates.
In the case of any conversion  provided  herein,  (i) the corporation  shall, as
soon as practicable thereafter, issue and deliver at such office to such holder,
or to the nominee or nominees of such holder,  a certificate or certificates for
the number of shares of Common  Stock to which such holder  shall be entitled as
aforesaid,  and  (ii)  such  conversion  shall  be  deemed  to  have  been  made
immediately  prior to the close of business on the date of such surrender of the
shares to be converted, and the person or persons entitled to receive the shares
of Common Stock issuable upon such conversion  shall be treated for all purposes
as the record holder or holders of such shares of Common Stock as of such date.

         (c) The conversion  rate for the Series A Preferred  Stock in effect at
any time (the  "Series A  Conversion  Rate")  shall  equal the Series A original
Issue Price divided by the Series A Conversion  Price,  as defined  herein.  The
conversion  rate for the  Series B  Preferred  Stock in  effect at any time (the
"Series B  Conversion  Rate")  shall  equal the  Series B original  issue  Price
divided by the Series B Conversion  Price,  as defined  herein.  The  conversion
price for the Series A Preferred  Stock in effect  from time to time,  except as
adjusted in accordance with subsection  4.3.6(d),  shall be $7.50 (the "Series A
Conversion  Price").  The conversion  price for the Series B Preferred  Stock in
effect  from time to time,  except as  adjusted in  accordance  with  subsection
4.3.6(d), shall be $2.873 (the "Series B Conversion Price").


         (d) The Series A  Conversion  Price and the Series B  conversion  Price
shall be subject to adjustment from time to time as follows:

                   (i) In the event the  corporation  should at any time or from
         time to  time  after  the  earliest  date on  which  shares  of  Series
         Preferred Stock are issued (the "Purchase  Date") fix a record date for
         the effectuation of a split or subdivision of the outstanding shares of
         Common Stock or the  determination  of holders of Common Stock entitled
         to  receive a dividend  or other  distribution  payable  in  additional
         shares of Common Stock or other securities or rights  convertible into,
         or  entitling  the holder  thereof to receive  directly or  indirectly,
         additional shares of Common Stock  (hereinafter  referred to as "Common
         Stock Rights") without payment of any  consideration by such holder for
         the  additional  shares  of Common  Stock or the  Common  Stock  Rights
         (including  the  additional   shares  of  Common  Stock  issuable  upon
         conversion or exercise  thereof),  then, as of such record date (or the
         date of such dividend,  distribution, split or subdivision if no record
         date is  fixed),  the  Series  A  Conversion  Price  and the  Series  B
         Conversion Price shall be appropriately decreased so that the number of
         shares of Common  Stock  issuable on  conversion  of each share of such
         series shall be increased in proportion to such increase of outstanding
         shares.

                  (ii) If the number of shares of Common  Stock  outstanding  at
         any time after the Purchase Date is decreased by a  combination  of the
         outstanding shares of Common Stock, then,  following the record date of
         such  combination,  the  Series A  Conversion  Price  and the  Series B
         Conversion Price shall be appropriately increased so that the number of
         shares of Common  Stock  issuable on  conversion  of each share of such
         series shall be decreased in proportion to such decrease in outstanding
         shares.


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<PAGE>
         (e) In the event this corporation shall declare a distribution  payable
in  securities  of other  persons,  evidences  of  indebtedness  issued  by this
corporation or other persons,  assets  (excluding  cash dividends) or options or
rights not referred to in Section 4.3.2 or subsection  4.3.6(d)(i) hereof, then,
in each such case for the purpose of this  subsection  4.3.6(e),  the holders of
the Series A Preferred  Stock and the Series B Preferred Stock shall be entitled
to a  proportionate  share of any such  distribution  as  though  they  were the
holders of the number of shares of Common  Stock of the  corporation  into which
their  shares of such  Series A  Preferred  Stock or Series B  Preferred  Stock,
respectively,  are convertible as of the record date fixed for the determination
of the  holders of Common  Stock of the  corporation  entitled  to receive  such
distribution.


