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================================================================================
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------
                                    FORM 10-K
                                 AMENDMENT NO. 1

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED OCTOBER 31, 2001

                           COMMISSION FILE NO. 0-1370
                                ----------------
                             LONGVIEW FIBRE COMPANY
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                               <C>
                WASHINGTON                              91-0298760
     (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                Identification No.)

   300 FIBRE WAY, LONGVIEW, WASHINGTON                    98632
 (Address of principal executive offices)               (Zip Code)
</TABLE>

               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (360) 425-1550

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

<TABLE>
<CAPTION>
          TITLE OF EACH CLASS                         NAME OF EACH EXCHANGE ON WHICH REGISTERED
          -------------------                         -----------------------------------------
<S>                                                   <C>
  Common Stock, $1.50 Ascribed Value                           New York Stock Exchange
    Rights to purchase Common Stock                            New York Stock Exchange
</TABLE>

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                      NONE.

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

      The aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant computed by reference to the closing price
of such common equity as of November 26, 2001, was $587,775,344. For purposes of
this computation, all executive officers and directors of the registrant have
been deemed affiliates. This shall not be deemed an admission that such persons
are affiliates.

      The number of shares outstanding of the registrant's Common Stock, $1.50
Ascribed Value per share, as of November 26, 2001 was 51,076,567 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE

      Part III incorporates by reference portions of the Company's Notice of
Annual Meeting of Shareholders and Proxy Statement filed in connection
with the Company's Annual Meeting of Stockholders to be held January 22, 2002.
================================================================================


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                                TABLE OF CONTENTS

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<CAPTION>
                                                                                                       PAGE
                                                                                                       ----
<S>                                                                                                    <C>
                                                PART I

Item 1.  Business...................................................................................     3
         General....................................................................................     3
         Products...................................................................................     3
         Energy.....................................................................................     8
         Competition................................................................................     8
         Regulation.................................................................................     9
         Employees..................................................................................    11
Item 2.  Properties.................................................................................    11
Item 3.  Legal Proceedings..........................................................................    12
Item 4.  Submission of Matters to a Vote of Security Holders........................................    12
         Executive Officers of the Registrant.......................................................    13

                                               PART II

Item 5.  Market for Registrant's Common Equity and Related Shareholder Matters......................    14
Item 6.  Selected Financial Data....................................................................    14
Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations......    16
         Factors That May Affect Our Future Operating Results.......................................    24
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.................................    27
Item 8.  Financial Statements and Supplementary Data................................................    27
Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.......    39

                                               PART III

Item 10. Directors and Executive Officers of the Registrant.........................................    39
Item 11. Executive Compensation.....................................................................    39
Item 12. Security Ownership of Certain Beneficial Owners and Management.............................    39
Item 13. Certain Relationships and Related Transactions.............................................    40

                                               PART IV

Item 14. Exhibits, Financial Statements and Reports on Form 8-K.....................................    40
Signatures..........................................................................................    42
</TABLE>


                                       2
<PAGE>

                                     PART I

      This Annual Report on Form 10-K contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may,
will, should, expect, plan, intend, anticipate, believe, estimate, predict,
potential or continue, the negative of such terms or other comparable
terminology. These statements are only predictions. Actual events or results may
differ materially. In evaluating these statements, you should specifically
consider various factors, including the risks outlined in the "Factors That May
Affect Our Operating Results" below. These factors may cause our actual results
to differ materially from any forward-looking statement.

      Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Moreover, neither we nor any other person
assumes responsibility for the accuracy and completeness of the forward-looking
statements. We are under no duty to update any of the forward-looking statements
after the date of this annual report to conform such statements to actual
results or to changes in our expectations.

ITEM 1. BUSINESS

GENERAL

      Longview Fibre Company is a publicly held forest, paper and packaging
products company engaged in three primary businesses: the ownership and
management of timberlands in Oregon and Washington, which principally produce
logs for sale; the ownership and operation of a pulp and paper mill, which
produces kraft paper and paperboard; and the ownership and operation of
converting plants, which produce finished products such as corrugated
containers, specialty packaging and merchandise bags.

      We commenced operations in Longview, Washington in 1927 with a single
paperboard machine to produce paper products. Since our inception, we have
continued to expand our operations and currently own what we believe is one of
the world's largest pulp and paper making complexes, 17 converting plants in 12
states and significant holdings of valuable timberlands in the Pacific Northwest
composed of slightly more than 572,000 acres of timberlands.

      Longview Fibre Company was incorporated in the State of Washington in 1990
as a successor to a company of the same name incorporated in the State of
Delaware in 1926.

PRODUCTS

      We are a forest, paper and packaging products company engaged in three
primary businesses: timber, paper and paperboard, and converted products.

      The following table sets forth the relative contribution to net sales of
each of our segments (including allocated sales of power).

<TABLE>
<CAPTION>
         SEGMENT                               2001  2000  1999
         -------                               ----  ----  ----
<S>                                            <C>   <C>   <C>
         Timber.............................    19%   18%   22%
         Paper and Paperboard...............    26%   30%   29%
         Converted Products.................    55%   52%   49%
</TABLE>

      Please see Note 7 of Item 8 of Part II of this Form 10-K for financial
information about industry segments and export sales.

TIMBER

      We own and manage approximately 572,000 acres of timberlands in nine tree
farms in Oregon and Washington that contain an estimated 4.4 billion board feet
of 30-year old and older timber. Approximately 60% of our specie mix is Douglas
Fir, which is a premium species of softwood primarily used in residential and
commercial construction. During fiscal year 2001, 66.2% of our timber net sales
were to domestic customers consisting of approximately 60 independent sawmills
and plywood plants, with the balance exported primarily to Japan. We believe we
are the third-largest U.S. exporter of logs to the Japanese market. We realize a
significant price premium on the logs we sell into that market. Our timber
holdings have an appraised market value of approximately $1 billion, based on an
October 2001 appraisal we received from Atterbury Consultants, Inc., a
nationally recognized appraisal firm specializing in timber inventory and
valuations.


                                       3
<PAGE>

      We also operate a sawmill near Leavenworth, Washington that processes logs
into lumber, wood chips and various by-products for domestic and Pacific Rim
construction and other markets. This sawmill provides improved log realization
at one of our tree farms, and also produces wood chips for use at our pulp and
paper mill in Longview, Washington. In addition, we maintain six log chipping
operations principally located along the Snake River and Columbia River
corridors. We supply these chipping facilities with lower-quality timber, also
known as pulpwood, that would command relatively low prices if sold as logs to
sawmills, and we also purchase pulpwood from third parties. We process the wood
chips for pulp for our Longview mill. Our timber is harvested by independent
logging contractors.

      In addition to the docks on the Columbia River at our Longview complex, we
have close access to the Port of Longview on the Columbia River that allows us
to conveniently ship our logs, paper and paperboard to our overseas customers.

      Timberlands. We believe that our timber resources represent significant
value and will remain an important contributor to our continued success. Over
90% of our timber is softwood such as Douglas Fir and Hemlock that, because of
their long fiber, strength and flexibility, are generally preferred over
hardwoods for construction lumber and plywood. Our timberlands have primarily
second or third growth timber, a substantial amount of which is easily
accessible given the moderate terrain and extensive road systems where our
timber is located. Approximately 85% of our timberlands are located west of the
Cascade Mountains in Oregon and Washington. The remaining 15% of our timberlands
are in eastern Oregon and Washington.

      We believe our timberlands are well diversified by age and advantageously
dispersed geographically throughout the states of Oregon and Washington. The
well-balanced age distribution of our timber reduces the likelihood of an
interruption in timber supply. Our timberlands span two states on 681
non-contiguous parcels with an average parcel size of approximately 838 acres,
the largest of which is approximately 40,000 acres, which reduces our risk of
significant loss due to forest fires, disease and other natural disasters. As a
matter of policy, we have consistently acquired timberlands to increase our
inventory when available at acceptable prices reflecting the site, quality of
timber and growing stock. We have purchased 18,426 acres of timberlands over the
last five years.

      As a substantial U.S. timberland owner, we believe we are positioned to
benefit from the continuing reduction in the availability of U.S. federal timber
for harvesting. The federal government has curtailed the harvesting of timber in
response to heightened environmental concerns. This curtailment is pronounced in
the Pacific Northwest due to concern over threatened and endangered wildlife
species such as the spotted owl, marbled murrelet and salmon. We believe that
the shift in governmental forest management emphasis from timber resource
production to conservation and habitat preservation has added to the value of
our private timberlands.

      Appraisal. In October 2001, Atterbury Consultants, Inc., a nationally
recognized appraisal firm specializing in timber inventory and valuations,
appraised our timberlands. Using a 14-year discounted cash flow analysis and
estimated terminal value, Atterbury arrived at an overall property value of
approximately $1 billion. The future cash flows were estimated assuming: (1)
approximately 289 million board feet of logs harvested every year; (2) an
average sales price and cost per thousand board feet of $510 and $220,
respectively, based on Atterbury's market estimates; (3) an annual 1% real price
increase starting after year 4; and (4) a 9.0% discount rate. Average costs
include estimates for logging, hauling, road maintenance, administrative
expenses, reforesting and harvest tax. Atterbury also considered two comparable
transactions in conducting the appraisal.

      The amount of timber harvested is based on Atterbury's views as to
expected harvesting by a buyer of our timberlands as a whole during the 14-year
period given our timber inventory, not on our long-term approach of harvesting
on a 60-year sustainable yield basis. The harvesting level assumed by Atterbury
would result in a long-term decrease in our inventory level.

      The appraisal is not intended to be, and should not be interpreted as, an
estimate of our cash flows from our timber segment for any future period. The
information does not include the effect of future changes in prices, costs, tax
rates and environmental and regulatory conditions, which past experience
indicates are likely to occur. These changes may have a significant impact on
our future net cash flows from our timber segment and the value of our timber
inventory.

      Timber Resource Management. We maintain a conservative forest management
plan that seeks to enhance timber growth and quality in our timberlands while
simultaneously meeting or exceeding environmental requirements. We view our
timberland holdings as assets with substantial value apart from our
manufacturing facilities and manage the timberlands on a "sustained yield"
basis; that is, we harvest levels of timber that can be sustained into
perpetuity due to natural growth and our reforestation efforts. We operate our
timberlands on a sustained yield basis with rotations, or age of the timber
when cut, of 40 years for hardwood and 55 to 70 years for softwood. Our average
rotation age has been 60 years. Timber growth rates and existing age class
distribution are important variables for a forest products company as they
ultimately determine how much timber can be harvested. More accelerated growth
rates and


                                       4
<PAGE>

proportionally larger acreage of older age classes permit larger annual
harvests. Growth rates vary depending on species, location, age and forestry
practices.

      We can harvest approximately 280 million board feet of merchantable timber
per year from our timberlands on a sustained yield basis, based on our average
60-year rotation. Under this sustained yield rotation, our inventory of mature,
standing timber 30-years old and older would remain at approximately 4.4 billion
board feet in perpetuity. Our timber harvest plans are principally based on
forecasted demand, price and the availability of timber from external sources.
These harvest plans are reviewed several times throughout the year and revised
at least annually, and are sufficiently flexible to permit modification in
response to fluctuations in the log market.

      Our timber operations involve forest management, harvesting operations and
ongoing reforestation. We employ a professional team of foresters and engineers
who lead these activities. Proper management of the forest cycle includes
preparing land for reforestation, pre-commercial and commercial thinning,
fertilizing and harvesting mature trees. The majority of seedlings planted on
our lands are developed through our forest genetics tree-improvement program.

      Our forestry practices vary by geographic region and depend upon factors
such as soil productivity, weather, terrain, tree size, age and density. Forest
stands are thinned and fertilized periodically to improve growth and stand
quality until they are harvested. We typically reforest within one year of
harvest, thereby continuing our balanced distribution of age classes. Any
deficiency in a particular age class is managed by maintaining adequate
harvestable inventory levels of other age classes and through acquisitions of
standing timber within that age class. A balanced distribution of age classes
will tend to provide a more regular source of cash flow, as the various timber
stands reach their harvestable age. We actively use pre-commercial and
commercial thinning, which is the practice of harvesting immature and
lower-value trees in order to maximize the long-term value of our timberlands
and generate incremental cash flow. In addition to providing another source of
wood chips, we believe that thinning improves the overall productivity of our
timberlands by enhancing the growth of the remaining trees.

      Timber harvest timing depends in part on growth cycles and in part on
economic conditions. Growth cycles for timber tend to change over time as a
result of technological, biological and genetic advances that improve forest
management practices. We continue to develop our forest management operations to
benefit from such advances to improve timber yields.

      Sales and Customers. As a steady supplier of timber for over 40 years, we
have cultivated and established long-standing relationships with many of our
timber customers. The majority of our domestic sales are to independent sawmills
and plywood plants within a reasonable hauling distance from our timberlands.
Our exports are principally to Japan through sales to U.S. exporters or directly
to foreign importers. Sales are generated mostly through long-standing
relationships, generally at negotiated market prices. In fiscal year 2001, no
net sales were made pursuant to long-term contracts. During fiscal year 2001,
our top 5 customers, including exporters, accounted for approximately 36% of our
timber net sales, which represented approximately 7% of our total net sales. Our
largest customer accounted for approximately 8% of our segment net sales during
this period, which represented 1.4% of our total net sales.

PAPER AND PAPERBOARD

      We produce our high-quality kraft paper and paperboard at our Longview,
Washington mill, which we believe is one of the world's largest pulp and paper
making complexes with an aggregate annual paper and paperboard capacity in
excess of 1 million tons. Based on production capacity, we are North America's
second-largest unbleached kraft paper manufacturer with a 14.3% share according
to Pulp and Paper. Our mill complex is located on 350 acres with deep water
frontage on the Columbia River, and has connections with two transcontinental
railroads as well as close access to the main north-south interstate on the West
Coast. We produce a wide variety of paper and paperboard at our mill, including
corrugating medium and linerboard, which are combined to make corrugated
containers; kraft paper; and heavier grades of paper for multi-wall shipping
sacks used by the agricultural, pet food, chemical and cement industries.

      We have established a reputation for manufacturing strong, high-quality
paper and paperboard using a variety of fibers for superior packaging products.
We produce most of our high-quality kraft pulp through the use of what we
believe to be two of the world's largest continuous pulp digesters. These
high-efficiency Kamyr brand digesters break down wood chips into wood pulp that
can then be used to make paper and related products. Purchased bleached pulp and
pulp from sawdust and old corrugated containers ("OCC") provide the balance of
our pulp. Approximately 22% of the pulp that we used in fiscal year 2001 was
from OCC, which makes our paper and paperboard products more attractive to an
increasingly environmentally conscious public.


                                       5
<PAGE>

      Manufacturing. We have continuously upgraded and expanded our paper mill
to produce higher-quality paper more quickly and economically. Our mill consists
of one pulp mill and twelve paper machines with more than 3,300 tons average
daily paper and paperboard production capacity. Our rated annual paper and
paperboard production capacity exceeds 1 million tons.

      Most of the paper mill's pulp is produced by the kraft process, in which
raw material fibers from wood chips are cooked under pressure in a chemical
mixture in vessels called digesters. The kraft process is widely considered to
be the most desirable process for making pulp because it produces paper and
paperboard with high structural strength due to the relatively longer fibers in
the pulp. Our fully automated digesters can produce large quantities of
unbleached pulp and feature an energy- and chemical-efficient pulping process.
In addition to digesting our own unbleached pulp, we purchase bleached pulp from
third parties and process recycled material into pulp. Pulp is then refined,
diluted and subsequently fed into our paper machines to be made into paper.

      The kraft process is an expensive method of producing pulp and is
economically feasible only through energy conservation and efficient recovery
and reuse of pulping chemicals. Accordingly, we recycle used chemicals both to
produce heat and to be re-fed into the digesters for additional pulp making. We
also continue to pursue computer-controlled process automation to improve mill
energy conservation, process control and quality. Our continuous Kamyr digesters
use only half the energy used by batch digesting, another widely employed
pulping process. The design and development efforts of a professional staff of
more than 50 engineers and chemists contribute significantly to all phases of
pulp and paper making.

      The flexibility of our paper machines enables us to focus on individual
customer needs by developing customized grades for specific product requirements
and enable us to rapidly adjust to market conditions. We currently have several
swing machines that can produce paper or paperboard. In addition, paper machines
of various trim widths and capabilities have been added periodically, while our
smaller machines have been utilized to make small lots of specialty paper and
paperboard.

      We also recently engaged a third-party consulting group to assist us with
our corporate business process improvements, or BPI, initiative. Our BPI
initiative has identified cost savings throughout all of our segments by
utilizing system improvements to enhance business processes, implementing new
procurement practices, and decreasing working capital by reducing inventories
and improving customer service. The new procurement practices should leverage
our buying power by consolidating purchases of commodity items and rationalizing
the number of vendors and transactions. We have identified improvements that we
believe should result in substantial cost savings. Additionally, we will focus
on increasing overall efficiency by reducing our workforce, if necessary,
possible closure or curtailment of non-competitive facilities, reallocation of
production and implementation of a strategy to reduce energy consumption by
better utilizing existing capacity.

      Raw Materials and Suppliers. Our mill's advanced technology combined with
our papermaking flexibility enables us to use virtually all species of Pacific
Northwest wood, including various firs, pines, cedars, hemlock and hardwoods.
Our raw material fibers come primarily from purchased wood chips and sawdust
with important contributions from fiber reclaimed from post-consumer and
post-industrial waste such as OCC and purchased bleach pulp from a variety of
sources. In addition to the wood chips and sawdust that we purchase, we source
raw materials from our own sawmill at Leavenworth and our six log chipping
facilities. Our chip operations are located principally along the Snake and
Columbia River corridors, allowing for low-cost transport by barge. Residual
wood chips and sawdust are also supplied by many of our timber customers that
generate these residuals from logs purchased from us.

      During fiscal year 2001, approximately 12% of our fiber requirements were
generated from internal operations, and approximately 22% were generated from
recycled materials. The remainder of our fiber came from more than 60 chip
suppliers composed of sawmills, plywood plants and whole log chipping facilities
primarily located in Washington, Oregon, Idaho and Montana within a 1,300-mile
radius of our Longview mill. Actual sourcing levels vary with market conditions.
We can receive over 30 rail cars, as many as 300 truckloads and a number of
barges full of wood chips at the mill daily. In addition, approximately 17% of
our fiber is from wood chips that are purchased at market prices from sawmills
to which we also sell our logs. We believe our stable historical relationships
with these mills result in a dependable supply of wood chips from them. We
purchase bleached pulp from various sources and have an arrangement to purchase
pressed bleached pulp (which has not been dried) from a nearby mill that has
excess capacity. We continue to broaden our raw material supply and reduce fiber
costs by increased recovery of wastes and use of OCC, which has been made
possible through ongoing plant and machine upgrades.