         (f)  If  at  any  time  or  from  time  to  time   there   shall  be  a
recapitalization  of the Common Stock (other than a subdivision,  combination or
merger or sale of assets transaction provided for elsewhere in Sections 4.3.3 or
4.3.6),  provision  shall be made so that the  holders of the Series A Preferred
Stock and the Series B Preferred  Stock shall  thereafter be entitled to receive
upon  conversion  of the Series A  Preferred  Stock and the  Series B  Preferred
Stock,  respectively,  the  number  of shares  of stock or other  securities  or
property  of the  Company  or  otherwise,  to which a  holder  of  Common  Stock
deliverable upon conversion  would have been entitled on such  recapitalization.
In any such case, appropriate adjustment shall be made in the application of the
provisions  of this  Section  4.3.6 with respect to the rights of the holders of
the  Series A  Preferred  Stock  and the  Series B  Preferred  Stock  after  the
recapitalization to the end that the provisions of this Section 4.3.6 (including
adjustment  of the Series A Conversion  Price and the Series B Conversion  Price
then in effect  and the  number of shares  purchasable  upon  conversion  of the
Series A Preferred  Stock and the Series B Preferred  Stock) shall be applicable
after that event as nearly equivalent as may be practicable.


         (g) This  corporation  will not,  by  amendment  of these  Articles  of
Incorporation  or through  any  reorganization,  recapitalization,  transfer  of
assets, consolidation,  merger, dissolution,  issue or sale of securities or any
other voluntary action,  avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed hereunder by this corporation,  but
will at all times in good faith assist in the carrying out of all the provisions
of this  Section  4.3.6 and in the taking of all such action as may be necessary
or appropriate in order to protect the conversion  rights as provided  herein of
the holders of the Series Preferred Stock against impairment.

         (h) (i) No  fractional  shares shall be issued upon  conversion  of the
         Series A  Preferred  Stock  and the  Series B  Preferred  Stock and the
         number of shares of Common  Stock to be issued  shall be rounded to the
         nearest  whole  share,  determined  on the basis of the total number of
         shares  of the  Series A  Preferred  Stock and the  Series B  Preferred
         Stock,  respectively,  the holder is at the time converting into Common
         Stock and the  number of shares  of  Common  Stock  issuable  upon such
         aggregate conversion.

                  (ii) Upon the occurrence of each adjustment or readjustment of
         the Series A Conversion Price or the Series B Conversion Price pursuant
         to this 

                                       27
<PAGE>
         Section 4.3.6, this corporation, at its expense, shall promptly compute
         such adjustment or readjustment in accordance with the terms hereof and
         prepare  and  furnish to each  holder of Series A  Preferred  Stock and
         Series B Preferred Stock, as appropriate,  a certificate  setting forth
         such  adjustment or  readjustment  and showing in detail the facts upon
         which such adjustment or readjustment is based. This corporation shall,
         upon  the  written  request  at any  time of any  holder  of  Series  A
         Preferred  Stock or Series B  Preferred  Stock,  furnish or cause to be
         furnished  to such  holder a like  certificate  setting  forth (A) such
         adjustment and  readjustment,  and (B) the Series A Conversion Price or
         the Series B Conversion  Price at the time in effect for such series of
         Series Preferred Stock.


         (i) In the event of any taking by this  corporation  of a record of the
holders of any class of securities  for the purpose of  determining  the holders
thereof who are entitled to receive any dividend (other than a cash dividend) or
other  distribution,  any right to subscribe for,  purchase or otherwise acquire
any  shares of stock of any class or any other  securities  or  property,  or to
receive any other right,  this  corporation  shall mail to each holder of Series
Preferred Stock, at least 20 days prior to the date specified  therein, a notice
specifying  the date on which any such  record is to be taken for the purpose of
such  dividend,  distribution  or right,  and the amount and  character  of such
dividend, distribution or right.


         (j) This corporation  shall at all times reserve and keep available out
of its authorized but unissued  shares of Common Stock solely for the purpose of
effecting the conversion of shares of Series Preferred Stock, such number of its
shares of Common  Stock as shall from time to time be  sufficient  to effect the
conversion of all outstanding  shares of Series  Preferred  Stock; and if at any
time the number of authorized  but unissued  shares of Common Stock shall not be
sufficient  to effect the  conversion of all then  outstanding  shares of Series
Preferred Stock, this corporation will take such corporate action as may, in the
opinion of its counsel,  be necessary  to increase its  authorized  but unissued
shares of Common Stock to such number of shares as shall be sufficient  for such
purposes.


         (k) Any notice  required by the  provisions of this Section 4.3.6 to be
given to the holders of shares of Series  Preferred  Stock shall be deemed given
if  deposited  in the  United  States  mail,  postage  prepaid,  return  receipt
requested and addressed to each holder of record at his address appearing on the
books of this corporation.


         (1) At any  time,  in the event of any  consolidation  or merger of the
corporation with or into another  corporation or other entity or person,  or any
other  corporate  reorganization  or other  transaction  or  series  of  related
transactions by the corporation, in any such case, in which more than 50 percent
of the voting  power of the  corporation  is  transferred,  then  holders of the
Series  Preferred  Stock  shall  receive  the number of shares of stock or other
securities or property  (including  cash) which a holder of the number of shares
of Common Stock deliverable upon conversion of such Series Preferred Stock would
have  been  entitled  on such  consolidation,  merger,  reorganization  or other
transaction.

                                       28
<PAGE>
         4.3.7    Voting Rights.


         (a) The  holders  of  outstanding  shares  of  each  series  of  Series
Preferred  Stock shall have the right to vote as a separate voting group, on the
basis of one vote for each share of Common Stock into which such holders' shares
of such  series of Series  Preferred  Stock  could then be  converted  (with any
fractional share determined on an aggregate conversion basis being rounded up to
the  next  highest  whole  share),   on  any  amendment  to  these  Articles  of
Incorporation   which  (A)  increases  or  decreases  the  aggregate  number  of
authorized  shares of such  series of Series  Preferred  Stock,  (B)  effects an
exchange  or  reclassification  of all or part of the  shares of such  series of
Series  Preferred Stock into shares of another class, (C) effects an exchange or
reclassification, or creates the right of exchange, of all or part of the shares
of another  class into  shares of such  series of Series  Preferred  Stock,  (D)
changes the  designation,  rights,  preferences or limitations of all or part of
the shares of such series of Series  Preferred  Stock, (E) changes the shares of
all or part of such series of Series  Preferred Stock into a different number of
shares of the same  class,  (F) creates a new class of shares  having  rights or
preferences  with respect to  distributions  or to  dissolution  that are prior,
superior or substantially equal to the shares of such series of Series Preferred
Stock, (G) increases the rights,  preferences or number of authorized  shares of
any class that, after giving effect to the amendment, have rights or preferences
with respect to  distributions or to dissolution  that are prior,  superior,  or
substantially  equal to the shares of such series of Series Preferred Stock, (H)
limits or denies an  existing  preemptive  right of all or part of the shares of
such  series of Series  Preferred  Stock,  or (I) cancels or  otherwise  affects
rights to  distributions  or dividends  that have  accumulated  but not yet been
declared on all or part of the shares of such series of Series  Preferred Stock,
and with respect to such vote, shall be entitled,  notwithstanding any provision
hereof, to notice of any shareholders'  meeting in accordance with the bylaws of
this corporation.


         (b)  If a  Covenant  Violation  (as  hereinafter  defined)  shall  have
occurred and be  continuing  or if  dividends  payable on the Series A Preferred
Stock  shall  have been in  arrears  and not  paid,  or deemed to have been paid
pursuant to the next sentence, in full for (i) three consecutive quarters,  (ii)
any four quarters during any consecutive  twenty-four month period, or (iii) any
eight  quarters (any such series of arrearages  described in clauses (i) through
(iii) being an "Arrearage  Event"),  the holders of the Series A Preferred Stock
shall have the  exclusive  right to elect that number of persons to the Board of
Directors of the corporation such that such number of persons shall constitute a
majority  of the  Board  of  Directors  of the  corporation,  by  replacing  the
incumbent Directors, by adding new members to the Board of Directors, or through
any combination of the above.  Notwithstanding the foregoing,  if a dividend has
not been paid in full (a) for a  particular  quarter and the  corporation  makes
such payment on or before the next scheduled  dividend  payment date, and timely
pays the next dividend on its scheduled  dividend payment date or (b) during any
Blockage Period and the corporation (x) deposits the amount payable with respect
to such dividend into escrow in accordance with Section 4.3.2 when due or within
the time provided in clause (a) above of this subsection 4.3.7(b), and (y) makes
such payment  through the release of Escrowed  Dividends  within five days after
the  expiration  or  termination  of all  Blockage  Periods then in effect or as
otherwise provided by the Plan, then, in either such case, such nonpayment shall
be deemed to be timely paid and shall not be counted for purposes of clauses (i)
through (iii) above.  The rights of the holders of the Series A Preferred  Stock
pursuant to this  Subsection  4.3.7(b) shall terminate on the date that (i) less
than 25  percent 