      Sales and Customers. We continue to emphasize quality, service, continuity
and design of our paper and paperboard products to meet our customer needs. We
have been engaged in a long campaign to increase the production of value-added
specialty and custom paper grades and broaden our product lines. Our paper
products are sold by our sales forces located in Walnut Creek and Los Angeles,
California; Longview, Washington; Milwaukee, Wisconsin; and Atlanta, Georgia, or
through paper merchants. In fiscal year 2001, our converted products segment
obtained approximately 98% of its paper and paperboard requirements from our
Longview mill,


                                       6
<PAGE>

representing approximately 61% of total mill production. We sell the remaining
mill production to a small number of export customers and a large number of
geographically dispersed domestic customers. Less than 5% of our fiscal year
2001 net sales were made pursuant to long-term contracts.

      Where possible, we develop products in conjunction with our customers and
enter into long-term relationships. Within our paper and paperboard segment,
approximately 17% of our segment net sales during fiscal year 2001 were from our
specialty TEA-Kraft(TM) paper, a highly rupture-resistant multi-wall bag used in
the agriculture, pet food, chemical and cement industries. Excluding sales to
our converting plants, during fiscal year 2001, our top 5 domestic customers and
top 5 export customers accounted for approximately 32% and 29%, respectively, of
our paper and paperboard net sales. The domestic customers represented
approximately 7% of our total net sales and the export customers represented
approximately 6% of our total net sales. Our largest customer, an exporter who
resells our products to a number of smaller customers, accounted for
approximately 19% of our total segment net sales during this period, which
represented approximately 4% of our total net sales. There were no other
customers accounting for more than 10% of segment net sales.

CONVERTED PRODUCTS

      We own and operate 17 converting plants located in 12 states that produce
value-added corrugated containers, specialty packaging, creative
point-of-purchase displays, handle shopping bags and merchandise bags. We are
capable of producing containers in virtually any size, type, color and design,
and we believe that we have established a reputation for high-quality products
and services. With our advanced technologies, we are able to produce products
with high-quality six color graphics printed directly on corrugated material
using our computerized ink-blending expertise. We also produce complex
structural designs. Our corrugated containers are typically used for packaging
of items such as fresh and frozen fruits and vegetables, juice, wine, beer,
appliances, furniture, toys and electronics. Virtually all of our products in
this segment are sold to domestic customers.

      In addition to manufacturing standard corrugated shipping containers, our
container products include solid-fiber boxes, containers with specialty
folding-gluing characteristics and a full line of jumbo boxes in a variety of
sizes. We also produce Liquiplex(R), a family of bulk-liquid disposable bins
available in sizes up to 330-gallons, as well as a number of different types of
consumer bags including handle shopping bags, merchandise bags and other
specialty bags. Similar to boxes, bags are produced according to customer
specifications in a variety of colors, sizes and shapes, complete with exacting
printing of designs or promotional messages.

      Manufacturing. Our commitment to automation and improvements in plant and
equipment is evidenced by our recent investments to modernize our facilities and
equipment. Investments in newer technology have produced a variety of
capabilities including high-speed corrugating, high-quality graphics printing
and other precise box finishing. As a result, we believe our converting
facilities are some of the best-equipped in the United States, capable of
producing corrugated containers and merchandise bags in virtually any size,
shape and design based on customer needs.

      We recently implemented a process standardization initiative for order
entry, production scheduling, shipping and inventory control at our converting
plants which involves taking "best practices" from each of our plants and
applying them to our other plants. This initiative is expected to result in a
number of improvements, including more efficient production, inventory
management and on-time order fulfillment. We also expect that the BPI initiative
will result in cost savings and efficiencies in our converted products
operations similar to those in our paper and paperboard segment.

      Of our 17 converting plants: 3 are sheet plants that fashion corrugated
sheets obtained from our corrugator plants into finished products; 12 are
corrugator plants that, in addition to converting corrugated sheets into
finished products, can also produce corrugated sheets from corrugating medium
and linerboard; and 2 are bag plants. We do not operate any sheet-feeder plants.
See "Properties" for the locations of our converting plants.

      Raw Material Sources and Supply. The principal raw material used by our
converting plants is paper and paperboard. Our converting plants receive
approximately 98% of their paper and paperboard from our Longview mill either
directly or through barter arrangements, whereby one of our converting plants
acquires paper and paperboard from a third party's paper mill that is
geographically closer to it than our Longview mill. In return, our mill supplies
paper and paperboard to such third party's converting plant.

      Sales and Customers. Sales of converted products are made directly to end
users, as well as through jobbers. Each plant has its own sales force that
reports to a full-time sales manager for that location. Both sales managers and
plant managers in turn report to regional divisional managers. We have
approximately 90 full-time direct sales employees in our converted products
segment.


                                       7
<PAGE>

      We sell our converted products to over 3,500 customers nationwide. We
maintain long-standing relationships with many of our customers, some of whom
have purchased from us for over 50 years. Although we have large account
customers with whom we have established relationships, we seek to focus on
market-niche business opportunities where we add value through service,
customized design, and specialty product capabilities. We believe we often
encounter less competition in pursuing those opportunities as many of our larger
competitors do not find such specialty niches to have the volume of production
that would make this business attractive to them. Our vertical integration with,
and the process flexibility of, our Longview mill allow us to quickly and
efficiently respond to our customers' changing needs. During fiscal year 2001,
our top 5 customers accounted for approximately 26% of our converted products
net sales, with no customer accounting for more than 8% of segment net sales.
The top 5 customers represented approximately 13% of our total net sales and our
largest customer represented approximately 4% of our total net sales.
Approximately 12% of our net sales were made pursuant to long-term contracts.

ENERGY

      Our Longview mill contains six steam-driven turbine generators and one
natural gas-fired co-generation facility, all of which are capable of producing
electric power. The steam-driven generators generally have a combined capacity
to produce 40 megawatts of power and the co-generation facility generally has a
capacity to produce 60 megawatts of power. The primary contracts pursuant to
which we purchased and sold power in the past have expired. Under new terms, we
have agreed to use all of our steam-driven generator capacity for internal use
and, except under limited circumstances, sell all of our power produced from our
co-generation facility into the market. Our future decisions regarding electric
power generation, including the extent to which we operate our co-generation
facility into the market, will change from period to period based on market
conditions and our own power requirements. We do not expect sales of power to
meaningfully contribute to our results in the coming year.

COMPETITION

      We compete to varying degrees with a number of U.S. and foreign forest,
paper and packaging products companies in different product lines and in
different quality segments within each product line. Each segment in which we
compete is highly competitive. We compete on the basis of price and reputation,
which we support through our product consistency, modern facilities, highly
trained workforce, manufacturing and delivery flexibility and experienced field
sales force.

      There are numerous large timber suppliers in the United States for the
domestic and export markets and these suppliers compete on the basis of price
and quality. Ranked on the basis of annual board feet, Weyerhaeuser Company was
the largest domestic producer and exporter of timber in 2000. Longview Fibre
Company and Willamette Industries were other significant exporters in 2000.

      Our paper and paperboard segment primarily competes in the
highly-concentrated U.S. unbleached kraft paper market. The 10 largest U.S.
producers of kraft paper comprised approximately 84% of industry capacity.
International Paper was the largest producer in 2000, based on industry
capacity, and we were the second largest. Abroad, we compete with many domestic
producers as well as with foreign competitors such as Eurocan, New Zealand Paper
and Canadian Forest Products. Competition in the unbleached kraft paper market
is primarily based on price, service and quality.

      In the world paperboard market we compete with many of the same foreign
and domestic paper producers. Many foreign companies also compete with us in the
domestic linerboard market. We believe Smurfit-Stone Container was the largest
producer in 2000 based on industry capacity. The paperboard market competes
primarily in the same manner as does the paper market.

      There are many competitors in the markets for our converted packaging
products, including other large, vertically-integrated companies and numerous
smaller companies. Although no single company is dominant in any particular
market, we have significant competitors in this market, including Smurfit-Stone
Container who is our largest competitor. The packaging industry competes on
price as well as design, quality and service, with varying emphasis on these
factors depending on the product line. Due to the high cost of transporting
corrugated containers, competition from foreign manufacturers does not have a
significant impact on the corrugated container market in the United States.


                                       8
<PAGE>

      We have listed below our principal competitors.

<TABLE>
<CAPTION>
            SEGMENTS                               PRINCIPAL COMPETITORS
<S>                                                <C>
            Timber..............................   Weyerhaeuser Corporation
                                                   Plum Creek
                                                   Murray Pacific

            Paper and Paperboard

                    Paper.......................   International Paper
                                                   Eurocan
                                                   Segezha
                                                   Canadian Forest Products
                                                   Georgia-Pacific
                                                   Tolko
                    Paperboard..................   Smurfit-Stone
                                                   Georgia Pacific
                                                   Weyerhaeuser Corporation
                                                   International Paper
                                                   Temple-Inland
            Converted Products..................   Smurfit-Stone
                                                   Georgia-Pacific
                                                   Weyerhaeuser Corporation
                                                   International Paper
                                                   PCA
                                                   Temple-Inland
</TABLE>

REGULATION

      The forest, paper and packaging products industries are highly regulated
in the United States, subject to a variety of federal, state and local
environmental, pollution control and other laws and regulations.

      Our forestry and manufacturing operations are subject to federal, state
and local environmental laws and regulations relating to the protection of the
environment, including laws relating to water quality, air quality, waste
management and hazardous substances. We believe that we are in substantial
compliance with all relevant local, state and federal regulations. All of our
facilities meet current regulatory standards in all material respects, and we
believe we are operating in an environmentally responsible manner. We maintain
environmental and industrial safety and health compliance programs and
periodically conduct internal regulatory audits of our operations to monitor
compliance with relevant laws and regulations. We continually review all known
environmental exposures, including the costs of remediation. At the present
time, we are not aware of any environmental liabilities that would have a
material impact on our results of operations.

      Environmental impacts at some of our facilities resulting from current and
historic operations, and at certain third-party sites to which we sent hazardous
substances for disposal or storage, require expenditures for remediation.
Liability arising out of prior ownership or past operations is sometimes imposed
without regard to causation or prior knowledge of contamination. Violations of
environmental laws and regulations can subject us, and in certain cases have
subjected us, to additional costs and expenses, including defense costs and
expenses and civil penalties. Violations of environmental laws and regulations
can also subject us to criminal penalties.

      In addition, the operations of our manufacturing facilities and
timberlands are subject to the requirements of the federal Occupational Safety
and Health Act and comparable state statutes relating to the health and safety
of employees. We conduct internal safety audits to identify potential violations
of law or unsafe conditions, and we believe that we are in material compliance
with all applicable safety and health laws and regulations.

      In fiscal year 2002, we expect to spend approximately $3.6 million on
capital expenditures associated with achieving or maintaining compliance with
environmental laws and regulations, and approximately $7 million on operating
and other non-qualified expenditures relating to environmental matters.


                                       9
<PAGE>

      Timberlands. Operations on timberlands are subject to specialized statutes
and regulations in the states of Oregon and Washington. These include Forest
Practices Acts that address many timber growing, harvesting and processing
activities and require us to establish "no-cut" zones in environmentally
sensitive areas. Other state laws and regulations control timber slash burning
operations during fire hazard periods to protect air quality. Regulations also
control road construction and maintenance activities, and logging activities
affecting water quality or in proximity to certain ocean and inland shorelines
or wetlands.

      Water Quality and Wastewater. The federal Clean Water Act and comparable
state statutes regulate discharges of process wastewater, and require National
Pollutant Discharge Elimination System ("NPDES") permits for discharge of
industrial wastewater and stormwater runoff into regulated public waters. Our
manufacturing facilities are generally in compliance with NPDES wastewater and
stormwater requirements.

      Air Quality. The Clean Air Act regulates emissions into the air, and
requires air permits that set limits on such air emissions. We anticipate making
capital expenditures of approximately $4 to 7 million over the next three years
for air pollution control additions and modifications to ensure compliance with
air emissions standards and to accommodate facility production capacity
increases.

      The Environmental Protection Agency is developing "Maximum Achievable
Technology," or MACT, standards for reducing hazardous air pollutants from
specified categories of industrial processes with major emissions. These
categories include boilers, paper coating and lime manufacturing, some or all of
which we participate in. While the EPA has not yet set the MACT standards and we
do not expect compliance to be required until 2006, we expect that the final
standards could eventually have an impact on our operations and require material
expenditures.

      Cluster Rule. The Environmental Protection Agency issued a final air and
water quality rule for the pulp and paper industry, referred to as the "Cluster
Rule," in 1998. This Cluster Rule is an integrated, multimedia regulation
enacted to control the release of pollutants to two media from one industry.

      Pulp and paper mills must meet standards for air emissions from several
mill processes, including the cooking, washing and bleaching stages of pulp
manufacturing.

      The EPA also set effluent limits for wastewater discharged during the pulp
bleaching process and in the final discharge from mills. The limits set for the
bleaching process are significant to the pulp and paper industry as a whole, but
should not affect our operations since we do not bleach pulp and have no plans
to bleach pulp in the future. The most significant impacts to us result from
Cluster Rule air emissions requirements.

      The Cluster Rule contains significant compliance milestones for air
emissions in 2004, and for pulp and bleaching process in 2006. We estimate that
over the next five years, capital expenditures required to comply with this
regulatory program will range from $15.0 million to $20.0 million. The majority
of these expenses will be facility changes and additions for air pollution
control, the most significant of which will be replacing washer lines used to
remove spent cooking chemicals from pulp after the digesting process at the
Longview mill. The estimated cost of this replacement project is $8.0 million.
We do not expect the costs associated with other individual Cluster Rule
compliance projects to be material, but taken as a whole we estimate the cost at
$7.0 to $12.0 million.

      Endangered Species. The Federal Endangered Species Act and counterpart
state legislation protect species threatened with possible extinction.
Protection of endangered species habitat includes restrictions on timber
harvesting and related activities. A number of species indigenous to the Pacific
Northwest have already been protected under the Endangered Species Act,
including the northern spotted owl, marbled murrelet, mountain caribou, grizzly
bear, goshawk, bald eagle and various anadromous fish species. Some of these
species, including the northern spotted owl, marbled murrelet and goshawk, are
found in some of our timberlands, requiring us to refrain from harvesting some
of our timberland resources. There can be no assurance that additional species
within our timberlands will not subsequently receive protected status under the
Endangered Species Act or that more members of species currently protected will
not be discovered within our timberlands, requiring us to refrain from
harvesting timber on additional acres.

      Timber Exports. Federal law prohibits the export of unprocessed timber
acquired from federal lands in the Western United States, or the substitution of
unprocessed federal timber from the Western United States for unprocessed
private timber that is exported. Persons owning timber-processing facilities may
seek authorization from the U.S. Department of Agriculture for a "sourcing area"
within which the person may purchase federal timber while exporting unprocessed
private timber originating from outside the sourcing area. We have one such
sourcing area.

      Energy. Although we generally are not regulated as a public utility, we
must comply with federal and state utility regulations in order to sell the
electricity that we produce into the market. Relevant regulations provide that
an industrial producer of electrical


                                       10
<PAGE>

power such as Longview Fibre may sell power into the wholesale market without
being regulated as a public utility, by obtaining certification as a Qualified
Facility from the Federal Energy Regulatory Commission. We currently have such
certification and are not regulated as a public utility.

EMPLOYEES

      As of October 31, 2001, we employed approximately 3,700 employees, of
which approximately 2,330 employees are parties to collective bargaining
agreements between us and one of five unions. We have 11 collective bargaining
agreements, which expire at various dates through the year 2006, including
agreements covering approximately 332 employees that will expire in 2002. We
believe that our relationship with our employees is good and we have recently
signed a new collective bargaining agreement with our 1,400 Longview mill
employees that extends through 2006.

ITEM 2. PROPERTIES

      As of October 31, 2001, we owned in fee 572,418 acres of tree farms
located in various counties of Washington and Oregon. As a matter of policy we
have consistently acquired and intend to continue to acquire more timberlands
whenever available at acceptable prices, dependent on the location and quality
of the site involved and the species and quality of the merchantable timber and
growing stock thereon.

      Our production facilities are listed below:

<TABLE>
<CAPTION>
                                                                           APPROX.      APPROX.         LEASED/
     PRODUCTION FACILITIES                                                  ACRES    BUILDING SQ. FT.    OWNED
     ---------------------                                                 -------   ----------------   -------
<S>                                                                        <C>       <C>                <C>
     PULP, PAPER AND PAPERBOARD PRODUCTION FACILITY
       Longview, Washington(a)........................................       358         3,115,080       Owned
     CONVERTED PRODUCTS PRODUCTION FACILITIES
       Amsterdam, New York (Corrugated Containers)....................        11           219,840       Owned
       Bowling Green, Kentucky (Corrugated Containers)................        20           306,486       Owned
       Cedar City, Utah (Corrugated Containers)(b)....................        22           143,000       Owned
       Cedar Rapids, Iowa (Corrugated Containers).....................        21           388,000       Owned
       Fridley, Minnesota (Corrugated Containers).....................        17           291,000       Owned
       Grand Forks, North Dakota (Corrugated Containers)(b)...........        27            85,000       Owned
       Longview, Washington (Corrugated and Solid Fibre Containers)...       (a)               (a)       Owned
       Milwaukee, Wisconsin (Corrugated and Solid Fibre Containers)...        15           493,700       Owned
       Oakland, California (Corrugated Containers)....................         7           215,500       Owned
       Seattle, Washington (Corrugated Containers)....................         3           132,300       Owned
       Seward, Nebraska (Corrugated Containers)(b)....................        18            85,000       Owned
       Spanish Fork, Utah (Corrugated Containers)(c)..................        25           519,000       Owned
       Spanish Fork, Utah (Merchandise and Specialty Bags)(c).........       (c)               (c)       Owned
       Twin Falls, Idaho (Corrugated Containers)......................        12           446,000       Owned
       Waltham, Massachusetts (Merchandise and Specialty Bags)........         3            94,600       Owned
       West Springfield, Massachusetts (Corrugated Containers)........        11           230,460       Owned
       Yakima, Washington (Corrugated Containers).....................        18           419,000       Owned
     WOOD CHIP PRODUCTION FACILITIES
       Bullfrog, Washington...........................................        74               (d)       Owned
       Clarkston, Washington..........................................        19               (d)      Leased
       Clatskanie, Oregon (also log sorting)..........................        23               (d)       Owned
       Kalama, Washington.............................................        12               (d)      Leased
       Lewiston, Idaho................................................        13               (d)      Leased
       The Dalles, Oregon.............................................        54               (d)      Leased
     SAWMILL
       Leavenworth, Washington (also log sorting).....................        69           125,000       Owned
</TABLE>

----------

(a)   Our Longview facility is used for pulp, paper and paperboard production,
      converted products production and as our corporate headquarters.


                                       11
<PAGE>

(b)   Corrugated sheet plants.

(c)   Our Spanish Fork facilities are located in the same complex. These are
      considered separate facilities but share a common warehouse and other
      structures.

(d)   Chip production facilities do not have significant covered building space.
      Buildings consist of office and shop buildings and special purpose
      structures over chipping equipment.

      In addition to the facilities listed above, we have twelve strategically
located corrugated container storage facilities that are used primarily as
warehouse space. We also have one chip reload facility.

ITEM 3. LEGAL PROCEEDINGS

      We have recently agreed to participate in the arbitration of two disputes
concerning our electric power generation. The first dispute involves
approximately $2 million that we believe the Bonneville Power Administration, or
BPA, owes us for power we indirectly sold to BPA through our local public
utility district pursuant to a now expired contract. The second dispute involves
approximately $5 million that BPA claims is owed by our public utility district
in connection with power we sold over the last several years. We have agreed
with the public utility district that it may pass through to us as a cost under
our contract the amount of such claim, if any, that is awarded to BPA in the
arbitration. We do not believe that the results of these disputes will have a
material financial impact on us.

      In early 2002, we were named a defendant in 95 asbestos related actions in
Madison County, Illinois and 6 asbestos related actions St. Louis, Missouri
along with numerous other defendants. In each case, the plaintiffs allege
asbestos related injuries from exposure to asbestos products, the origins of
which are unclear, as well as exposure to asbestos while working on the
defendants' premises. The claims are not specific as to what contacts the
plaintiffs had with us, our manufacturing plants or our products. None of these
claims specifies damages sought from us individually, but each Illinois case
seeks damages from all defendants collectively of at least $100,000, and each
Missouri case seeks damages from all defendants collectively of at least
$75,000. Given the recent nature of the claims, we have had little opportunity
to complete a factual investigation of them, but we currently believe that these
claims will not result in our having material liability, if any, for damages. In
addition, we were named a defendant in an asbestos action in King County,
Washington which is, we believe, unrelated to the Illinois and Missouri cases.
In the King County case, unspecified damages are being sought by an employee of
a former independent contractor who claims injuries resulted from alleged
exposure to asbestos while working as a contractor's employee at our Longview
mill site. It is not possible to predict with certainty the outcome of this
matter or the matters discussed above. Predictions as to the outcome of pending
litigation are inherently subject to substantial uncertainties with respect to,
among other things, factual and judicial determinations. We currently believe
all these claims are covered by our insurance, subject to applicable
deductibles, however our insurer has reserved its right to dispute the coverage.
Our general liability insurer is defending the actions.

      On a regular basis, we conduct internal reviews of our compliance with
environmental laws. As a result of an internal review completed in 2001, we
discovered several instances where new construction or modifications to our
Longview facilities may have been made without air emissions analysis and
permits that are required by the federal Clean Air Act and its regulations and
counterpart state laws and regulations (the "Clean Air Act"). The Clean Air Act
also requires that a company undertaking certain new construction and
modifications use the best available technology in controlling emissions. We
have voluntarily disclosed potential violations of the Clean Air Act to the
appropriate state and federal regulatory authorities. Our future capital
expenditure estimates include amounts that we may expend to comply with the
Clean Air Act. See "-- Regulation" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations." Although we have no preliminary
indications as the amount of sanctions, if any, that may be assessed against us
for these potential violations, we do not expect that any sanctions will be
material to us.

      From time to time we have been, and continue to be, subject to other legal
proceedings and claims in the ordinary course of our business. These include
various proceedings relating to environmental regulation, including the cleanup
of hazardous waste under the federal Comprehensive Environmental Response
Compensation and Liability Act, and similar state laws. These claims, even when
lacking merit, can result in the expenditure of significant financial and
managerial resources as we defend ourselves. Although the final outcome of any
legal proceeding cannot be predicted with any degree of certainty, we presently
believe that any ultimate liability resulting from any of the legal proceedings,
or all of them combined, would not have a material effect on our financial
position or results of operation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


                                       12
<PAGE>

      Nothing was submitted to a vote of the shareholders during the fourth
quarter of the fiscal year.

EXECUTIVE OFFICERS OF THE COMPANY

      The executive officers of the Company as of November 30, 2001, and certain
biographical information about each of these individuals, are set forth below:

<TABLE>
<CAPTION>
                                                                                                     EXECUTIVE
                                                                                                      OFFICER
   NAME                           AGE                       OFFICE                                     SINCE
   ----                           ---                       ------                                   ---------
<S>                               <C>   <C>                                                          <C>
   R. P. Wollenberg.........       86   Chairman of the Board and Chief Executive Officer               1953
   R. H. Wollenberg.........       48   President and Chief Operating Officer                           1996
   R. J. Parker.............       53   Senior Vice President -- Production and Mill Manager            1994
   D. L. Bowden.............       66   Senior Vice President -- Timber                                 1989
   K. D. Gettman............       53   Senior Vice President -- Container Group                        2001
   L. J. Holbrook...........       46   Senior Vice President -- Finance, Secretary and                 1989
                                        Treasurer
   R. B. Arkell.............       70   Vice President -- Industrial Relations and General              1986
                                        Counsel
</TABLE>

      RICHARD P. WOLLENBERG was elected Chairman of the Board in 1985, and has
been a Director since 1946. He has served as Chief Executive Officer since 1978
and as President from 1969 to September 2001. He is a member of the Executive
Committee of the Board. Mr. Wollenberg has been active at Longview Fibre since
1939. Mr. Wollenberg received a bachelor of science degree in mechanical
engineering from the University of California at Berkeley and a master's degree
in business administration from Harvard University. Richard P. Wollenberg is the
father of Richard H. Wollenberg and David A. Wollenberg.

      RICHARD H. WOLLENBERG was elected Executive Vice President in January 2001
and the President and Chief Operating Officer in September 2001, effective
October 1, 2001, and has been a Director since 1995. Mr. Wollenberg previously
served as our Senior Vice President -- Production, Western Container Division
from 1995 to 2000 and has been with Longview Fibre since 1988. Mr. Wollenberg
received a juris doctorate from Willamette University and a bachelor of
philosophy degree from Reed College.

      RICHARD J. PARKER was elected Senior Vice President -- Production and Mill
Manager in 1994 and has been a Director since 1997. He previously served as Vice
President and Assistant to the President, and Pulp Mill Superintendent and has
been with Longview Fibre since 1972. Mr. Parker received a bachelor of science
degree in chemical engineering from Washington State University, and is a
graduate of the Harvard Business School's Program for Management Development.

      KEN D. GETTMAN was elected Senior Vice President -- Container Group in
September 2001, effective October 1, 2001. He previously served as Vice
President -- Sales, Western Container Division from January 1998 to September
2001 and Sales Manager from 1994 to 1997. Mr. Gettman has been with Longview
Fibre since 1967.

      DAVID L. BOWDEN was elected Senior Vice President -- Timber in 1992, and
has been a Director since 1990. He previously served as Vice President --
Timber. He serves on the Executive Committee of the Board. Mr. Bowden has been
with Longview Fibre since 1960. Mr. Bowden received a bachelor of science degree
in forest engineering from Oregon State University.

      LISA J. HOLBROOK was elected Senior Vice President -- Finance, Secretary
and Treasurer in 1992 and has been a Director since 1992. Ms. Holbrook
previously served as Vice President -- Finance, Secretary and Treasurer and has
been with Longview Fibre since 1977. Ms. Holbrook received a bachelor of arts
degree in business administration from Washington State University, and is a
graduate of the Harvard Business School's Program for Management Development.

      ROBERT B. ARKELL was elected Vice President -- Industrial Relations and
General Counsel in 1979 and has been a Director since 1986. Mr. Arkell
previously served as Judge, Superior Court for Cowlitz County, Washington. Mr.
Arkell received a juris doctorate from the University of California, Hastings
College of Law, and a bachelor of business administration degree from the
University of Washington.

      Each of our officers are elected to their positions at the board of
directors' annual meeting in January of each year. The officers serve until the
next annual meeting or until their resignation, removal or appointment of a
successor.

                                     PART II


                                       13
<PAGE>

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

      The Company's common stock trades on the New York Stock Exchange under the
symbol "LFB". The following table sets forth, for the periods indicated, the
range of high and low market prices for the Company's common stock as reported
by the New York Stock Exchange.

<TABLE>
<CAPTION>
                                            MARKET PRICE PER SHARE
                                       --------------------------------
                                            2001             2000
                                       ---------------  ---------------
        FISCAL QUARTER                   LOW     HIGH     LOW     HIGH
        --------------                 ------   ------  ------   ------
<S>                                    <C>      <C>     <C>      <C>
        1st........................    $12.50   $14.25  $11.19   $17.75
        2nd........................     11.30    14.12   12.25    14.88
        3rd........................     11.70    13.98   10.63    13.38
        4th........................      8.30    13.10   10.56    14.19
</TABLE>

      The Company estimates that there are approximately 10,000 beneficial
owners of the Company's common stock.

      Dividends per share paid in fiscal 2001, 2000 and 1999:

<TABLE>
<CAPTION>
                MONTH PAID                   2001   2000    1999
                ----------                   -----  -----   -----
<S>                                          <C>    <C>     <C>
                January..................    $0.12  $0.12   $0.02
                April....................     0.12   0.12    0.02
                July.....................     0.12   0.12    0.08
                October..................     0.12   0.12    0.16
                                              ----   ----    ----
                                             $0.48  $0.48   $0.28
                                             =====  =====   =====
</TABLE>

      The Company's Board of Directors declared a regular dividend of $0.03 per
share to be paid on January 10, 2002 to shareholders of record on December 24,
2001.

      The Company's financing arrangements outstanding from time to time include
covenants that restrict the payment of dividends. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources."

ITEM 6. SELECTED FINANCIAL DATA

      The following table sets forth selected financial information concerning
the Company and should be read in conjunction with the audited financial
statements and notes included in "Financial Statements and Supplementary Data."

<TABLE>
<CAPTION>
                                                                            YEAR ENDED OCTOBER 31
                                                          ------------------------------------------------------------
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AND OTHER DATA)      2001         2000         1999         1998         1997
------------------------------------------------------    --------     --------     --------     --------     --------
<S>                                                       <C>          <C>          <C>          <C>          <C>
STATEMENT OF INCOME
  Net sales............................................   $875,955     $876,298     $774,349     $753,244     $772,845
     Timber............................................    161,129      161,586      170,992      166,037      186,814
     Paper and paperboard..............................    195,765      255,025      226,330      193,154      196,192
     Converted products................................    441,975      451,195      377,027      394,053      389,839
     Power.............................................     77,086        8,492           --           --           --
  Cost of products sold, including outward freight.....    725,313      710,235      644,071      666,960      661,684
  Gross profit.........................................    150,642      166,063      130,278       86,284      111,161
  Selling, administrative and general expenses.........     74,895       69,098       62,670       64,693       63,760
  Operating profit.....................................     75,747       96,965       67,608       21,591       47,401
     Timber............................................     65,238       69,438       83,207       74,470      101,740
     Paper and paperboard(a)...........................      2,173        6,472      (4,114)     (13,009)      (5,143)
     Converted products(a).............................      8,336       21,055     (11,485)     (39,870)     (49,196)
  Interest expensed....................................    (39,626)     (40,115)     (38,703)     (39,935)     (31,613)
  Other income.........................................      1,546        2,097        2,579        4,192        3,706
  Income (loss) before income taxes....................     37,667       58,947       31,484     (14,152)       19,494
  Provision for income taxes...........................     13,000       21,300       11,500      (7,500)        6,800
  Net income (loss)....................................     24,667       37,647       19,984      (6,652)       12,694
PER SHARE
  Net income (loss)....................................      $0.48        $0.73        $0.39      $(0.13)        $0.25
  Dividends............................................       0.48         0.48         0.28         0.54         0.64
</TABLE>


                                       14
<PAGE>

<TABLE>
<S>                                                     <C>          <C>          <C>          <C>          <C>
  Earnings reinvested in the business...............            --         0.25         0.11       (0.67)       (0.39)
  Shareholders' equity at year-end..................          8.33         8.38         8.14         8.03         8.70
  Average shares outstanding (thousands)............        51,152       51,677       51,677       51,677       51,691
  Shares outstanding at year-end (thousands)........        51,077       51,577       51,677       51,677       51,677
BALANCE SHEET DATA
  Total assets......................................    $1,324,448   $1,276,690   $1,212,753   $1,263,343   $1,260,903
  Working capital...................................        38,059       42,378       68,001       55,318       40,381
  Capital assets....................................     1,025,833      981,937      947,359    1,004,837    1,013,361
  Deferred tax liabilities -- net...................       184,947      171,518      153,945      142,827      141,623
  Long-term debt....................................       540,400      490,900      495,900      547,018      498,137
  Shareholders' equity..............................       425,395      432,042      420,463      414,949      449,506
</TABLE>

----------

(a)   Includes allocated results from power sales.


<TABLE>
<CAPTION>
                                                                           YEAR ENDED OCTOBER 31
                                                           ----------------------------------------------------
 (DOLLARS IN THOUSANDS EXCEPT PER SHARE AND OTHER DATA)    2001         2000        1999      1998       1997
-------------------------------------------------------  --------      -------     -------   -------   --------
<S>                                                      <C>         <C>         <C>         <C>       <C>
OTHER DATA
  Sales:
     Logs, thousands of board feet...................     235,000      209,000     230,000   235,000    218,000
     Lumber, thousands of board feet.................     100,000       93,000      85,000    76,000     65,000
     Paper, tons.....................................     252,000      298,000     241,000   221,000    202,000
     Paperboard, tons................................     106,000      183,000     240,000   140,000    177,000
     Converted products, tons........................     535,000      550,000     500,000   524,000    548,000
     Logs, $/thousand board feet.....................        $548         $613        $605      $598       $724
     Lumber, $/thousand board feet...................         323          357         378       336        443
     Paper, $/ton FOB mill equivalent................         590          580         565       610        638
     Paperboard, $/ton FOB mill equivalent...........         348          384         333       353        332
     Converted products, $/ton.......................         826          820         754       752        711
  Primary production, tons...........................     954,000    1,048,000   1,016,000   903,000    958,000
  Employees..........................................       3,700        3,750       3,650     3,700      3,900
  Funds: Used for plant and equipment................    $115,530      $99,642     $29,237   $73,054   $139,727
         Used for timber and timberlands.............       4,101        6,532       3,541    15,622     15,716
</TABLE>


                                       15
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

OVERVIEW

   Our business is organized into three segments: timber, paper and paperboard
and converted products. We benefit from significant integration between our
business segments. During fiscal year 2001, our paper and paperboard segment
obtained approximately 10% of its wood chips from logs that were harvested from
our timberlands and chipped by our chipping operations. In the same period, our
converted products segment obtained approximately 98% of its paper and
paperboard requirements from our Longview mill, representing approximately 61%
of total mill production. In addition, our business segments share centralized
corporate management, accounting, human resources and information systems
support. Our fiscal year ends on October 31.

   Net sales for individual segments are reported net of intercompany transfers.
Segment operating profits reflect selling, general and administrative expenses
directly attributable to each segment and allocations of unattributable selling,
general and administrative expenses on the basis of units of production,
projected resource utilization for each segment and the relative cost to produce
products in each segment. In the case of intercompany transfers of products
between segments, cost of products sold is based upon transfer pricing policies
that we believe assist us in managing and optimizing the consolidated financial
performance of our business as a whole. For example, when our paper and
paperboard segment obtains logs from our timber segment for whole log chipping
at our chipping facilities, we assign a transfer price to those logs based upon
the historical cost and hauling expenses of the logs, regardless of the market
price of those logs or wood chips at the time of transfer. For paperboard
acquired from our paper mill and used in our converting operations, we assign a
transfer price equal to the paper mill's cost. Depending on market conditions,
our transfer pricing practices may understate or overstate the actual price at
which we could have sold those products into the open market or the actual price
in the open market at which we could have purchased the raw materials used to
produce those products. As a consequence, these allocations and transfer pricing
policies sometimes result in individual segment results that do not reflect the
financial performance that would have resulted for a segment operating as a
stand-alone business.

   Our timber segment owns and operates timberlands in Oregon and Washington and
produces logs for sale in the domestic and export markets. During fiscal year
2001, our domestic customers consisted of approximately 60 independent sawmills
and plywood plants. Results of operations for our timber segment also include
our sawmill. Net sales of our timber segment are primarily affected by housing
starts and other construction activity in the domestic and Japanese markets.
Construction activity is influenced by mortgage interest rates and general
economic conditions in those markets. Net sales in this segment are also
affected by supply-side factors such as government regulation restricting the
harvest of timber from public and certain private lands and competition from
logs supplied by foreign producers, especially Canadian producers. The strength
of the Japanese export market can significantly influence the results of our
timber segment since our sales into that market tend to be at higher prices than
sales into the domestic market. Because all of our sales are U.S. dollar
denominated, our export sales are also significantly influenced by the relative
strength of the U.S. dollar. Cost of products sold in the timber segment
primarily include contract logging expense, the cost of operating our sawmill
and depletion, which is based on the historical cost of timber that is
harvested.

   Our paper and paperboard segment produces a wide variety of paper and
paperboard at our Longview mill. We sell our paper and paperboard products to a
number of domestic and export customers. In fiscal year 2001, our converted
products segment used approximately 61% of our paper and paperboard output. Net
sales in the paper and paperboard segment are primarily affected by general
economic activity in the United States and Southeast Asia and the relative
strength of the U.S. dollar. Average prices in this segment have also been
favorably affected by industry capacity rationalization over the last several
years. The demand for certain specialty products manufactured by our paper and
paperboard segment tends to be less dependent on the economic cycles affecting
the commodity paper market. The major component of cost of products sold for the
paper and paperboard segment is fiber, which consists primarily of wood chips,
but also includes sawdust and recycled materials. We have recently invested in
processes that allow us to use an increased amount of less expensive sawdust and
recycled materials in making our paper and paperboard products. Cost of products
sold also includes labor, energy and chemicals used in processing.