                                       29
<PAGE>
of the originally  issued Series A Preferred  Stock remains  outstanding or (ii)
the Covenant  Violation or Arrearage  Event is no longer  continuing or has been
cured.  On any such date (the "Board Recovery  Date"),  the term of any Director
then in office  elected by the holders of Series A Preferred  Stock  pursuant to
this Section 4.3.7 shall terminate and each such Director shall be replaced by a
Director  that  is  appointed  by  the  corporation's  management.  As  soon  as
practicable, but in any event not more than 90 days following the Board Recovery
Date,  the  Board  of  Directors  shall  call a  meeting  of  the  corporation's
shareholders for the purposes of electing all members of the Board of Directors.
The Directors elected at such  shareholders'  meeting shall then remain in place
until the next annual meeting of the corporation's  shareholders or as otherwise
provided by the corporation's  bylaws or articles of incorporation.  A "Covenant
Violation"  shall be deemed to have  occurred  on the date that the  corporation
creates or incurs any liabilities resulting from borrowings,  loans or advances,
whether  secured or unsecured,  other than those permitted by Section 6.02 B. of
the Secured Loan Agreement (as such term is defined in the Plan) if on such date
or after giving effect to such creation or incurrence,  the  corporation's  long
term debt (less current maturities and deferred taxes) exceeds 40 percent of the
aggregate  of the  corporation's  long term debt (less  current  maturities  and
deferred taxes) and stockholder's equity.


         (c) Except as otherwise  provided in this Section  4.3.7 or as required
by the Oregon  Business  Corporation  Act,  the holders of the Series  Preferred
Stock shall have no right to vote on any matter coming before any meeting of the
shareholders of the corporation.

                     ARTICLE 5. REGISTERED OFFICE AND AGENT

         The name of the initial  registered  agent of the  corporation  and the
address of its registered office are as follows:

                              Lawco of Oregon, Inc.
                        111 S.W. Fifth Avenue, Suite 2500
                             Portland, Oregon 97204

                  The agent has consented to the appointment.

                              ARTICLE 6. DIRECTORS

         From the  effective  date of the  corporation's  Plan,  the  number  of
directors constituting the Board of Directors of the corporation shall be seven,
with three  directors  (as  designated in the Plan) to stand for election at the
annual  meeting  of  shareholders  held in  calendar  year  1995 and  with  four
directors  (as  designated  in the Plan) to stand  for  election  at the  annual
meeting of shareholders  held in calendar year 1996.  Thereafter,  the number of
directors constituting the Board of Directors of the corporation, and the method
of electing such  directors,  shall be determined  pursuant to the Bylaws of the
Corporation;  provided  however,  in the  event  the  Board  sets the  number of
Directors to be six (6) or more,  the Board shall be divided into three classes,
with each class to be as nearly equal in number as possible, with the members of
each class to be determined by the Board of Directors and with the terms of such
classes to be as follows:  at least two directors shall be elected for a term of
one year, at least two directors shall be elected for a term of two years and at
least  two  directors  shall be  elected  for a term of three  years and at each
annual shareholders' meeting thereafter the term of directors whose terms expire
on that  date  shall

                                       30
<PAGE>
be elected for a term of three  years.  Unless  otherwise  provided for in these
Fourth Restated Articles of Incorporation, any vacancy of the Board of Directors
to be filled by reason of an increase in the number of  directors  or  otherwise
may be filled only by the  affirmative  vote of a majority of the directors then
in office,  though less than a quorum, or by a sole remaining director,  and the
directors so chosen shall hold office until the next annual  election,  or until
their  successors  are  duly  elected  and  qualified,  or until  their  earlier
resignation or removal.

                   ARTICLE 7. LIMITATION OF DIRECTOR LIABILITY

         To the fullest extent that the Oregon Business  Corporation  Act, as it
exists on the date hereof or may hereafter be amended, permits the limitation or
elimination of the liability of directors,  a director of the corporation  shall
not be liable to the corporation or its  shareholders  for any monetary  damages
for  conduct as a  director.  Any  amendment  to or repeal of this  Article 7 or
amendment to the Oregon Business  Corporation Act shall not adversely effect any
right or protection of a director of the  corporation for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.

                           ARTICLE 8. INDEMNIFICATION

         To the fullest extent not prohibited by law, the corporation: (i) shall
indemnify  any  person  who is made,  or  threatened  to be made,  a party to an
action,   suit  or   proceeding,   whether  civil,   criminal,   administrative,
investigative,  or otherwise  (including an action,  suit or proceeding by or in
the right of the corporation), by reason of the fact that the person is or was a
director or officer of the corporation, and (ii) may indemnify any person who is
made,  or  threatened  to be made,  a party to an  action,  suit or  proceeding,
whether civil, criminal, administrative,  investigative, or otherwise (including
an action, suit or proceeding by or in the right of the corporation),  by reason
of the fact that the person is or was an employee  or agent of the  corporation,
or a fiduciary  (within the meaning of the Employee  Retirement  Income Security
Act of 1974),  with respect to any employee benefit plan of the corporation,  or
serves or served at the request of the  corporation as a director or officer of,
or as a fiduciary  (as defined  above) of an employee  benefit plan of,  another
corporation, partnership, joint venture, trust or other enterprise. This Article
8 shall not be deemed exclusive of any other provisions for the  indemnification
of  directors,  officers,  employees,  or  agents  that may be  included  in any
statute, bylaw, agreement, resolution of shareholders or directors or otherwise,
both as to action in any  official  capacity  and  action in any other  capacity
while  holding  office,  or while an employee or agent of the  corporation.  For
purposes  of  this  Article  8,   "corporation"   shall  mean  the   corporation
incorporated hereunder and any successor corporation thereof.

                         ARTICLE 9. NO PREEMPTIVE RIGHTS

         No  shareholder  shall have  preemptive  rights to  acquire  additional
shares of stock which may be issued by the  corporation,  pursuant to the Oregon
Business Corporation Act.

         The name and  telephone  number of the  person to  contact  about  this
filing are:

                         Robert J. Riecke
                         10260 SW Greenburg Road, Suite 900
                         Portland, OR 97223
                         (503) 246-3440

                                       31
<PAGE>
                              ARTICLES OF AMENDMENT
                                       OF
                              WTD INDUSTRIES, INC.



         Pursuant to the provisions of ORS 57.370,  the undersigned  corporation
executes the following  Articles of Amendment to its Fourth Restated Articles of
Incorporation:

                  1. The name of the  corporation is WTD  Industries,  Inc. (the
"Company").

                  2.  Effective upon filing these Articles of Amendment with the
Secretary  of State of the State of  Oregon,  Article 4 of the  Fourth  Restated
Articles of  Incorporation of the Company is amended to add a new Subsection 4.4
as set forth on the amendment attached hereto.

                  3. The amendment was duly adopted by the Board of Directors of
the corporation on March 4, 1998 and shareholder approval was not required.

                  4.  The   amendment   does  not  provide  for  the   exchange,
reclassification or cancellation of issued shares.

         These  Articles of  Amendment  are  executed by the Company by its duly
authorized officer.



                  DATED:  March  4, 1998.



                            WTD INDUSTRIES, INC.



                            By:
                                ------------------------------------------------
                                Robert J. Riecke
                                Vice President - Administration
                                and Secretary







                                       32
<PAGE>
         4.4   Designation  of  Rights  and   Preferences  of  Series  C  Junior
               Participating Preferred Stock

         The following  series of Preferred  Stock is hereby  designated,  which
series shall have the rights,  preferences,  privileges  and  limitations as set
forth below:

         4.4.1. Designation of Series C Junior Participating Preferred Stock and
Amount.  The  shares of such  series  shall be  designated  as  "Series C Junior
Participating  Preferred Stock" (the "Series C Preferred  Stock") and the number
of shares  constituting  the Series C Preferred  Stock  shall be  400,000.  Such
number of shares may be increased or  decreased  by  resolution  of the Board of
Directors; provided, however, that no decrease shall reduce the number of shares
of Series C  Preferred  Stock to a number  less than the  number of shares  then
outstanding plus the number of shares reserved for issuance upon the exercise of
outstanding  options,   rights  or  warrants  or  upon  the  conversion  of  any
outstanding  securities  issued by the  corporation  convertible  into  Series C
Preferred Stock.