   Our converted products segment produces corrugated containers, solid fiber
boxes, creative point-of-purchase displays, handle shopping bags and merchandise
bags. Nearly all of our converted products are sold domestically for end uses
that include packaging for consumables such as fresh and frozen produce and
beverages, as well as for toys, furniture and electronics. Net sales in the
converted products segment are primarily affected by general economic activity
in the United States. The primary constituent materials for converted products
are paper and paperboard. Our converted products segment obtains approximately
98% of its paper and paperboard requirements from our Longview mill at mill
cost. Cost of products sold also includes energy, labor, ink and glue.


                                       16
<PAGE>

   Our Longview mill contains six steam-driven generators and one natural
gas-fired co-generation facility, all of which are capable of producing electric
power. During fiscal year 2001, we elected, based on the relationship between
rates we could obtain for third-party sales of electricity and the cost to us of
purchasing electricity and natural gas, to sell a significant percentage of the
electricity that we generated into the market. As a result, we realized $77.1
million from net sales of electric power during the period. The operating profit
from power sales allocated to our paper and paperboard segment was $15.6 million
in fiscal year 2001, compared with $1.3 million in fiscal year 2000. The
operating profit allocated to our converted products segment was $19.4 million
in fiscal year 2001, compared with $1.2 million in fiscal year 2000. We made
allocations between those segments based on the relative cost to produce
products in each segment. The operating profit of those segments for fiscal year
2001, net of the contribution from power sales, does not reflect the results
that we would have obtained for those segments in the absence of our decision to
sell power externally. These sales had the effect of significantly increasing
our energy costs for operation as well as increasing our requirements for
natural gas used to fuel the co-generation facility.

   Our power sales decreased during the third and fourth quarters of fiscal year
2001 primarily due to decreased prices available to us in the electric power
market. Our future decisions concerning electric power generation, including the
extent to which we operate our co-generation facility for sales into the market,
will change from period to period based on market conditions. However, the
primary contracts pursuant to which we purchased and sold power in the past have
expired and, under new terms, we have significantly less flexibility in selling
and using power generated by our facilities. We do not expect sales of power to
meaningfully contribute to our results in the coming year.

   We can curtail the operation of certain of our equipment and facilities from
time to time to provide us with flexibility in managing our operations and cost
structure. Under certain market conditions, we may fully or partially curtail
the operation of one or more of the paper machines at our Longview mill. When we
curtail a machine, we typically switch production from the curtailed machine to
maximize the efficient use of other machines that we would not otherwise fully
utilize. In addition, we may curtail the operation of certain of our converting
facilities if we believe it is advantageous to do so.

RESULTS OF OPERATIONS

   The following table highlights our net sales and profits for the periods
indicated:


<TABLE>
<CAPTION>
                                                                     AUDITED
                                                              YEAR ENDED OCTOBER 31,
                                                     ------------------------------------
   (THOUSANDS)                                         2001        2000       1999
   -----------                                       ---------    ---------    ---------
<S>                                                  <C>          <C>          <C>
   Net sales .....................................   $ 875,955    $ 876,298    $ 774,349
     Timber ......................................     161,129      161,586      170,992
     Paper and paperboard ........................     195,765      255,025      226,330
     Converted products ..........................     441,975      451,195      377,027
     Power .......................................      77,086        8,492           --
   Cost of products sold, including outward
     freight......................................     725,313      710,235      644,071
   Selling, administrative and general expenses ..      74,895       69,098       62,670
   Operating profit ..............................      75,747       96,965       67,608
     Timber ......................................      65,238       69,438       83,207
     Paper and paperboard(1) .....................       2,173        6,472       (4,114)
     Converted products(1) .......................       8,336       21,055      (11,485)
   Interest expensed .............................     (39,626)     (40,115)     (38,703)
   Net income ....................................      24,667       37,647       19,984
                                                     ---------    ---------    ---------
</TABLE>
----------

(1) Includes allocated power profits for fiscal years 2001 and 2000.

FISCAL YEAR 2001 COMPARED TO FISCAL YEAR 2000

CONSOLIDATED RESULTS

   Net sales. Fiscal year 2001 net sales were $876.0 million, compared with
$876.3 million for fiscal year 2000. Net sales remained relatively unchanged as
a result of an incremental $68.6 million of opportunistic net sales of
internally generated power to third parties on economically favorable terms,
offset by a decrease in net sales in our paper and paperboard segments of $59.3
million, or 23.2%, and in our converted products segment of $9.2 million, or
2.0%. See "Selected Segment Results" below.


                                       17
<PAGE>

   Cost of products sold. Fiscal year 2001 cost of products sold was $725.3
million, or 82.8% of net sales, compared with $710.2 million, or 81.0% of net
sales, for fiscal year 2000. This increase as a percentage of net sales was
primarily due to a 5% increase in average wood chip costs and a 59% increase in
average natural gas costs at the Longview mill, which were partially due to
increased power sales discussed above. These were partially offset by an
approximately 29% decrease in average OCC costs and high margins on power sales.
Our cost of products sold includes depreciation, depletion and amortization
costs. Depreciation, depletion and amortization consist primarily of
depreciation of our plant and equipment, the cost of timber harvested and, to a
lesser degree, amortization of logging roads. This expense was $71.6 million for
fiscal year 2001, compared with $67.4 million for fiscal year 2000.

   Selling, general and administrative expenses. Fiscal year 2001 selling,
general and administrative expenses were $74.9 million, or 8.6% of net sales,
compared with $69.1 million, or 7.9% of net sales, for fiscal year 2000. This
increase as a percentage of net sales was primarily attributable to salary
increases including market adjustments, the opening of our new Bowling Green,
Kentucky converting plant and costs associated with our business process
improvement plan.

   Operating profit. Fiscal year 2001 operating profit was $75.7 million, or
8.6% of net sales, compared with $97.0 million, or 11.1% of net sales, for the
fiscal year 2000. See "Selected Segment Results" below.

   Provision for taxes on income. Fiscal year 2001 provision for income taxes
was $13.0 million, reflecting a tax rate of 34.5%. Fiscal year 2000 provision
for income taxes was $21.3 million, reflecting a tax rate of 36.1%. The decrease
was primarily the result of a decrease in net income.

   Net income. For the reasons noted above, net income decreased to $24.7
million from $37.6 million in fiscal year 2000, representing a 34.5% decrease.

SELECTED SEGMENT RESULTS

Timber
<TABLE>
<CAPTION>
                                            YEAR ENDED
                                            OCTOBER 31,         PERCENTAGE
                                      -------------------  -------------------
                                         2001       2000     INCREASE/(DECREASE)
                                      --------   --------  -------------------

<S>                                   <C>        <C>        <C>
Timber net sales, $ millions ......   $  161.1   $  161.6       (0.3)%
Timber operating profit, $ millions       65.2       69.4       (6.0)%
Logs, thousands of board feet .....    235,000    209,000       12.4%
Lumber, thousands of board feet ...    100,000     93,000        7.5%
Logs, $/thousand board feet .......   $    548   $    613      (10.6)%
Lumber, $/thousand board feet .....        323        357       (9.5)%
</TABLE>

   Fiscal year 2001 timber net sales were $161.1 million, compared with $161.6
million for fiscal year 2000. The fiscal year 2001 results were impacted by a
decrease in log prices of 10.6% and a decrease in lumber prices of 9.5%, offset
by an increase in log volume of 12.4% and an increase in lumber volume of 7.5%.
The price decline was in part due to a soft Japanese housing market and adverse
U.S. dollar to Japanese yen exchange rates. Weak export market prices
significantly influence our average prices as export prices tend to be
significantly higher than domestic prices. The volume increases were largely due
to relatively strong demand in the domestic market, where prices, although lower
overall in fiscal year 2001, improved from levels in the first half of the year,
as well as to greater timber harvesting in 2001 as a result of improved logging
conditions over those experienced in 2000. Fiscal year 2001 export sales in the
timber segment were $54.5 million, or 33.8%, of timber net sales compared with
$66.4 million, or 41.1%, for fiscal year 2000. This decrease was a result of
export price and volume declines. Fiscal year 2001 timber operating profit was
$65.2 million, compared with $69.4 million for fiscal year 2000. The primary
reason for this 6.0% decline was a decrease in average log and lumber prices,
partially offset by an increase in log and lumber volume due to relatively
strong demand in the domestic market and less curtailment of harvesting in
fiscal year 2001, which resulted in some shifting of export sales to domestic
sales.


                                       18
<PAGE>

Paper and Paperboard

<TABLE>
<CAPTION>
                                                  YEAR ENDED
                                                  OCTOBER 31,        PERCENTAGE
                                             -------------------   -------------------
                                                2001       2000    INCREASE/(DECREASE)
                                             --------   --------   -------------------
<S>                                          <C>        <C>        <C>
Paper and paperboard net sales, $ millions   $  195.8   $  255.0      (23.2)%
Paper and paperboard operating profit,
  $ millions .............................        2.2        6.5      (66.4)%
Paper, tons ..............................    252,000    298,000      (15.4)%
Paperboard, tons .........................    106,000    183,000      (42.1)%
Paper, $/ton FOB mill equivalent .........   $    590   $    580        1.7%
Paperboard, $/ton FOB mill equivalent ....        348        384       (9.4)%
</TABLE>

   Fiscal year 2001 paper and paperboard net sales were $195.8 million, compared
with $255.0 million for fiscal year 2000. This 23.2% decrease is primarily due
to a 25.6% decrease in paper and paperboard volume, along with a decrease in
paperboard pricing, partially offset by an increase in paper pricing. Paperboard
volume decreased by 42.1% primarily as a result of our decision not to sell into
the Asian market at prices that were depressed due to a general worsening of
business conditions in Asia and the strength of the U.S. dollar. In addition,
Chinese and other Asian producers added Kraft top recycled linerboard capacity
that tended to reduce export Kraft linerboard prices. As a result of our
decision, we have fully curtailed our least efficient paperboard machine in
addition to curtailing two other machines to match production with incoming
orders. Fiscal year 2001 export sales in the paper and paperboard segment were
$60.2 million, or 30.7%, of paper and paperboard net sales, compared with $95.8
million, or 37.6%, for fiscal year 2000. Paper volume decreased as a result of a
general economic slowdown in the U.S. market and increased competition from
European producers in the export market due to, among other things, strength in
the U.S. dollar. However, paper prices increased due to a change in our product
mix as we continued to increase sales of TEA-Kraft(TM) paper in the domestic
market and other value-added products. Fiscal year 2001 paper and paperboard
operating profit was $2.2 million, compared with $6.5 million for fiscal year
2000. Operating profits were negatively impacted by a 5% increase in the average
cost of wood chips. In fiscal year 2001, residual wood chip costs increased and
we used a greater proportion of more expensive wood chips from whole log
chipping operations. We have since reduced our use of whole log chips and are
taking advantage of lower-cost residual chips. Operating profits were also
negatively affected by increased costs caused by low machine utilization rates
in the first half of fiscal year 2001 and higher energy prices. Operating
profits were favorably impacted by the profits from the sale of electrical power
allocated to the paper and paperboard segment. We allocated $15.6 million to the
segment operating profit as a result of power sales in fiscal year 2001,
compared with $1.3 million in fiscal year 2000. The basis for this allocation
was consistent with the method used to allocate identifiable assets and other
costs between segments. These sales had the effect of significantly increasing
our energy costs for operation of the paper and paperboard segment as well as
increasing our requirements for natural gas used to fuel the co-generation
facility. Due to the increased sale of power in fiscal year 2001, plus the
increased cost of natural gas, energy costs increased from 8% to 14% of paper
and paperboard and converted products net sales (including allocated power
sales) in fiscal years 2000 and 2001, respectively. However, energy prices have
decreased in the fourth quarter of fiscal year 2001 and we expect decreased
sales of energy into the market in fiscal year 2002. The Longview mill operated
at 80% of capacity during fiscal year 2001 compared with 88% during fiscal year
2000.

Converted Products

<TABLE>
<CAPTION>

                                              YEAR ENDED
                                              OCTOBER 31,               PERCENTAGE
                                       -------------------------    -------------------
                                          2001          2000        INCREASE/(DECREASE)
                                       ------------ ------------    -------------------
<S>                                    <C>          <C>               <C>
Converted products sales, $ millions   $    442.0   $    451.2            (2.0)%
Converted products operating profit,
  $ millions .......................          8.3         21.1           (60.4)%
Converted products, tons ...........      535,000      550,000            (2.7)%
Converted products, $/ton ..........   $      826   $      820             0.7%
</TABLE>

   Fiscal year 2001 converted products net sales were $442.0 million, compared
with $451.2 million for fiscal year 2000. Converted products volume decreased
2.7% due to general softening of the economy. Converted product pricing was
favorably impacted by increased sales of value-added products such as
point-of-purchase displays and higher-quality print orders. Our specialty
products, which we identify as print jobs with four colors or more, jobs with a
high percentage of die-cuts and other enumerated converted products, represented
26.7% of our converted products net sales for fiscal year 2001, compared with
26.3% for fiscal year 2000. Fiscal year 2001 converted products operating profit
was $8.3 million, compared with $21.1 million for the fiscal year 2000.
Operating profits were negatively impacted by the increased cost of paper and
paperboard supplied to us by the Longview mill and increased converting costs,
including labor and converting supplies, offset by the favorable impact of the
profits from the sale of electrical power


                                       19
<PAGE>

allocated to the converted products segment. The increase in paper and
paperboard cost was due to the Longview mill's increased cost of wood chips and
natural gas and power related costs described above and the increased costs due
to a lower operating rate at the mill. The average mill cost of paper and
paperboard supplied to our converting plants increased by 4.7% for fiscal year
2001, as compared to fiscal year 2000. The increased cost was also partially
attributable to the increased use of high-quality paperboard used in
manufacturing value-added products. We allocated $19.4 million to the segment
operating profit as a result of power sales in fiscal year 2001, compared with
$1.2 million in fiscal year 2000.

FISCAL YEAR 2000 COMPARED TO FISCAL YEAR 1999

CONSOLIDATED RESULTS

   Net sales. Fiscal year 2000 net sales were $876.3 million, compared with
$774.3 million for fiscal year 1999. This 13.2% increase was attributable to an
increase in paper and paperboard net sales of $28.7 million, or 12.7%, converted
products net sales of $74.2 million, or 19.7%, and new power sales of $8.5
million, offset by a decrease in net sales in our timber segment of $9.4
million, or 5.5%.

   Cost of products sold. Fiscal year 2000 cost of products sold was $710.2
million, or 81.0% of net sales, compared with $644.1 million, or 83.2% of net
sales, for fiscal year 1999. The decrease as a percentage of net sales was
primarily due to improved margins resulting from an increase in prices in most
of our segments and a decrease in depreciation, depletion and amortization
costs. Expense for depreciation, depletion and amortization amounted to $67.4
million for fiscal year 2000, compared with $84.2 million for fiscal year 1999.
This change resulted primarily from the extension of the depreciable lives of
our major equipment following a study we conducted to assess the average useful
life of certain of our capital assets and to approximate industry standards.

   Selling, general and administrative expenses. Fiscal year 2000 selling,
general and administrative expenses were $69.1 million, or 7.9% of net sales,
compared with $62.7 million, or 8.1% of net sales, for fiscal year 1999. The
decrease as a percentage of net sales was partially due to an increase in net
sales due to pricing increases in most of our segments. This decrease was offset
by an increase in our converted products sales force and other staff, in
conjunction with the expansion of our converting plants in 2000 and our focus on
marketing specialty, value-added converted products, coupled with salary
increases and increased training costs.

   Operating profit. Fiscal year 2000 operating profit was $97.0 million, or
11.1% of net sales, compared with $67.6 million, or 8.7% of net sales, for
fiscal year 1999. This increase was attributable to a $10.6 million increase in
paper and paperboard operating profit, and $32.5 million increase in converted
products operating profit, offset by a $13.8 million decrease in timber
operating profit.

   Provision for taxes on income. Fiscal year 2000 provision for income taxes
was $21.3 million, reflecting a tax rate of 36.1%. Fiscal year 1999 provision
for income taxes was $11.5 million, reflecting a tax rate of 36.5%. This
increase was primarily due to an increase in net income resulting from increased
operating profit.

   Net income. For the reasons noted above, fiscal year 2000 net income
increased to $37.6 million from $20.0 million in fiscal year 1999.

SELECTED SEGMENT RESULTS

Timber

<TABLE>
<CAPTION>
                                         YEAR ENDED
                                         OCTOBER 31,           PERCENTAGE
                                      ------------------    -------------------
                                         2000      1999     INCREASE/(DECREASE)
                                      --------   --------   -------------------
<S>                                   <C>        <C>        <C>
Timber sales, $ millions ..........   $  161.6   $  171.0       (5.5)%
Timber operating profit, $ millions       69.4       83.2      (16.5)%
Logs, thousands of board feet .....    209,000    230,000       (9.1)%
Lumber, thousands of board feet ...     93,000     85,000        9.4%
Logs, $/thousand board feet .......   $    613   $    605        1.3%
Lumber, $/thousand board feet .....        357        378       (5.6)%

</TABLE>

   Fiscal year 2000 timber net sales were $161.6 million, compared with $171.0
million for fiscal year 1999. This 5.5% decrease was primarily due to a decrease
in log volume of 9.1% and a decrease in lumber prices of 5.6%, partially offset
by an increase in log prices and lumber volume. Domestic log volume and prices
decreased as a result of the deterioration of domestic demand throughout the


                                       20
<PAGE>

year, while export prices increased overall in fiscal year 2000, with export
volume remaining stable. Fiscal year 2000 export sales in the timber segment
were $66.4 million, or 41.1%, of timber net sales, compared with $63.9 million,
or 37.4%, for fiscal year 1999. Prices in the domestic lumber markets declined
throughout most of the period primarily due to an increase in Canadian lumber
exports. Lumber volume increased despite falling prices due to our decision to
maintain certain customer relationships. Fiscal year 2000 timber operating
profit was $69.4 million, compared with $83.2 million for fiscal year 1999. The
primary reason for this 16.5% decline was a decrease in log volume and lumber
prices and, to a lesser extent, higher logging expenses, costs associated with
installing a new saw in our sawmill and increased depletion costs related to the
mix of timber harvested in 2000.