         4.4.2.   Dividends and Distributions.

                  (A)  Subject to the rights of the holders of any shares of any
series of Preferred  Stock (or any similar  stock) ranking prior and superior to
the Series C Preferred Stock with respect to dividends, the holders of shares of
Series C Preferred  Stock,  in preference to the holders of Common Stock, no par
value per share  (the  "Common  Stock"),  of the  corporation,  and of any other
junior  stock,  shall be entitled to  receive,  when,  as and if declared by the
Board of Directors  out of funds legally  available  for the purpose,  quarterly
dividends  payable  in cash on the  first  day of  March,  June,  September  and
December in each year (each such date being  referred to herein as a  "Quarterly
Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date
after the first issuance of a share or fraction of a share of Series C Preferred
Stock,  in an amount per share  (rounded to the nearest cent) equal to 100 times
the  aggregate  per  share  amount  of all cash  dividends,  and 100  times  the
aggregate per share amount (payable in kind) of all non-cash  dividends or other
distributions,  subject to the provision for adjustment  hereinafter  set forth,
other than a dividend  payable in shares of Common Stock or a subdivision of the
outstanding shares of Common Stock (by reclassification or otherwise),  declared
on the Common Stock since the immediately  preceding  Quarterly Dividend Payment
Date or, with respect to the first Quarterly  Dividend  Payment Date,  since the
first issuance of any share or fraction of a share of Series C Preferred  Stock.
In the event the  corporation  shall at any time  declare or pay any dividend on
the Common Stock payable in shares of Common Stock,  or effect a subdivision  or
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common  Stock,  then in each
such case the amount to which holders of shares of Series C Preferred Stock were
entitled  immediately  prior to such event under  clause  (ii) of the  preceding
sentence  shall be  adjusted  by  multiplying  such  amount by a  fraction,  the
numerator  of  which  is the  number  of  shares  of  Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were outstanding immediately prior to such event.

                  (B) The  corporation  shall declare a dividend or distribution
on the Series C Preferred  Stock as provided in  paragraph  (A) of this  Section
4.4.2  immediately  after it declares a dividend or  distribution  on the Common
Stock (other than a dividend payable in shares of Common Stock).

                                       33
<PAGE>
                  (C)  Dividends  shall  begin to accrue  and be  cumulative  on
outstanding  shares of Series C  Preferred  Stock  from the  Quarterly  Dividend
Payment Date next preceding the date of issue of such shares, unless the date of
issue of such  shares  is  prior to the  record  date  for the  first  Quarterly
Dividend  Payment  Date,  in which case  dividends on such shares shall begin to
accrue from the date of issue of such  shares,  or unless the date of issue is a
Quarterly  Dividend  Payment  Date or is a date  after the  record  date for the
determination  of  holders of shares of Series C  Preferred  Stock  entitled  to
receive a quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such  dividends  shall begin to accrue and be  cumulative
from such Quarterly  Dividend  Payment Date.  Accrued but unpaid dividends shall
not bear interest.  Dividends paid on the shares of Series C Preferred  Stock in
an amount less than the total  amount of such  dividends at the time accrued and
payable on such shares shall be  allocated  pro rata on a  share-by-share  basis
among all such shares at the time outstanding.  The Board of Directors may fix a
record  date for the  determination  of holders of shares of Series C  Preferred
Stock  entitled  to  receive  payment  of a dividend  or  distribution  declared
thereon,  which  record  date  shall be not more than 60 days  prior to the date
fixed for the payment thereof.

         4.4.3. Voting Rights. The holders of shares of Series C Preferred Stock
shall have the following voting rights:

                  (A) Subject to the provision for  adjustment  hereinafter  set
forth,  each share of Series C Preferred  Stock shall entitle the holder thereof
to 100  votes on all  matters  submitted  to a vote of the  shareholders  of the
corporation.  In the event the corporation  shall at any time declare or pay any
dividend  on the Common  Stock  payable in shares of Common  Stock,  or effect a
subdivision or combination or consolidation of the outstanding  shares of Common
Stock (by  reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the  number of votes per share to which  holders  of shares of
Series C Preferred Stock were entitled  immediately prior to such event shall be
adjusted by multiplying such number by a fraction, the numerator of which is the
number of shares of Common Stock  outstanding  immediately  after such event and
the  denominator  of which is the  number of shares  of Common  Stock  that were
outstanding immediately prior to such event.