Paper and Paperboard

<TABLE>
<CAPTION>
                                         YEAR ENDED
                                         OCTOBER 31,               PERCENTAGE
                                      ------------------       -------------------
                                         2000      1999        INCREASE/(DECREASE)
                                      --------   --------      -------------------
<S>                                   <C>        <C>            <C>
Paper and paperboard sales, $ millions   $   255.0   $   226.3        12.7%
Paper and paperboard operating profit,
  $ millions .........................         6.5        (4.1)        N/A
Paper, tons ..........................     298,000     241,000        23.7%
Paperboard, tons .....................     183,000     240,000       (23.8)%
Paper, $/ton FOB mill equivalent .....   $     580   $     565         2.7%
Paperboard, $/ton FOB mill equivalent          384         333        15.3%

</TABLE>

   Fiscal year 2000 paper and paperboard net sales were $255.0 million, compared
with $226.3 million for fiscal year 1999. This 12.7% increase was primarily due
to increases in average paper and paperboard prices of 2.7% and 15.3%,
respectively. The price increases were primarily due to lower domestic
inventories resulting from the rationalization of paper machines following
industry consolidation in 1999 and the curtailment of paper machines by a number
of manufacturers. Additionally, we continued to increase our domestic sales of
specialty, value-added products such as TEA-Kraft(TM) paper through a targeted
marketing effort. Paper volume increased by 23.7% primarily due to sales of
TEA-Kraft(TM) paper and sales to new Canadian customers that we established
during fiscal year 2000. The paper volume increase was offset by a 23.8%
decrease in paperboard volume. We significantly increased export sales of
corrugated medium and linerboard in fiscal year 1999 following improved demand
and constrained supply. As a result of deteriorating margins on these products
due to strong competition and weak prices, we significantly reduced export
paperboard volume in fiscal year 2000. Fiscal year 2000 export sales in the
paper and paperboard segment were $95.8 million, or 37.6%, of paper and
paperboard net sales compared with $95.1 million, or 42.0%, in fiscal year 1999.
Fiscal year 2000 paper and paperboard operating profit was $6.5 million,
compared with an operating loss of $4.1 million for fiscal year 1999. Operating
profits were favorably impacted by higher prices, increased domestic sales of
value-added products such as TEA-Kraft(TM) paper and significantly reduced
export sales of low margin corrugated medium and linerboard. This favorable
impact to operating profits was partially offset by increased wood chip and
energy costs. Average wood chip costs were about 4% higher in fiscal year 2000
than in the prior fiscal year. The average cost of OCC, a significant source of
this segment's raw materials, was 27% higher in fiscal year 2000 compared with
fiscal year 1999 due to increased prices resulting from unusually high demand
for OCC. For fiscal year 2000, these two raw materials combined represented
approximately 38% of our total segment cost of products produced, not including
shipping, warehousing and outward freight, compared with approximately 37% for
fiscal year 1999. The average cost of electricity and natural gas increased
approximately 5% and 21%, respectively, for fiscal year 2000 compared with
fiscal year 1999. The Longview mill operated at approximately 88% of capacity
during fiscal year 2000 compared with approximately 85% during fiscal year 1999.

Converted Products

<TABLE>
<CAPTION>
                                           YEAR ENDED
                                           OCTOBER 31,               PERCENTAGE
                                      --------------------      -------------------
                                         2000        1999       INCREASE/(DECREASE)
                                      --------     --------     -------------------
<S>                                   <C>          <C>           <C>

Converted products sales, $ millions   $    451.2   $   377.0         19.7%
Converted products operating profit,
  $ millions .......................         21.1       (11.5)         N/A
Converted products, tons ...........      550,000     500,000         10.0%
Converted products, $/ton ..........   $      820   $     754          8.8%

</TABLE>

   Fiscal year 2000 converted products net sales were $451.2 million, compared
with $377.0 million for fiscal year 1999. This 19.7% increase was primarily due
to increases in volume of 10.0% and an increase in price of 8.8%. Although
general corrugated container demand was relatively flat for fiscal year 2000, we
believe our volume improved due in large part to our efforts to expand
specialty, value-added product sales through an increased focus on marketing
specialty products and increased value placed by customers on the


                                       21
<PAGE>

quality and service we provide. In the middle of fiscal year 2000, we were also
successful in implementing price increases for most of our converted products.
In fiscal year 2000, our specialty products represented 26.3% of net average
sales, compared with 24.6% for fiscal year 1999. Fiscal year 2000 converted
products operating profit was $21.1 million, compared with an operating loss of
$11.5 million for fiscal year 1999. The primary reasons for the improvement were
the price and volume increases, partially offset by increases in the cost of
producing paperboard supplied from the Longview mill as described above, and
increases in wages and the hiring of additional sales representatives at our
converting plants.

LIQUIDITY AND CAPITAL RESOURCES

   At October 31, 2001, our financial position included long-term debt of $585.4
million, including current installments of long-term debt of $45.0 million.
Additionally, short-term borrowings at October 31, 2001 were $8.0 million.

   Net cash provided by operations was $110.5 million in fiscal year 2001,
$112.4 million in fiscal year 2000 and $117.1 million in fiscal year 1999. The
decrease in fiscal year 2001 was primarily due to a decrease in operating
profits. The decrease in fiscal year 2000 was largely the result of increased
pension and other noncurrent assets. For the remainder of fiscal year 2002, we
do not expect power sales to meaningfully contribute to cash provided by
operations. In fiscal year 2001, $35.0 million of operating profit was
attributable to power sales.

   Net cash used for investing was $118.5 million in fiscal year 2001, $104.9
million in fiscal year 2000 and $27.6 million in fiscal year 1999. Our capital
expenditures, including timberland acquisitions, were $119.6 million in fiscal
year 2001, $106.2 million in fiscal year 2000 and $32.8 million in fiscal year
1999. In fiscal year 2000, we started a capital program to enable us to increase
our domestic converted products business in an effort to reduce our reliance on
the competitive export paperboard market. That program has been substantially
completed. Significant capital expenditures in 2001 included the construction of
our new Bowling Green, Kentucky converting plant; purchasing of flexo folder
gluers, expansion of the material handling system and other equipment upgrades
at our Spanish Fork, Utah converting plant; upgrading our Amsterdam, New York
converting facility by expanding the building, increasing the corrugator's
capacity and purchasing a flexo folder gluer; and the completion of the
replacement of the press section of a paper machine which began in 2000. That
program has been substantially completed. Significant capital expenditures in
fiscal year 2000 included the purchase of a corrugator for our Spanish Fork
converting plant; the construction of our Seward, Nebraska converting plant; the
rebuilding of a paper machine; and the commencement of work to replace the press
section on a paper machine. In fiscal year 1999, we made lower capital
expenditures as a result of lower operating profits and our ability to curtail
investing based on prior year's expenditures.

   As a result of substantial capital investments in recent years and debt
service requirements, we expect to substantially reduce our capital expenditures
for the next several years. Capital expenditures are expected to total
approximately $43 million for each of fiscal years 2002 and 2003, including
expenditures for timber purchases, plant and equipment maintenance and
improvements and environmental compliance.

   Net cash provided by financing was $8.0 million in fiscal year 2001, while
the net cash used for financing was $7.6 million in fiscal year 2000 and $89.5
million in fiscal year 1999. The change in fiscal year 2001 primarily reflects a
$39.4 million increase in borrowings during fiscal year 2001 to fund capital
expenditures such as the construction of our Bowling Green, Kentucky converting
plant and the purchase of founders' stock for $6.8 million. Debt increased by
$10.0 million in fiscal year 2000 and decreased by $73.6 million in fiscal year
1999. The reduction in our debt in 1999 was due to a reduced level of capital
expenditures from previous years, and an increase in operating profit and a
decrease in interest expense over the same period, which allowed more of our
cash to be used to repay our debt.

   During fiscal years 2001 and 2000, we purchased an aggregate of 500,000 and
100,000 shares of our stock, respectively, for approximately $6.8 million and
$1.3 million, respectively. During fiscal year 1999 we did not purchase shares
of our stock.

   Each quarter we determine the amount of our dividend based on operating
results, current market conditions and debt levels. Cash dividends of $0.03 per
share were declared and paid in the first fiscal quarter of 2002 in the
aggregate amount of $1.5 million. During the first fiscal quarter of 2001, we
declared and paid $0.12 per share in the aggregate amount of $6.2 million. The
reduction in the first fiscal quarter of 2002 was based on fourth quarter
earnings and current economic conditions that were negatively affecting our
business. During fiscal year 2001, we declared and paid total dividends of $0.48
per share, for an aggregate amount of $24.6 million. Dividends of $0.48 and
$0.28 per share were paid in fiscal year 2000 and fiscal year 1999,
respectively, for aggregate amounts of $24.8 million and $14.5 million,
respectively.


                                       22
<PAGE>

   On March 14, 2002, we announced that the board of directors suspended the
dividend for the second fiscal quarter of 2002. The suspension of the dividend
was due primarily to the $6 million net loss incurred in the first fiscal
quarter of 2002. On June 14, 2002, we announced that the board of directors
suspended the dividend for the third fiscal quarter of 2002. The suspension of
the dividend was due primarily to the net loss incurred in the first six months
of 2002.

   At October 31, 2001, we had bank lines of credit totaling $370 million. Of
this amount, $320 million was provided by a group of banks under a credit
agreement expiring in February 2003. At October 31, 2001, we had $282.0 million
outstanding under this agreement. In addition, at October 31, 2001, we had an
outstanding balance of $35.0 million under the remaining $50.0 million of our
lines of credit. Also outstanding at October 31, 2001, were various senior notes
totaling $249.5 million principal amount, which includes a $72.5 million
principal amount senior note offering that closed during the third quarter 2001,
and revenue bonds of $26.9 million principal amount. Our financing arrangements
require us to be in compliance with certain financial covenants, including
minimum net worth, short- and long-term borrowing ratio, current ratio and fixed
charge coverage ratio requirements and restrict our payment of dividends.

   At January 31, 2002, we had long-term debt of $602.1 million, including
current installments of long-term debt of $32.4 million. In addition, short-term
borrowings at January 31, 2002 were $41.0 million. At October 31, 2001, our
financial position included long-term debt of $585.4 million, including current
installments of long-term debt of $45.0 million. Additionally, short-term
borrowings at October 31, 2001 were $8.0 million.

   In December 2001, we decided to refinance our $320 million and $35 million
lines of credit and $45.0 million of our senior notes. In January 2002, we
entered into a new $250 million senior unsecured revolving credit facility and
privately placed $215 million of senior subordinated notes with institutional
investors.

   Our outstanding debt exceeds historical levels due to borrowings made in
connection with substantial expenditures related to the capital improvement
program that we have engaged in since fiscal year 2000 and our recent timberland
acquisitions, as well as the payment of dividends and stock repurchases and
decreased operating profit in fiscal year 2001 compared to fiscal year 2000. In
addition, our financial statements reflect $20 million of debt related to our
6.76% Senior Notes due August 15, 2002; however, we have irrevocably placed
funds into an escrow account to repay those notes at maturity. We have
substantially completed the capital investment program initiated in 2000. We
expect to reduce debt to more moderate levels by substantially reducing capital
expenditures over the next several years and improving operating results by
reducing our raw material costs, lowering our cost of procurement and balancing
our staffing levels consistent with current orders. In addition, we have
suspended our dividend until operating profits and cash flow return to more
acceptable levels.

   As of March 31, 2002, our aggregate annual debt principal repayments are as
follows:

                      PRINCIPAL
      FISCAL YEAR      AMOUNT
      -----------   ------------
     2002(a)....... $ 30,000,000
     2003             62,400,000
     2004                     --
     2005(b)         194,000,000
     2006             85,500,000
     2007                     --
     2008             24,000,000
     2009            215,000,000
     2010-2018        29,500,000

        (a) Includes $20.0 million that will be repaid with the proceeds from
        funds we have irrevocably placed in escrow and $10 million drawn on one
        of our credit facilities.

        (b) Includes $164 million drawn on our $250 million revolving credit
        facility.

        For the quarter ended April 30, 2001, we obtained amendments from the
holders of certain senior notes with respect to compliance with covenants that
require us to maintain a specified current ratio. The amendments affected the
quarters ended April 30, 2001 and July 31, 2001. As of June 2001, when we closed
a senior note offering, we were in full compliance with all financial covenants
of the


                                       23
<PAGE>

original note agreements without regard to the amendments. As a result of
amendments to certain senior notes obtained in 1999, we continue to pay an
additional 0.75% per annum over the original note coupon rates until an
investment grade credit rating is obtained for our unsecured debt.

OTHER

   During the year ended October 31, 1999, we adjusted the estimated useful
lives of some capital assets. As a result of an updated comparison of the
estimated useful lives for various asset categories of certain companies in the
industry and further study of our own asset base, we adjusted the estimated
useful lives of our machinery and equipment for fiscal year 2000. The estimated
useful lives now range from 20 to 40 years for buildings and principally from 15
to 20 years for machinery and equipment. These changes increased fiscal 2000 and
fiscal 1999 net income by approximately $10.2 million and $5.8 million,
respectively.

   We continually review any known environmental exposures including the cost of
remediation. At the present time, we are not aware of any environmental
liabilities that would have a material impact on the consolidated financial
statements.

   Although we believe that we are in substantial compliance with federal, state
and local laws regarding environmental quality, the Environmental Protection
Agency (EPA) has issued a final air and water quality rule referred to as the
"Cluster Rule." We estimate that over the next 5 years required pollution
control capital expenditures could range from $15.0 million to $20.0 million. We
have included these estimated expenditures in our capital expenditure budget
discussed above.

   Although future pollution control expenditures cannot be predicted with any
certainty and could continue to escalate because of continuing changes in laws
and regulations and uncertainty as to how they will be interpreted and applied,
we believe that compliance with these regulations will not have a material
impact on our capital expenditures, earnings or competitive position.

   As part of an industry-supported effort, forestry regulations have been
developed in Oregon and Washington to protect salmon. These regulations restrict
the harvest of timber near streams and other environmentally sensitive areas,
thereby reducing the timber that can be harvested and increasing costs.

   Our exposure to market risks on our financial instruments is limited to
interest rate changes on variable rate debt, including debt under our revolving
credit facilities. The interest rates applied to our variable rate borrowings
are adjusted often and therefore react quickly to any movement in the general
trend of market interest rates. Interest expense incurred annually related to
our variable rate debt is dependent upon the amount outstanding during the year
and the extent to which interest rates rise and fall. In the past we did not
engage in commodity, currency or interest rate hedging arrangements or engage in
transactions involving derivatives. On April 2, 2002, we entered into two
interest rate swaps, whereby we replaced an aggregate of $70.0 million of 10%
fixed rate debt with variable rate debt, which bore interest at approximately
6.6% as of April 2, 2002. The swaps expire on January 15, 2009.

   If the weighted average interest rate on our variable rate debt increased by
1.0% per annum, our annual interest expense would increase by $2.8 million based
on our outstanding debt as of March 31, 2002, assuming we had entered the swaps
on March 31, 2002.

              FACTORS THAT MAY AFFECT OUR FUTURE OPERATING RESULTS

   You should carefully consider the risks and uncertainties described below and
the other information in this report. They are not the only ones we face.
Additional risks and uncertainties that we are not aware of or that we currently
deem immaterial also may impair our business. If any of the following risks
actually occur, our business, financial condition and operating results could be
materially adversely affected and the trading price of our common stock could
decline.

CYCLICAL INDUSTRY CONDITIONS AND COMMODITY PRICING HAVE ADVERSELY AFFECTED AND
MAY CONTINUE TO ADVERSELY AFFECT OUR EARNINGS.

   Our operating results reflect the general cyclical pattern of the forest,
paper and packaging products industries. Most of our products are commodity
products and are subject to competition from other timber companies and paper
and paperboard products manufacturers worldwide. Historically, prices for our
products have been volatile, and we, like other participants in the forest,
paper and packaging products industries, have limited influence over the timing
and extent of price changes for our products. Product pricing is significantly
affected by the relationship between supply and demand in the forest, paper and
packaging products industries. Product supply is influenced primarily by
fluctuations in available manufacturing capacity. Demand is affected by the
state of the economy in general and a variety of other factors. The demand for
our timber is primarily affected by the level of new residential construction
activity and home repair and remodeling activity. Demand for our paper and
packaging products is primarily affected by the state of the global economy in
general and the economies in North America and East Asia in particular. Due to
generally weak


                                       24
<PAGE>

worldwide economic conditions, especially in our main export market, Asia,
global demand for our paper and paperboard products has generally declined. For
instance, the average price per thousand board feet we realized from the sale of
logs declined to $548 in fiscal year 2001 from $613 in fiscal year 2000, and the
average price per ton we realized from the sale of paperboard declined to $348
from $384 over the same period. See "Management's Discussions and Analysis of
Financial Condition and Results of Operations," and "Industry Overview" for
discussions on our average prices and price fluctuations within the industry. A
prolonged and severe weakness in the markets for one or more of our principal
products could seriously harm our ability to have positive earnings and our
ability to satisfy our cash requirements, including the payment of interest and
principal on our debt.

OUR INDUSTRIES ARE HIGHLY COMPETITIVE AND SUBJECT TO WIDE PRICE FLUCTUATIONS
THAT LEAD TO SUBSTANTIAL PRICE COMPETITION AND VOLATILITY.

   The forest, paper and packaging products industries are highly competitive
globally, and no single company is dominant. These industries have suffered, and
continue to suffer, from excess capacity. During fiscal year 2001, our Longview
mill operated at 80% of capacity. These industries are also capital intensive,
which leads to high fixed costs and generally results in continued production as
long as prices are sufficient to cover marginal costs. Our competitors include
large, vertically integrated forest, paper and packaging products companies and
numerous smaller companies. Larger companies that compete with us in each of our
markets may be better able to withstand the adverse nature of the business cycle
because they may have greater financial resources than we do. In the past year,
we have seen significant competition in the Japanese timber market as European
competitors have benefited from the strength of the U.S. dollar relative to the
Euro. These conditions have contributed to substantial price competition and
volatility within our industry, especially during periods of reduced demand.
Future decreases in prices for our products would adversely affect our cash flow
and net income. These factors, coupled with our substantial leveraged position,
may harm our ability to respond to competition and other market conditions.

PRICE FLUCTUATIONS IN RAW MATERIALS COULD ADVERSELY AFFECT OUR ABILITY TO OBTAIN
THE MATERIALS NEEDED TO MANUFACTURE OUR PRODUCTS.

   The most significant raw material used in our operations is fiber, including
wood, recycled and other fiber, which during fiscal year 2001 accounted for
43.0% of our costs of products produced in our paper and paperboard segment, not
including shipping, warehousing and outward freight. We obtained approximately
90% of our wood fiber requirements at open market prices during fiscal year
2001. We also obtained almost all of our recycled fiber on the open market. Wood
and recycled fiber are both subject to commodity pricing, which fluctuates on
the basis of market factors over which we have no control. In addition, the cost
of fiber that we purchase in the market has at times fluctuated greatly because
of economic or industry conditions, particularly the conditions in the Pacific
Northwest, where we purchase most of our fiber. Further, our access to wood
fiber could be adversely affected by consolidation of sawmills in the Pacific
Northwest that supply wood fiber to our Longview mill, as well as more stringent
environmental or other regulations affecting the supply or cost of timber to
those sawmills. We may not be able to pass any future raw material cost
increases through to our customers through product price increases. Our
inability to pass increased costs through to our customers could decrease our
net income and cash flow.

OUR OPERATIONS REQUIRE SUBSTANTIAL CAPITAL AND OUR CAPITAL RESOURCES MAY NOT BE
ADEQUATE TO PROVIDE FOR ALL OF OUR CASH REQUIREMENTS.

   Our operations require substantial capital. Capital requirements for
expansion, replacement and maintenance of existing facilities or equipment or to
comply with existing and future changes in environmental laws and regulations
may be substantial. Although we maintain our equipment with regular periodic and
scheduled maintenance, key pieces of equipment may need to be repaired or
replaced or we may incur significant additional costs associated with
environmental compliance. The costs of repairing or replacing equipment and the
associated downtime of an affected production line could harm our cash flow. If
our future capital resources are inadequate to provide for our operating needs,
capital expenditures and other cash requirements on economic terms, we may have
difficulty continuing our operations.

WE ARE SUBJECT TO SIGNIFICANT ENVIRONMENTAL REGULATION AND ENVIRONMENTAL
COMPLIANCE EXPENDITURES AND LIABILITIES.

   Our businesses are subject to many federal, state and local environmental,
health and safety laws and regulations, particularly with respect to the
restoration and reforestation of timberlands, harvesting timber near waterways,
discharges of pollutants and emissions, and the management, disposal and
remediation of hazardous substances or other contaminants. Compliance with these
laws and regulations is a significant factor in our business and we have
incurred, and expect to continue to incur, significant expenditures to remain in
compliance. We expect that the environmental laws and regulations to which we
are subject will become more stringent and more stringently enforced in the
future. Our failure to comply with applicable environmental laws and regulations
and permit


                                       25
<PAGE>

requirements could result in civil or criminal fines or penalties or enforcement
actions, including regulatory or judicial orders enjoining or curtailing
operations or requiring corrective measures, installation of pollution control
equipment or remedial actions.

   Some environmental laws and regulations impose liability and responsibility
on present and former owners, operators or users of facilities and sites for
contamination at such facilities and sites without regard to causation or
knowledge of contamination. Investigations may lead to discoveries of
contamination that must be remediated, and closures of facilities may trigger
compliance requirements that are not applicable to operating facilities.
Consequently, existing or future circumstances or developments with respect to
contamination, including unanticipated discovery of contamination or discharges
of hazardous substances, may require significant expenditures by us and
internally generated funds or other sources of liquidity and capital may not be
sufficient to fund unforeseen environmental liabilities or expenditures.

   Some environmental laws permit individuals, citizens groups and other third
parties to file claims against us based upon alleged violations of laws or
damages to property stemming from contamination, or upon alleged injury to
persons stemming from exposure to hazardous substances used or otherwise
controlled by us. We may be required to expend significant sums to defend and/or
settle existing or future claims.

NATURAL DISASTERS OR OTHER EVENTS MAY CAUSE LOSSES TO OUR TIMBER HOLDINGS OR
LIMIT OUR ABILITY TO HARVEST OUR TIMBER.

   The volume and value of timber that we can harvest from our lands may be
limited by natural disasters and other events such as fire, insect infestation,
disease, ice storms, wind storms, flooding, other weather conditions and other
causes. Further, as is typical in the industry, we do not maintain insurance for
any loss of our standing timber from natural disasters or other causes. In
addition, fire and other natural disasters in adjacent or nearby timberlands may
limit our access to, or impede our ability to harvest, our timber. In periods of
poor logging conditions, we may harvest less timber than expected, thus
impacting our net sales of timber during such periods.

HIGH ENERGY COSTS COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.

   Our average cost of electrical energy increased from $31.19 per mkwh, or
thousand kilowatt hours, to $40.47 per mkwh from fiscal year 2000 to fiscal year
2001, and our average cost of natural gas increased from $3.76 per mmbtu, or
million British thermal units, to $5.99 per mmbtu during the same periods. Those
rapid and substantial price increases in part caused our energy costs to
increase from 8.9% of manufacturing costs in fiscal year 2000 to 13.8% of
manufacturing costs in fiscal year 2001. We have not been able, and in the
future may not be able, to pass all increased energy costs through to our
customers. In addition, the primary contracts pursuant to which we
advantageously purchased and sold power in the past have expired and, under new
terms, we have significantly less flexibility to mitigate the costs of energy
used by our facilities.

CHANGES IN THE VALUE OF THE U.S. DOLLAR RELATIVE TO OTHER CURRENCIES COULD
RESULT IN FLUCTUATIONS IN DEMAND FOR OUR PRODUCTS.

   While all of our revenues are earned in U.S. dollars, a large portion of our
sales are made to customers operating in markets that use currencies other than
U.S. dollars. For the fiscal year 2001, exports accounted for over 13.1% of our
total sales. Of this amount, 6.2% of our total sales came from timber export
sales, primarily to Japan, and 6.9% of our total sales came from export sales of
paper and paperboard, primarily to Hong Kong, Canada and Southeast Asia.
Strength in the value of the U.S. dollar relative to the currencies of these
countries could make it more expensive for our customers operating in foreign
markets to purchase our products, could make our products less price competitive
with our foreign competitors, and could consequently reduce the demand for our
products. The value of the U.S. dollar relative to the Japanese yen has steadily
increased from JPcentsD104.78 per U.S. dollar on April 14, 2000 to
JPcentsD132.15 per U.S. dollar on April 15, 2002, an increase in the value of
the U.S. dollar relative to the yen of approximately 26%. A reduction in demand
for our products could harm our ability to sell our products at acceptable
prices.

   In addition, adverse currency valuations could make paper and paperboard from
foreign competitors more price competitive in the U.S. market. This situation
has caused, and from time to time in the future may cause, excess supply of
paper and paperboard in the United States, which, in turn, will likely result in
a decrease in U.S. paper and paperboard prices.

OUR ABILITY TO PRODUCE AND SELL OUR PRODUCTS MAY BE HARMED BY FUTURE LABOR
DISRUPTIONS.

   Approximately 2,330 of our employees, or over 60% of our workforce, are
parties to collective bargaining agreements. As a result, there is a risk of
work stoppage due to strikes or walkouts. We have 11 collective bargaining
agreements expiring at various times through calendar year 2006, including three
agreements covering approximately 332 employees that will expire during calendar
year


                                       26
<PAGE>

2002. Any significant work stoppage as a result of the failure to successfully
negotiate new collective bargaining agreements could adversely affect our
ability to produce and sell our product.

OUR PULP AND PAPER MILL AND ALL OF OUR PAPER MACHINES ARE LOCATED AT A SINGLE
COMPLEX IN LONGVIEW, WASHINGTON.

   Our pulp and paper mill and all of our paper machines are located at a single
350 acre complex in Longview, Washington. Since we do not have pulp and paper
production elsewhere, a material disruption at our mill could result in a
material disruption of our paper making operations. Such disruptions could be
caused by:

   -  prolonged power failures;

   -  a breakdown of our continuous pulp digesters;

   -  chemical spill or release;

   -  disruptions in the transportation infrastructure including railroad
      tracks, bridges, tunnels and roads; or

   -  fires, floods, earthquakes or other disasters.

   Although we currently have certain business insurance and replacement value
insurance, we may not be adequately insured to cover the total amount of any
losses caused by any of the above events. In addition, we are not insured
against any losses due to interruptions in our business due to damage to or
destruction of our Longview pulp and paper making complex caused by earthquakes
or to major transportation infrastructure disruptions or other events that do
not occur on our premises. A disruption in our pulp and paper operations would
also adversely affect our converting plants, which in fiscal year 2001 obtained
approximately 98% of their paper and paperboard requirements from our mill.

ITEM 7A -- QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

   Our exposure to market risks on our financial instruments is limited to
interest rate changes on variable rate debt, including debt under our revolving
credit facilities. The interest rates applied to our variable rate borrowings
are adjusted often and therefore react quickly to any movement in the general
trend of market interest rates. Interest expense incurred annually related to
our variable rate debt is dependent upon the amount outstanding during the year
and the extent to which interest rates rise and fall. In the past we did not
engage in commodity, currency or interest rate hedging arrangements or engage in
transactions involving market risk sensitive instruments. On April 2, 2002, we
entered into two interest rate swaps, whereby we replaced an aggregate of $70.0
million of 10% fixed rate debt with variable rate debt, which bore interest at
approximately 6.6% as of April 2, 2002. The swaps expire on January 15, 2009.

   If the weighted average interest rate on our variable rate debt increased by
1.0% per annum, our annual interest expense would increase by $2.8 million based
on our outstanding debt as of March 31, 2002, assuming we had entered the swaps
on March 31, 2002.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

<TABLE>
<CAPTION>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS                                                                 PAGE
------------------------------------------                                                                 ----
<S>                                                                                                         <C>
Audited Consolidated Financial Statements:
Report of Independent Accountants.....................................................................      31
Consolidated Statement of Income for the three years ended October 31, 2001...........................      32
Consolidated Statement of Shareholders' Equity for the three years ended October 31, 2001.............      32
Consolidated Balance Sheet at October 31, 2001, 2000 and 1999.........................................      33
Consolidated Statement of Cash Flows for the three years ended October 31, 2001.......................      34
Notes to Consolidated Financial Statements............................................................      35

FINANCIAL STATEMENT SCHEDULES

Schedule II -- Valuation and Qualifying Accounts......................................................      42

</TABLE>


                                       27
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of Longview Fibre Company

   In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income, of shareholders' equity and of cash flows
present fairly, in all material respects, the financial position of Longview
Fibre Company and its subsidiaries at October 31, 2001, 2000 and 1999, and the
results of their operations and their cash flows for each of the three years in
the period ended October 31, 2001 in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statements
presentation. We believe that our audits provide a reasonable basis for our
opinion.

PRICEWATERHOUSECOOPERS LLP
--------------------------
PRICEWATERHOUSECOOPERS LLP
Portland, Oregon
December 7, 2001


                                       28
<PAGE>

LONGVIEW FIBRE COMPANY

CONSOLIDATED STATEMENT OF INCOME

<TABLE>
<CAPTION>
                                                                     YEAR ENDED OCTOBER 31
                                                             -----------------------------------
(THOUSANDS EXCEPT PER SHARE)                                    2001       2000        1999
----------------------------                                 ---------    ---------    ---------
<S>                                                         <C>          <C>          <C>
 NET SALES ..............................................   $ 875,955    $ 876,298    $ 774,349
   Timber ...............................................     161,129      161,586      170,992
   Paper and paperboard .................................     195,765      255,025      226,330
   Converted products ...................................     441,975      451,195      377,027
   Power ................................................      77,086        8,492           --
 Cost of products sold, including outward freight .......     725,313      710,235      644,071
                                                            ---------    ---------    ---------
 GROSS PROFIT ...........................................     150,642      166,063      130,278
 Selling, administrative and general expenses ...........      74,895       69,098       62,670
                                                            ---------    ---------    ---------
 OPERATING PROFIT .......................................      75,747       96,965       67,608
   Timber ...............................................      65,238       69,438       83,207
   Paper and paperboard (including allocated power
     profits) ...........................................       2,173        6,472       (4,114)
   Converted products (including allocated power profits)       8,336       21,055      (11,485)
 Interest income ........................................         480          455          481
 Interest expensed ......................................     (39,626)     (40,115)     (38,703)
 Miscellaneous ..........................................       1,066        1,642        2,098
                                                            ---------    ---------    ---------
 INCOME BEFORE INCOME TAXES .............................      37,667       58,947       31,484
                                                            ---------    ---------    ---------
 PROVISION FOR TAXES ON INCOME (SEE NOTE 8)
   Current ..............................................      (1,161)       3,783          190
   Deferred .............................................      14,161       17,517       11,310
                                                            ---------    ---------    ---------
                                                               13,000       21,300       11,500
                                                            ---------    ---------    ---------
 NET INCOME .............................................   $  24,667    $  37,647    $  19,984
                                                            =========    =========    =========
   Per share ............................................   $    0.48    $    0.73    $    0.39
                                                            =========    =========    =========
</TABLE>

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
(THOUSANDS)                                                     2001       2000         1999
------------                                                ---------    ---------    ---------
<S>                                                         <C>          <C>          <C>
COMMON STOCK:
  Balance at beginning of year ..........................   $  77,365    $  77,515    $  77,515
  Less ascribed value of stock purchased ................        (750)        (150)          --
                                                            ---------    ---------    ---------
  Balance at end of year ................................   $  76,615    $  77,365    $  77,515
                                                            =========    =========    =========
ADDITIONAL PAID-IN CAPITAL:
  Balance at beginning of year ..........................   $   3,306    $   3,306    $   3,306
                                                            ---------    ---------    ---------
  Balance at end of year ................................   $   3,306    $   3,306    $   3,306
                                                            =========    =========    =========
RETAINED EARNINGS:
  Balance at beginning of year ..........................   $ 351,371    $ 339,642    $ 334,128
  Net income ............................................      24,667       37,647       19,984
  Less cash dividends on common stock ($0.48, $0.48 and
    $0.28 per share, respectively) ......................     (24,553)     (24,805)     (14,470)
  Less purchases of common stock ........................      (6,011)      (1,113)          --
                                                            ---------    ---------    ---------
  Balance at end of year ................................   $ 345,474    $ 351,371    $ 339,642
                                                            =========    =========    =========
COMMON SHARES:
  Balance at beginning of year ..........................      51,577       51,677       51,677
  Less purchases ........................................        (500)        (100)          --
                                                            ---------    ---------    ---------
  Balance at end of year ................................      51,077       51,577       51,677
                                                            =========    =========    =========
</TABLE>

     The accompanying notes are an integral part of the financial statements.


                                       29
<PAGE>

CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                           OCTOBER 31
                                                              -------------------------------------
(DOLLARS IN THOUSANDS EXCEPT PER SHARE)                          2001        2000          1999
---------------------------------------                       ----------   ----------   ----------
<S>                                                           <C>          <C>          <C>
ASSETS
Current assets:
Accounts and notes receivable .............................   $   99,419   $  114,843   $  106,095
  Allowance for doubtful accounts .........................        1,350        1,350        1,100
Inventories (see Note 11) .................................       83,218       82,023       79,563
Other .....................................................        8,595        9,532        8,162
                                                              ----------   ----------   ----------
          Total current assets ............................      189,882      205,048      192,720
                                                              ----------   ----------   ----------
Capital assets:
Buildings, machinery and equipment at cost ................    1,806,039    1,717,587    1,635,298
  Accumulated depreciation ................................    1,004,620      961,379      912,366
                                                              ----------   ----------   ----------
     Costs to be depreciated in future years (see Note 5) .      801,419      756,208      722,932
Plant sites at cost .......................................        3,483        3,444        3,116
                                                              ----------   ----------   ----------
                                                                 804,902      759,652      726,048
                                                              ----------   ----------   ----------
Timber at cost less depletion .............................      191,530      192,778      192,860
Roads at cost less amortization ...........................        9,285        9,627        9,198
Timberland at cost ........................................       20,116       19,880       19,253
                                                              ----------   ----------   ----------
                                                                 220,931      222,285      221,311
                                                              ----------   ----------   ----------
          Total capital assets ............................    1,025,833      981,937      947,359
                                                              ----------   ----------   ----------
Pension and other assets (see Note 10) ....................      108,733       89,705       72,674
                                                              ----------   ----------   ----------
                                                              $1,324,448   $1,276,690   $1,212,753
                                                              ==========   ==========   ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Payable to bank resulting from checks in transit ..........   $   11,365   $    9,385   $    8,892
Accounts payable ..........................................       60,636       61,388       43,701
Short-term borrowings (see Note 2) ........................        8,000       43,070       18,000
Payrolls payable ..........................................       16,435       16,576       14,321
Federal income taxes payable ..............................          606        2,638          926
Other taxes payable .......................................        9,781        9,613        8,761
Current installments of long-term debt ....................       45,000       20,000       30,118
                                                              ----------   ----------   ----------
          Total current liabilities .......................      151,823      162,670      124,719
                                                              ----------   ----------   ----------
Long-term debt (see Note 4) ...............................      540,400      490,900      495,900
                                                              ----------   ----------   ----------
Deferred taxes -- net (see Note 8) ........................      184,947      171,518      153,945
                                                              ----------   ----------   ----------
Other liabilities .........................................       21,883       19,560       17,726
                                                              ----------   ----------   ----------
Commitments (see Note 3) ..................................           --           --           --
                                                              ----------   ----------   ----------
Shareholders' equity:
Preferred stock; authorized 2,000,000 shares ..............           --           --           --
Common stock, ascribed value $1.50 per share; authorized
  150,000,000 shares; issued 51,076,567, 51,576,567 and
  51,676,567 shares, respectively (see Notes 6 and 9) .....       76,615       77,365       77,515
Additional paid-in capital ................................        3,306        3,306        3,306
Retained earnings .........................................      345,474      351,371      339,642
                                                              ----------   ----------   ----------
Total shareholders' equity ................................      425,395      432,042      420,463
                                                              ----------   ----------   ----------
                                                              $1,324,448   $1,276,690   $1,212,753
                                                              ==========   ==========   ==========
</TABLE>

    The accompanying notes are an integral part of the financial statements.