                  (B) Except as otherwise provided herein, in any other Articles
of Amendment  creating a series of Preferred  Stock or any similar stock,  or by
law, the holders of shares of Series C Preferred Stock and the holders of shares
of Common Stock and any other capital stock of the  corporation  having  general
voting  rights  shall vote  together as one class on all matters  submitted to a
vote of shareholders of the corporation.

                  (C) Except as set forth  herein,  or as otherwise  provided by
law, holders of Series C Preferred Stock shall have no special voting rights and
their consent  shall not be required  (except to the extent they are entitled to
vote with holders of Common Stock as set forth  herein) for taking any corporate
action.



         4.4.4.   Certain Restrictions.

                  (A)  Whenever  quarterly   dividends  or  other  dividends  or
distributions  payable on the Series C  Preferred  Stock as  provided in Section
4.4.2 are in arrears,  thereafter and until all

                                       34
<PAGE>
accrued and unpaid  dividends and  distributions,  whether or not  declared,  on
shares of Series C Preferred Stock outstanding shall have been paid in full, the
corporation shall not:

                   (i)   declare   or  pay   dividends,   or  make   any   other
         distributions,  on any  shares of stock  ranking  junior  (either as to
         dividends or upon liquidation, dissolution or winding up) to the Series
         C Preferred Stock;

                  (ii)   declare   or  pay   dividends,   or  make   any   other
         distributions, on any shares of stock ranking on a parity (either as to
         dividends  or upon  liquidation,  dissolution  or winding  up) with the
         Series C Preferred Stock, except dividends paid ratably on the Series C
         Preferred  Stock  and all such  parity  stock on  which  dividends  are
         payable or in arrears in  proportion  to the total amounts to which the
         holders of all such shares are then entitled;

                 (iii) redeem or purchase or otherwise acquire for consideration
         shares of any stock  ranking  junior  (either as to  dividends  or upon
         liquidation,  dissolution  or  winding  up) to the  Series C  Preferred
         Stock,  provided that the corporation may at any time redeem,  purchase
         or  otherwise  acquire  shares of any such junior stock in exchange for
         shares of any stock of the  corporation  ranking  junior  (either as to
         dividends or upon dissolution, liquidation or winding up) to the Series
         C Preferred Stock; or

                  (iv) redeem or purchase or otherwise acquire for consideration
         any shares of Series C Preferred  Stock, or any shares of stock ranking
         on a parity with the Series C  Preferred  Stock,  except in  accordance
         with a purchase offer made in writing or by publication  (as determined
         by the Board of  Directors)  to all  holders of such  shares  upon such
         terms as the Board of Directors,  after consideration of the respective
         annual  dividend rates and other relative rights and preferences of the
         respective  series  and  classes,  shall  determine  in good faith will
         result in fair and equitable  treatment among the respective  series or
         classes.

                  (B) The  corporation  shall not permit any  subsidiary  of the
corporation  to purchase or otherwise  acquire for  consideration  any shares of
stock of the corporation  unless the corporation  could,  under paragraph (A) of
this Section 4.4.4,  purchase or otherwise  acquire such shares at such time and
in such manner.

                  4.4.5.  Reacquired  Shares.  Any shares of Series C  Preferred
Stock  purchased  or  otherwise  acquired  by  the  corporation  in  any  manner
whatsoever  shall be  retired  and  cancelled  promptly  after  the  acquisition
thereof.  All such shares shall upon their  cancellation  become  authorized but
unissued  shares of Preferred  Stock and may be reissued as part of a new series
of Preferred  Stock subject to the conditions and  restrictions  on issuance set
forth herein, in the Fourth Restated Articles of Incorporation,  or in any other
Articles of Amendment  creating a series of Preferred Stock or any similar stock
or as otherwise required by law.