                                       30
<PAGE>
CONSOLIDATED STATEMENT OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                       YEAR ENDED OCTOBER 31
                                                             -----------------------------------------
(THOUSANDS)                                                    2001            2000            1999
-------------------------------------------------------      ---------       ---------       ---------
<S>                                                          <C>             <C>             <C>
CASH PROVIDED BY (USED FOR) OPERATIONS:
Net income ............................................      $  24,667       $  37,647       $  19,984
Charges to income not requiring cash:
  Depreciation ........................................         66,235          61,971          79,621
  Depletion and amortization ..........................          5,331           5,411           4,622
  Deferred taxes -- net ...............................         13,429          17,573          11,118
  Loss on disposition of capital assets ...............          3,037           2,920             841
Change in:
  Accounts and notes receivable -- net ................         15,424          (8,498)         (6,272)
  Taxes on income, refundable .........................             --              --           7,020
  Inventories .........................................         (1,195)         (2,460)          4,396
  Other ...............................................            937          (1,370)            (26)
  Pension and other noncurrent assets .................        (19,028)        (17,031)        (12,006)
  Accounts, payrolls and other taxes payable ..........          1,365          12,735           5,162
  Federal income taxes payable ........................         (2,032)          1,712             926
  Other noncurrent liabilities ........................          2,323           1,834           1,697
                                                             ---------       ---------       ---------
Cash provided by operations ...........................        110,493         112,444         117,083
                                                             ---------       ---------       ---------
CASH PROVIDED BY (USED FOR) INVESTING:

Additions to: Plant and equipment .....................       (115,530)        (99,642)        (29,237)
              Timber and timberlands ..................         (4,101)         (6,532)         (3,541)
Proceeds from sale of capital assets ..................          1,132           1,294           5,172
                                                             ---------       ---------       ---------
Cash used for investing ...............................       (118,499)       (104,880)        (27,606)
                                                             ---------       ---------       ---------
CASH PROVIDED BY (USED FOR) FINANCING:
Additions to long-term debt ...........................         94,500          17,000              --
Reduction in long-term debt ...........................        (20,000)        (32,118)        (41,119)
Short-term borrowings .................................        (35,070)         25,070         (32,500)
Payable to bank resulting from checks in transit ......          1,980             493          (1,150)
Accounts payable for construction .....................         (2,090)          8,059            (238)
Cash dividends ........................................        (24,553)        (24,805)        (14,470)
Purchase of common stock ..............................         (6,761)         (1,263)             --
                                                             ---------       ---------       ---------
Cash provided by (used for) financing .................          8,006          (7,564)        (89,477)
                                                             ---------       ---------       ---------
Change in cash position ...............................             --              --              --
Cash position, beginning of year ......................             --              --              --
Cash position, end of year ............................            $--             $--             $--
                                                             =========       =========       =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:

  Interest (net of amount capitalized) ................      $  38,539       $  40,234       $  39,169
  Capitalized interest ................................          2,054           1,301             386
  Income taxes ........................................          1,204           1,844          (7,911)
</TABLE>


    The accompanying notes are an integral part of the financial statements.


                                       31


<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 -- SUMMARY OF ACCOUNTING POLICIES:

PRINCIPLES OF CONSOLIDATION

The financial statements include the accounts of the company and all
subsidiaries after elimination of intercompany balances and transactions.

INVENTORIES

Inventories are stated at the lower of cost or market. Cost is determined on a
last-in, first-out method except for supplies at current averages.

PROPERTY AND DEPRECIATION

Buildings, machinery and equipment are recorded at cost and include those
additions and improvements that add to production capacity or extend useful
life. Cost includes interest capitalized during the construction period on all
significant asset acquisitions. Impairment is reviewed annually, or whenever
events or circumstances indicate that the carrying value of an asset might not
be recovered. Impairment evaluates whether or not the undiscounted future cash
flows generated by an asset will exceed its carrying value. If estimated future
cash flows indicate the carrying value of an asset may not be recoverable,
impairment exists, and the asset's net book value is written down to its
estimated realizable value. When properties are sold or otherwise disposed, the
cost and the related accumulated depreciation are removed from the respective
accounts and the resulting profit or loss is recorded in income. The costs of
maintenance and repairs are charged to income when incurred.

Depreciation for financial accounting purposes is computed on the straight-line
basis over the estimated useful lives of the assets. The estimated useful lives
of assets range from 20 to 40 years for buildings and principally from 15 to 20
years for machinery and equipment (see Note 5).

TIMBERLANDS, DEPLETION AND AMORTIZATION

Timber, timberlands and timber roads are stated at cost, net of accumulated
depreciation, depletion and amortization. Timber is tracked on a
county-by-county basis whereby capital costs and recoverable timber volumes are
accumulated in the county in which the related timber is located. Upon reaching
the age of 35 years, timber is considered merchantable and available for
harvesting. All timber younger than 35 years of age is classified as
premerchantable. Expenditures for reforestation, including costs such as site
preparation, tree planting, fertilization and herbicide application within two
years after planting, are capitalized and depleted as timber is harvested. After
two years of age, seedling reforestation maintenance and tree farm management
costs, consisting of recurring items necessary to the ownership and
administration of the timber and timberlands are recorded as a current period
expense.

Provision for depletion of merchantable timber represents a charge per unit of
production (depletion rate) applied to actual harvest volumes. Depletion rates
are determined on a county-by-county basis and are developed using total capital
costs and current recoverable merchantable volumes in the county in which the
related timber is located. A computer growth index model is utilized to track
the timber volumes through the growth cycle and is based upon actual growth
rates from permanent timber growth plots throughout the Northwest. Countywide
depletion rates are adjusted every five years for timber maturity, estimated
growth, and actual harvest volumes for the prior five-year period. Countywide
depletion rates are uniform regardless of the merchantable timber age, species
or quality.

Direct costs associated with the building of the primary access timber roads are
capitalized and amortized on the straight-line basis over estimated useful lives
ranging from 3 to 15 years. Costs incurred on timber roads that serve short-term
harvest needs are expensed as incurred. Costs for road base construction of
mainline roads, such as clearing, grading and ballast, are not amortized and
remain a capitalized cost until disposition as they provide permanent value to
the timberlands.

No gain or loss is recognized on timberland exchanges since the earnings process
is not considered complete until timber is harvested and marketed.


                                       32


<PAGE>
EARNINGS PER SHARE

Net income per common share is computed on the basis of weighted average shares
outstanding of 51,151,567, 51,676,567 and 51,676,567 for 2001, 2000 and 1999,
respectively.

PENSION AND OTHER BENEFIT PLAN COSTS

The company's policy is to accrue as cost an amount computed by the actuary and
to fund at least the minimum amount required by ERISA.

REVENUE RECOGNITION

The company recognizes revenues when the sales price is fixed or determinable,
title transfers and risk of loss has passed to the customer, which is generally
at the time of shipment. Sales allowances are recorded upon revenue
recognition.

RECLASSIFICATIONS

Prior year amounts have been reclassified to conform to current year
classifications. These reclassifications have no impact upon net income or
shareholders' equity.

NOTE 2 -- SHORT-TERM BORROWINGS:

At October 31, 2001, the company had bank lines of credit totaling $370 million.
Of this amount, $320 million was under a credit agreement with a group of banks
expiring February 24, 2003. The agreement provides for borrowings at the
Offshore Rate (LIBOR based) plus a spread, currently 1.875%, or the bank's
Reference rate, whichever the company selects. Up to $50 million of the credit
agreement can be used for letters of credit at a fee that is the same as the
Offshore Rate spread. The credit agreement contains certain financial covenants
and provides for a commitment fee on the unused portion, currently 0.40% per
year. At October 31, 2001, the company had borrowings of $282 million under this
credit agreement and $2.3 million of letters of credit secured by this credit
agreement.

Other lines of credit totaling $50 million were available for additional
borrowing needs. Included in this amount was a line of credit of $35 million
which expires January 25, 2002. The other $15 million is uncommitted. At October
31, 2001, the company had an outstanding balance of $35 million under these
credit lines.

Short-term borrowings of $309 million, $287 million and $270 million at October
31, 2001, 2000 and 1999, respectively, under the above agreements, have been
reclassified as long-term debt because they are to be renewed and replaced with
borrowings due beyond one year and into future periods.

Short-term borrowing activity including the amount reclassified as long-term is
summarized as follows:


<TABLE>
<CAPTION>
(THOUSANDS)                                                               2001          2000          1999
-----------------------------------------------------------------      --------       --------       --------
<S>                                                                    <C>            <C>            <C>
Short-term borrowings October 31 ................................      $317,000       $330,070       $288,000
Interest rate October 31 ........................................           4.3%           8.4%           6.2%
Average daily amount of short-term borrowings outstanding
  during year ...................................................      $328,176       $270,604       $299,762
Average* interest rate during year ..............................           6.7%           7.8%           6.1%
Maximum amount of short-term borrowings at any month end ........      $317,000       $330,070       $333,000
                                                                       --------       --------       --------
</TABLE>

----------

*       Computed by dividing interest incurred by average short-term borrowings
        outstanding.

NOTE 3 -- COMMITMENTS AND CONTINGENCIES:

Estimated costs to complete approved capital projects were approximately $35
million, $106 million and $33 million at October 31, 2001, 2000 and 1999,
respectively.


                                       33


<PAGE>
NOTE 4 -- LONG-TERM DEBT:

Long-term debt consists of the following:


<TABLE>
<CAPTION>
                                                                                OCTOBER 31
                                                                  ------------------------------------
(THOUSANDS)                                                         2001          2000          1999
-----------                                                       --------      --------      --------
<S>                                                               <C>           <C>           <C>
Senior notes due through 2010 (5.84%-8.84%) -- Note (a) ....      $249,500      $197,000      $227,000
Revenue bonds payable through 2018 (floating rates,
  currently 2.05%-3.25%) -- Note (b) .......................        26,900        26,900        28,900
Other ......................................................            --            --           118
Notes payable -- banks -- Note 2 above .....................       309,000       287,000       270,000
                                                                  --------      --------      --------
                                                                   585,400       510,900       526,018
     Less current installments .............................        45,000        20,000        30,118
                                                                  --------      --------      --------
Net long-term debt .........................................      $540,400      $490,900      $495,900
                                                                  ========      ========      ========
</TABLE>


SCHEDULED MATURITIES


<TABLE>
<S>                                  <C>
2003............................     $371,400
2004............................           --
2005............................       30,000
2006............................       85,500
2007-2018.......................       53,500
                                     --------
                                     $540,400
</TABLE>


NOTE (a) Covenants of the senior notes include tests of minimum net worth,
short-term borrowing, long-term borrowing, current ratio, fixed charge coverage
ratios and restrictions on payment of dividends. During fiscal year 1999 the
company obtained amendments from the holders of certain senior notes and, in
connection with the grant of the amendments, the company agreed to pay 0.75% per
annum over the original note coupon rates until it obtains an investment grade
credit rating for its long-term unsecured senior debt. At October 31, 2001,
approximately $6.5 million of consolidated retained earnings was unrestricted as
to the payment of dividends.

NOTE (b) Primarily incurred upon the purchase of manufacturing equipment. At
October 31, 2001, $26,900,000 was secured by liens on the equipment.

NOTE 5 -- BUILDINGS, MACHINERY AND EQUIPMENT:

Buildings, machinery and equipment consist of the following:


<TABLE>
<CAPTION>
                                                           OCTOBER 31
                                              ------------------------------------
(THOUSANDS)                                     2001          2000          1999
-----------                                   --------      --------      --------
<S>                                           <C>           <C>           <C>
Buildings -- net .......................      $ 89,013      $ 75,468      $ 69,667
Machinery and equipment -- net .........       712,406       680,740       653,265
                                              --------      --------      --------
                                              $801,419      $756,208      $722,932
                                              ========      ========      ========
</TABLE>


The estimated useful lives of some assets were changed for 2000 and 1999, the
effect of which increased net income by approximately $10,175,000 or $0.20 per
share and $5,845,000 or $0.11 per share, respectively.

NOTE 6 -- SHAREHOLDER RIGHTS PLAN:

On January 26, 1999, the company's Board of Directors authorized a Shareholder
Rights Plan ("Plan"). The Plan provided for a dividend distribution of one right
for each share of common stock to shareholders of record at the close of
business on March 1, 1999. With certain exceptions, the rights will become
exercisable only in the event that an acquiring party accumulates 10% or more of
the company's voting stock or a party announces an offer to acquire 10% or more
of the voting stock. The rights expire on March 1, 2009, if not previously
redeemed or exercised. Each right entitles the holder to purchase one-tenth of
one common share at a price of $5.00 ($50 per whole share), subject to
adjustment under certain circumstances. In addition, upon the occurrence of
certain events, holders of the rights will be entitled to purchase a defined
number of shares of an acquiring entity or the company's common shares at half
their then current market value. The company will generally be entitled to
redeem the rights at $0.01 per right at any time until the tenth business day
following the acquisition of 10% or more, or an offer to acquire 10% or more, of
the company's voting stock.


                                       34


<PAGE>
NOTE 7 -- SEGMENT INFORMATION:

The company owns and operates tree farms in Oregon and Washington which produce
logs for sale and operates a sawmill in Washington. Its pulp and paper mill at
Longview, Washington produces pulp which is manufactured into kraft paper and
containerboard. The raw material fibers come primarily from purchased wood chips
and sawdust with important contributions from fiber reclaimed from post-consumer
and post-industrial waste, purchased bleach pulp, and augmented by log chipping
operations owned by the company and others. The company's seventeen converting
plants in twelve states produce shipping containers and merchandise bags. The
tonnage of our paper and containerboard received at the converting plants equals
approximately 61% of the Longview mill production.

Included in sales to customers are export sales, principally to Japan, China and
Southeast Asia, of $114,629,000, $162,263,000 and $158,957,000 during 2001, 2000
and 1999, respectively, of which sales to Japan were $55,665,000, $67,697,000
and $65,332,000, during those respective years. All sales are made in U.S.
dollars.

There are no intersegment sales as all manufacturing operations to produce
primary or converted products for sale are considered integrated from the
purchased wood to the sale of the finished product.

Identifiable assets are segregated or allocated to segments as follows:

        1.      Assets used wholly within a segment are assigned to that
                segment.

        2.      Assets used jointly by two segments are allocated to each
                segment on a percentage determined by dividing total cost of
                product into cost of product produced for each segment. Paper
                and paperboard assets of $309,823,000, $264,497,000 and
                $248,049,000 have been allocated to converted products at
                October 31, 2001, 2000 and 1999, respectively.

Power sales, depreciation, depletion and amortization and additions to capital
assets have been segregated and allocated similarly to the method used for
identifiable assets.


<TABLE>
<CAPTION>
                                                                                     YEAR ENDED OCTOBER 31
                                                                       -----------------------------------------------
(THOUSANDS)                                                                2001              2000             1999
-----------                                                            -----------       -----------       -----------
<S>                                                                    <C>               <C>               <C>
SALES TO CUSTOMERS (INCLUDING ALLOCATED POWER SALES):

Timber ..........................................................      $   161,129       $   161,586       $   170,992
Paper and paperboard ............................................          230,215           259,404           226,330
Converted products ..............................................          484,611           455,308           377,027
                                                                       -----------       -----------       -----------
     Total ......................................................          875,955           876,298           774,349
                                                                       ===========       ===========       ===========
INCOME (LOSS) ON SALES (INCLUDING ALLOCATED POWER PROFITS):

Timber ..........................................................           65,238            69,438            83,207
Paper and paperboard ............................................            2,173             6,472            (4,114)
Converted products ..............................................            8,336            21,055           (11,485)
Interest expensed and other -- net ..............................          (38,080)          (38,018)          (36,124)
                                                                       -----------       -----------       -----------
     Income before income taxes .................................           37,667            58,947            31,484
                                                                       ===========       ===========       ===========
IDENTIFIABLE ASSETS AT OCTOBER 31:

Timber ..........................................................          271,571           275,401           272,080
Paper and paperboard ............................................          330,712           363,855           356,246
Converted products ..............................................          722,165           637,434           584,427
                                                                       -----------       -----------       -----------
     Total ......................................................        1,324,448         1,276,690         1,212,753
                                                                       ===========       ===========       ===========
DEPRECIATION, DEPLETION AND AMORTIZATION:

Timber ..........................................................            9,022             9,008             8,111
Paper and paperboard ............................................           17,976            19,749            24,700
Converted products ..............................................           44,568            38,625            51,432
                                                                       -----------       -----------       -----------
     Total ......................................................           71,566            67,382            84,243
                                                                       ===========       ===========       ===========
ADDITIONS TO CAPITAL ASSETS:

Timber ..........................................................            6,665            12,298             6,290
Paper and paperboard ............................................           23,647            27,184            11,561
Converted products ..............................................           89,319            66,692            14,927
                                                                       -----------       -----------       -----------
     Total ......................................................      $   119,631       $   106,174       $    32,778
                                                                       ===========       ===========       ===========
</TABLE>


                                       35


<PAGE>
NOTE 8 -- INCOME TAXES:

Provision for taxes on income is made up of the following components:


<TABLE>
<CAPTION>
                                  YEAR ENDED OCTOBER 31
                          -----------------------------------
(THOUSANDS)                 2001          2000         1999
-----------               --------       -------      -------
<S>                       <C>            <C>          <C>
Current:
  Federal ..........      $ (1,072)      $ 3,497      $   121
  State ............           (89)          286           69
                          --------       -------      -------
                            (1,161)        3,783          190
                          --------       -------      -------
Deferred:
  Federal ..........        13,672        16,603       10,618
  State ............           489           914          692
                          --------       -------      -------
                            14,161        17,517       11,310
                          --------       -------      -------
                          $ 13,000       $21,300      $11,500
                          ========       =======      =======
</TABLE>


An analysis of the effective income tax rate as compared to the expected federal
income tax rate is as follows:


<TABLE>
<CAPTION>
                                                             2001       2000       1999
                                                             ----       ----       ----
<S>                                                          <C>        <C>        <C>
Expected federal income tax rate ......................       35%        35%        35%
Foreign Sales Corporation .............................       --         (1)        (1)
State income taxes less federal income tax benefit ....        1          1          2
Other .................................................       (1)         1          1
                                                             ---        ---        ---
                                                              35%        36%        37%
                                                             ===        ===        ===
</TABLE>


The deferred income tax liabilities (assets) recorded in the Consolidated
Balance Sheet as of October 31, are as follows:


<TABLE>
<CAPTION>
                                                            YEAR ENDED OCTOBER 31
                                                   -----------------------------------------
(THOUSANDS)                                           2001            2000            1999
-----------                                        ---------       ---------       ---------
<S>                                                <C>             <C>             <C>
Deferred tax assets:
  Alternative minimum tax ...................      $  (9,426)      $  (9,901)      $ (17,321)
  State credits and other assets ............         (6,607)         (6,930)         (5,793)
                                                   ---------       ---------       ---------
     Total deferred tax assets ..............        (16,033)        (16,831)        (23,114)
                                                   ---------       ---------       ---------
Deferred tax liabilities:
  Depreciation/depletable assets ............        171,124         163,972         158,075
  Employee benefit plans ....................         25,678          19,304          14,133
  Other liabilities .........................            290             453             287
                                                   ---------       ---------       ---------
     Total deferred tax liabilities .........        197,092         183,729         172,495
                                                   ---------       ---------       ---------
          Total deferred income taxes .......      $ 181,059       $ 166,898       $ 149,381
                                                   =========       =========       =========
Current deferred income tax assets ..........      $  (3,888)      $  (4,620)      $  (4,564)
Non-current deferred income tax liability ...      $ 184,947       $ 171,518       $ 153,945
                                                   =========       =========       =========
</TABLE>


NOTE 9 -- SHAREHOLDERS' EQUITY

        During 2001, the company repurchased 500,000 shares of its common stock
from the estate of a shareholder, which held founder stock. The repurchase price
of the shares was based upon the market price on the date of repurchase.

NOTE 10 -- RETIREMENT AND OTHER POSTRETIREMENT BENEFITS:

RETIREMENT PLANS

        The company has two trusteed defined benefit pension programs which
cover a majority of employees who have completed one year of continuous service.
The plans provide benefits of a stated amount for each year of service with an
option for some employees to receive benefits based on an average earnings
formula.

        The change in benefit obligation is as follows:


                                       36


<PAGE>

<TABLE>
<CAPTION>
                                                             YEAR ENDED OCTOBER 31
                                                   -----------------------------------------
(THOUSANDS)                                           2001            2000           1999
-----------                                        ---------       ---------       ---------
<S>                                                <C>             <C>             <C>
Change in benefit obligation
  Benefit obligation at beginning of year ...      $ 295,619       $ 233,330       $ 234,944
  Service cost ..............................          6,942           6,194           6,498
  Interest cost .............................         22,113          18,095          16,130
  Amendments ................................          1,106          51,889             173
  Change in assumptions .....................         19,239              --         (14,691)
  Actuarial (gain) loss .....................          4,215          (2,586)            688
  Expected benefits paid ....................        (12,201)        (11,303)        (10,412)
                                                   ---------       ---------       ---------
  Benefit obligation at end of year .........      $ 337,033       $ 295,619       $ 233,330
                                                   =========       =========       =========
</TABLE>


The change in fair value of assets is as follows:


<TABLE>
<CAPTION>
                                                                       YEAR ENDED OCTOBER 31
                                                             -----------------------------------------
(THOUSANDS)                                                     2001            2000            1999
-----------                                                  ---------       ---------       ---------
<S>                                                          <C>             <C>             <C>
Change in plan assets
  Fair value of plan assets at beginning of year ......      $ 572,887       $ 466,611         382,258
  Actual return (loss) on plan assets .................       (121,824)        118,473          95,652
  Employee contribution ...............................              5               4               4
  Benefits paid .......................................        (17,543)        (12,201)        (11,303)
                                                             ---------       ---------       ---------
  Fair value of plan assets at end of year ............      $ 433,525       $ 572,887       $ 466,611
                                                             =========       =========       =========
</TABLE>


The funded status of the plan and pension asset recognized in the balance sheet
are summarized as follows:


<TABLE>
<CAPTION>
                                                                           OCTOBER 31
                                                               ----------------------------------------
(THOUSANDS)                                                      2001           2000            1999
-----------                                                    --------       ---------       ---------
<S>                                                            <C>            <C>             <C>
Funded status ...........................................      $ 96,492       $ 277,268       $ 233,281
Unrecognized net actuarial (gain) .......................       (45,749)       (249,376)       (173,892)
Unrecognized prior service cost .........................        46,975          52,318           5,053
Unrecognized net asset at transition ....................           (57)           (868)         (1,947)
                                                               --------       ---------       ---------
Pension asset recognized in the consolidated balance
  sheet .................................................      $ 97,661       $  79,342       $  62,495
                                                               ========       =========       =========
</TABLE>


Major assumptions used in the calculation are as follows:


<TABLE>
<CAPTION>
                                                                YEAR ENDED OCTOBER 31
                                                             -----------------------------
(THOUSANDS)                                                   2001        2000        1999
-----------                                                  -----       -----       -----
<S>                                                          <C>         <C>         <C>
Discount rate for funded status .......................        7.0%        7.5%        7.5%
Discount rate for net periodic pension cost ...........        7.5%        7.5%        7.0%
Rate of compensation increase .........................        4.75%       4.75%       4.75%
Expected long-term rate of return on plan assets ......       10.0%       10.0%       10.0%
                                                             =====       =====       =====
</TABLE>


The components of net periodic pension cost are summarized as follows:


<TABLE>
<CAPTION>
                                                                  YEAR ENDED OCTOBER 31
                                                            --------------------------------------
(THOUSANDS)                                                   2001           2000          1999
-----------                                                 --------       --------       --------
<S>                                                         <C>            <C>            <C>
Service cost -- benefits earned during the year ......      $  6,942       $  6,194       $  6,498
Interest cost on benefit obligation ..................        22,113         18,095         16,130
Expected (return) on plan assets .....................       (46,559)       (39,803)       (34,609)
Recognized net actuarial (gain) ......................        (6,453)        (4,879)        (2,354)
Amortization of prior service cost ...................         6,449          4,626          4,356
Amortization of net asset at transition ..............          (811)        (1,079)        (1,370)
                                                            --------       --------       --------
Net periodic benefit (income) ........................      $(18,319)      $(16,846)      $(11,349)
                                                            ========       ========       ========
</TABLE>


SAVINGS PLANS

Voluntary savings plans are maintained for all employees who have completed one
year of continuous service. The plans allow salary deferrals in accordance with
IRC section 401(k) provisions. The company contribution as a matching incentive
was $2,399,000, $1,689,000 and $1,447,000 during 2001, 2000 and 1999,
respectively.

POSTRETIREMENT BENEFITS OTHER THAN PENSIONS


                                       37


<PAGE>
The company provides postretirement health care insurance benefits for all
salaried and certain non-salaried employees and their dependents. Individual
benefits generally continue until age 65. The company does not pre-fund these
benefits, and as such has no plan assets.

The change in the benefit obligation is as follows:


<TABLE>
<CAPTION>
                                                                YEAR ENDED OCTOBER 31
                                                        --------------------------------------
(THOUSANDS)                                               2001           2000           1999
-----------                                             --------       --------       --------
<S>                                                     <C>            <C>            <C>
Change in benefit obligation
  Benefit obligation at beginning of year ........      $ 20,827       $ 18,633       $ 18,239
  Service cost ...................................           985            807            741
  Interest cost ..................................         1,767          1,434          1,280
  Actuarial (gain) loss ..........................         4,187            721         (1,014)
  Benefits paid ..................................          (928)          (768)          (613)
                                                        --------       --------       --------
  Benefit obligation at end of year ..............      $ 26,838       $ 20,827       $ 18,633
                                                        ========       ========       ========
</TABLE>


The funded status of the plan and postretirement liabilities recognized in the
balance sheet are summarized as follows:


<TABLE>
<CAPTION>
                                                            OCTOBER 31
                                              --------------------------------------
(THOUSANDS)                                     2001           2000           1999
-----------                                   --------       --------       --------
<S>                                           <C>            <C>            <C>
Funded status ..........................      $(26,838)      $(20,827)      $(18,633)
Unrecognized net (gain) ................          (527)        (4,714)        (5,573)
Unrecognized transition obligation .....         5,482          5,981          6,480
                                              --------       --------       --------
Accrued benefit cost ...................      $(21,883)      $(19,560)      $(17,726)
                                              ========       ========       ========
</TABLE>


The components of net periodic postretirement cost are summarized as follows:


<TABLE>
<CAPTION>
                                                                  YEAR ENDED OCTOBER 31
                                                             ---------------------------------
(THOUSANDS)                                                   2001         2000         1999
-----------                                                  ------      -------       -------
<S>                                                          <C>         <C>           <C>
Service cost -- benefits earned during the year .......      $  985      $   807       $   741
Interest cost on benefit obligation ...................       1,767        1,434         1,280
Amortization of transition obligation .................         499          499           499
Amortization of net (gain) ............................          --         (138)         (210)
                                                             ------      -------       -------
Net periodic benefit cost .............................      $3,251      $ 2,602       $ 2,310
                                                             ======      =======       =======
</TABLE>


The net periodic postretirement benefit cost was calculated using a health care
cost trend rate of 8% for the indemnity plan and 5.5% for the HMO plan. The
accrued postretirement benefit cost at October 31, 2001 was calculated using a
health care cost trend rate of 7% for the indemnity plan and 5.5% for the HMO
plan. The trend rate declines each year until the ultimate health care cost
trend rate, 5.5%, is reached in the year 2004 for the indemnity plan. The
ultimate health care cost trend rate of 5.5% was reached in 2000 for the HMO
plan. A one percent increase in the health care cost trend rate assumption has a
$2,276,000 effect on the accumulated postretirement benefit obligation as of
October 31, 2001 and a $336,000 effect on the aggregate of the service and
interest cost components of the net periodic postretirement benefit cost. A one
percent decrease in the health care cost trend rate assumption has a
$(2,011,000) effect on the accumulated postretirement benefit obligation as of
October 31, 2001 and a $(290,000) effect on the aggregate of service and
interest cost components of the net periodic postretirement benefit cost. The
weighted-average discount rate used was 7.0% for 2001 and 7.5% for 2000 and
1999.

NOTE 11 -- INVENTORIES:

Inventories consist of the following:


<TABLE>
<CAPTION>
                                                    OCTOBER 31
                                    -----------------------------------------
(THOUSANDS)                            2001            2000            1999
-----------                         ---------       ---------       ---------
<S>                                 <C>             <C>             <C>
Finished goods ...............      $  37,618       $  37,508       $  36,248
Goods in process .............         35,385          33,069          30,768
Raw materials ................         14,042          14,595          13,200
Supplies (at average cost) ...         42,259          40,949          39,797
                                    ---------       ---------       ---------
                                      129,304         126,121         120,013
LIFO Reserve .................        (46,086)        (44,098)        (40,450)
                                    ---------       ---------       ---------
                                    $  83,218       $  82,023       $  79,563
                                    =========       =========       =========
</TABLE>


                                       38


<PAGE>
NOTE 12 -- FAIR VALUE OF FINANCIAL INSTRUMENTS:

Accounts receivable, revenue bonds and notes payable to banks approximate fair
value as reported in the balance sheet. The fair value of senior notes is
estimated using discounted cash flow analysis, based on the company's
incremental borrowing rates for similar types of borrowing arrangements. The
fair value of the company's long-term debt approximated the stated value at
October 31, 2001, 2000 and 1999.

QUARTERLY FINANCIAL DATA (UNAUDITED)


<TABLE>
<CAPTION>
                                                           FISCAL YEAR QUARTERS                     TOTAL
                                         ----------------------------------------------------       FISCAL
(THOUSANDS EXCEPT PER SHARE)                1ST             2ND           3RD           4TH          YEAR
----------------------------             ---------       --------      --------      --------      --------
<S>                                      <C>             <C>           <C>           <C>           <C>
2001
Net sales .........................      $ 219,559       $214,054      $220,478      $221,864      $875,955
Gross profit ......................         41,347         34,599        42,382        32,314       150,642
Net income ........................          8,190          4,354         9,450         2,673        24,667
                                         ---------       --------      --------      --------      --------
Net income per share(1) ...........           0.16           0.09          0.18          0.05          0.48
                                         ---------       --------      --------      --------      --------

2000
Net sales .........................      $ 205,446       $216,803      $220,257      $233,792      $876,298
Gross profit ......................         33,959         46,781        42,653        42,670       166,063
Net income ........................          5,553         12,156        10,594         9,344        37,647
                                         ---------       --------      --------      --------      --------
Net income per share(1) ...........           0.11           0.24          0.21          0.18          0.73
                                         ---------       --------      --------      --------      --------

1999
Net sales .........................      $ 163,324       $186,425      $197,593      $227,007      $774,349
Gross profit ......................         22,331         32,301        31,120        44,526       130,278
Net income (loss) .................         (1,213)         5,230         3,958        12,009        19,984
                                         ---------       --------      --------      --------      --------
Net income (loss) per share(1) ....          (0.02)          0.10          0.08          0.23          0.39
                                         ---------       --------      --------      --------      --------
</TABLE>


----------

(1)     Per share statistics have been computed on the average of number of
        shares outstanding in the hands of the public. Per share statistics for
        the first three quarters may vary slightly from amounts reported on an
        interim basis due to changes in the number of shares outstanding.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

        There has been no change of accountants or disagreements on any matter
of accounting principles, practices or financial statement disclosures required
to be reported under this item.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        Information with respect to the Company's Directors is incorporated
herein by reference to our Notice of Annual Meeting of Shareholders and Proxy
Statement that was filed pursuant to Regulation 14A within 120 days of
October 31, 2001.

ITEM 11. EXECUTIVE COMPENSATION

        Information with respect to Executive Compensation is incorporated
herein by reference to our Notice of Annual Meeting of Shareholders and Proxy
Statement that was filed pursuant to Regulation 14A within 120 days of
October 31, 2001.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        Information with respect to Security Ownership of Certain Beneficial
Owners and Management is incorporated herein by reference to our Notice of
Annual Meeting of Shareholders and Proxy Statement that was filed pursuant
to Regulation 14A within 120 days of October 31, 2001.


                                       39


<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        Information with respect to Certain Relationships and Related
Transactions is incorporated herein by reference to our Notice of Annual Meeting
of Shareholders and Proxy Statement that was filed pursuant to Regulation
14A within 120 days of October 31, 2001.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) THE FOLLOWING FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS ARE FILED AS PART
    OF THIS FORM 10-K.

    (1) Financial Statements:

        See "Item 8. Financial Statements and Supplementary Data."

    (2) Financial Statement Schedules:

                      REPORT OF INDEPENDENT ACCOUNTANTS ON
                          FINANCIAL STATEMENT SCHEDULE

        To the Board of Directors and Shareholders of
        Longview Fibre Company


        Our audits of the consolidated financial statements referred to in our
        report dated December 7, 2001 appearing in Longview Fibre Company's 2001
        Annual Report on Form 10-K also included an audit of the financial
        statement schedule listed in Item 14(a)(2) of this Form 10-K/A. In our
        opinion, this financial statement schedule presents fairly, in all
        material respects, the information set forth therein when read in
        conjunction with the related consolidated financial statements.

       Portland, Oregon
       December 7, 2001

                             LONGVIEW FIBRE COMPANY

                SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
                     FOR THREE YEARS ENDED OCTOBER 31, 2001


<TABLE>
<CAPTION>
                                                                                  ADDITIONS
                                                                          -------------------------
                                                      BALANCE AT     CHARGED TO   CHARGED TO                      BALANCE AT
                                                     BEGINNING OF    COSTS AND      OTHER                          CLOSE OF
DESCRIPTION                                             PERIOD        EXPENSES   ACCOUNTS (1)    DEDUCTIONS (2)     PERIOD
                                                     ------------    ----------  ------------    --------------   ----------
                                                                            (THOUSANDS OF DOLLARS)
<S>                                                     <C>             <C>      <C>             <C>              <C>
Reserve deducted from related asset accounts
Doubtful accounts -- Accounts receivable

1999 .............................................      $1,100          481           --            (481)          $1,100
                                                        ------          ---          ---            ----           ------
2000 .............................................      $1,100          724          250            (724)          $1,350
                                                        ------          ---          ---            ----           ------
2001 .............................................      $1,350          453           --            (453)          $1,350
                                                        ------          ---          ---            ----           ------
</TABLE>

------

(1)     To adjust the level of the reserve for doubtful accounts based on
        customer risk analysis.

(2)     To replenish and maintain the level of the reserve for doubtful accounts

(3)     Exhibits:


                                       40


<PAGE>
        See "Index to Exhibits."

(b) REPORTS ON FORM 8-K.

        No reports on Form 8-K were filed during the last quarter of the period
covered by this report.


                                       41


<PAGE>
                                   SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

LONGVIEW FIBRE COMPANY

By: /s/ L.J. HOLBROOK                                 Date: June 21, 2002
    ----------------------------------------
    L.J. HOLBROOK, Senior Vice President-
    Finance, Secretary and Treasurer


                                       42


<PAGE>
                                INDEX OF EXHIBITS


<TABLE>
<CAPTION>
DOCUMENT NO.
------------
<S>           <C>
     3.1      Articles of Incorporation of Longview Fibre Company(a)

     3.2      Bylaws of Longview Fibre Company(a)

     4.1      Long-term debts that do not exceed 10% of the total assets of the
              company, details of which will be supplied to the Commission upon
              request: Senior Notes due through 2010 (5.84%-8.84%) $249,500,000
              Revenue Bonds payable through 2018 (floating rates, 2.05% through
              3.25% at October 31, 2001) $26,900,000

     4.2      Rights Agreement Dated as of March 1, 1999(d)

     10.1     Form of Termination Protection Agreement(b)(*)

     10.2     Credit Agreement(e)

     21.1     Subsidiaries(**)

     23.1     Consent of Independent Accountants

     99.1     Salary Savings Plan(c)(*)

     99.2     Salary Savings Plan -- Amendment No. 1(c)(*)

     99.3     Salary Savings Plan -- Amendment No. 2(f)(*)

     99.4     Salary Savings Plan -- Trust Agreement(f)(*)

     99.5     Hourly Saving Plan(c)

     99.6     Hourly Savings Plan -- Amendment No. 1(f)

     99.7     Hourly Savings Plan -- Trust Agreement(f)

     99.8     Branch Hourly Savings Plan(c)

     99.9     Branch Hourly Savings Plan -- Amendment No. 1(c)

     99.10    Branch Hourly Savings Plan -- Amendment No. 2(c)

     99.11    Branch Hourly Savings Plan -- Amendment No. 3(f)

     99.12    Branch Hourly Savings Plan -- Trust Agreement(f)

</TABLE>

----------

(a)     Incorporated by reference to company's Annual Report on Form 10-K for
        the year ended October 31, 1990.

(b)     Incorporated by reference to company's Annual Report on Form 10-K for
        the year ended October 31, 1994.

(c)     Incorporated by reference to company's Annual Report on Form 10-K for
        the year ended October 31, 1998.

(d)     Incorporated by reference to company's Current Report on Form 8-K dated
        February 18, 1999.

(e)     Incorporated by reference to company's Quarterly Report on Form 10-Q for
        the quarter ended January 31, 2000.

(f)     Incorporated by reference to company's Annual Report on Form 10-K for
        the year ended October 31, 2000.

(*)     Indicates management contract or compensatory plan or arrangement.

(**)    Previously filed as an exhibit to the company's Annual Report on Form
        10-K for the year ended October 31, 2001, filed December 19, 2001.


                                       43