                  4.4.6.  Liquidation,  Dissolution  or  Winding  Up.  Upon  any
liquidation, dissolution or winding up of the corporation, no distribution shall
be made (a) to the  holders  of shares of stock  ranking  junior  (either  as to
dividends  or upon  liquidation,  dissolution  or  winding  up) to the  Series C
Preferred  Stock  unless,  prior  thereto,  the  holders  of  shares of Series C
Preferred  Stock shall have  received  $100 per share,  plus an amount  equal to
accrued and unpaid dividends and distributions thereon, whether or not declared,
to the date of such  payment,  provided  that the  holders of shares of Series C
Preferred  Stock  shall be entitled  to receive an  aggregate  amount per share,
subject to the  provision for  adjustment  hereinafter  set forth,  equal to 100
times the aggregate  amount to be 

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<PAGE>
distributed  per share to  holders  of shares  of  Common  Stock,  or (b) to the
holders of shares of stock  ranking on a parity  (either as to dividends or upon
liquidation,  dissolution  or  winding  up) with the Series C  Preferred  Stock,
except  distributions  made ratably on the Series C Preferred Stock and all such
parity stock in proportion to the total amounts to which the holders of all such
shares are entitled  upon such  liquidation,  dissolution  or winding up. In the
event the  corporation  shall at any time  declare  or pay any  dividend  on the
Common  Stock  payable in shares of Common  Stock,  or effect a  subdivision  or
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common  Stock,  then in each
such case the aggregate  amount to which holders of shares of Series C Preferred
Stock were entitled  immediately prior to such event under the proviso in clause
(a) of the preceding  sentence shall be adjusted by multiplying such amount by a
fraction  the  numerator  of which is the  number  of  shares  of  Common  Stock
outstanding  immediately  after such event and the  denominator  of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

         4.4.7. Consolidation,  Merger, etc. In case the corporation shall enter
into any  consolidation,  merger,  combination or other transaction in which the
shares  of  Common  Stock are  exchanged  for or  changed  into  other  stock or
securities,  cash and/or any other property, then in any such case each share of
Series C  Preferred  Stock  shall at the same  time be  similarly  exchanged  or
changed  into an amount  per  share,  subject to the  provision  for  adjustment
hereinafter  set  forth,  equal to 100  times  the  aggregate  amount  of stock,
securities,  cash and/or any other property  (payable in kind),  as the case may
be, into which or for which each share of Common Stock is changed or  exchanged.
In the event the  corporation  shall at any time  declare or pay any dividend on
the Common Stock payable in shares of Common Stock,  or effect a subdivision  or
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common  Stock,  then in each
such case the amount set forth in the  preceding  sentence  with  respect to the
exchange  or change of shares of Series C  Preferred  Stock shall be adjusted by
multiplying  such amount by a fraction,  the numerator of which is the number of
shares  of  Common  Stock  outstanding  immediately  after  such  event  and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.

         4.4.8. No Redemption.  The shares of Series C Preferred Stock shall not
be redeemable.

         4.4.9.  Rank. The Series C Preferred  Stock shall rank, with respect to
the payment of dividends and the distribution of assets, junior to all series of
any other class of the corporation's Preferred Stock.

         4.4.10. Amendment. The Fourth Restated Articles of Incorporation of the
corporation  shall not be amended in any manner that would  materially  alter or
change the powers, preferences or special rights of the Series C Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of at
least two-thirds of the outstanding  shares of Series C Preferred Stock,  voting
together as a single class.






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<PAGE>
                  Articles of Amendment of WTD Industries, Inc.



1.  NAME OF CORPORATION PRIOR TO AMENDMENT:  WTD Industries, Inc.

2.  STATE THE ARTICLE NUMBER AND SET FORTH THE ARTICLE AS IT IS AMENDED TO READ.

     "FOURTH RESTATED ARTICLES OF INCORPORATION OF TREESOURCE
      INDUSTRIES, INC."
     "ARTICLE 1.  NAME The name of the corporation is TreeSource Industries, 
      Inc."

3.  THE AMENDMENT WAS ADOPTED ON:  October 26, 1998

4.   Shareholder  action was  required to adopt the  amendment.  The vote was as
     follows:

      Class or        Number of     Number of        Number of      Number of
      series of        shares    votes entitled to   votes cast     votes cast
       shares       outstanding      be cast            FOR          AGAINST
       ------       -----------    -----------      -----------    -----------
      COMMON         11,162,874     11,162,874        6,037,255      3,564,916
  
5.  EXECUTION

     Printed Name                      Signature                       Title

     Robert J. Riecke                  /s/ Robert J. Riecke            Secretary


     FILED OCTOBER 27, 1998  OREGON SECRETARY OF STATE















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