EXHIBIT 3.2

                                   BYLAWS

                                     OF

                          LONGVIEW FIBRE COMPANY

                         AS AMENDED JUNE 13, 2003


                               ARTICLE I

                                Offices

          (1)  Registered Office and Registered Agent:  The registered
office of the corporation shall be located in the State of Washington at such
place as may be fixed from time to time by the Board of Directors upon filing
of such notices as may be required by law, and the registered agent shall
have a business office identical with such registered office.

          (2)  Other Offices:  The corporation may have other offices
within or outside the State of Washington at such place or places as the
Board of Directors may from time to time determine.

                               ARTICLE II

                        Shareholders' Meetings

          (1)  Meeting Place:  All meetings of the shareholders shall be
held at the principal place of business of the corporation, or at such other
place as shall be determined from time to time by the Board of Directors, and
the place at which any such meeting shall be held shall be stated in the
notice of the meeting.

          (2)  Annual Meeting Time: The annual meeting of the shareholders
for the purpose of electing directors and for transacting such other business
as may properly come before the meeting shall be held each year within 180
days after the fiscal year end of the corporation at a date, time and
location as fixed from time to time by resolution of the Board.

          (3)  Annual Meeting - Order of Business:  At the annual meeting
of shareholders, the order of business shall be as follows:

               (a)  Calling the meeting to order.
               (b)  Proof of notice of meeting (or filing waiver).
               (c)  Presentation of minutes of last annual meeting.
               (d)  Reports of officers.
               (e)  Reports of committees.
               (f)  Election of directors.
               (g)  Miscellaneous business.

          (4)  Special Meetings:  Special meetings of the shareholders for
any purpose may be called by the Chairman of the Board, if in office, or by
the President if there is no Chairman of the Board or the latter is absent or
unable to act, and shall be called by the Chairman of the Board or the
President, determined as last hereinabove provided, or by the Secretary at
the request in writing of a majority of the Board of Directors, or at the
request in writing of shareholders owning a majority in amount of the entire
capital stock of the corporation issued and outstanding.  Such request shall
state the purpose or purposes of the proposed meeting. Business transacted at
all special meetings shall be confined to the objects stated in the call.

          (5)  Notice:

               (a)  Notice of the time and place of the annual meeting of
shareholders shall be given by delivering personally or by mailing a written
or printed notice of the same, at least ten days, and not more than sixty
days, prior to the meeting to each shareholder of record entitled to vote at
such meeting.

               (b)  At least ten days and not more than sixty days prior
to the meeting, written or printed notice of each special meeting of
shareholders, stating the place, day and hour of such meeting, and the
purpose or purposes for which the meeting is called, shall be delivered
personally, or mailed to each shareholder of record entitled to vote at such
meeting.

          (6)  Voting Record:  At least ten days before each meeting of
shareholders, a complete record of the shareholders entitled to vote at such
meeting, or any adjournment thereof, shall be made, arranged in alphabetical
order, with the address of and number of shares held by each, which record
shall be kept on file at the registered office of the corporation.  Such list
shall be open to the examination of any shareholder, for any purpose germane
to the meeting, during ordinary business hours, for a period of at least ten
days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be
held.  The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any
shareholder who is present, for any purpose germane to the meeting.

          (7)  Quorum:  Except as otherwise required by law:

               (a)  Subject to the laws of Washington in respect of the
vote that shall be required for a specific action and subject to the
provisions of Articles of Incorporation, a quorum at any annual or special
meeting of shareholders shall consist of shareholders representing, either in
person or by proxy, a majority of the outstanding capital stock of the
corporation entitled to vote at such meeting.

               (b)  Subject to the provisions of Articles of
Incorporation, the votes of a majority in interest of those present at any
properly called meeting or adjourned meeting of shareholders at which a
quorum, as defined in this paragraph, is present shall be sufficient to
transact business.

               (c)  Subject to the provisions of the Articles of
Incorporation, the shareholders present at a duly called or held meeting at
which a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum, if any action taken (other than adjournment) is approved by at least
a majority of the shares required to constitute a quorum.

               (d)  In the absence of a quorum at any meeting or any
adjournment thereof, a majority in voting interest of the shareholders
present in person or by proxy and entitled to vote thereat or, in the absence
therefrom of all the shareholders, any officer entitled to preside at, or to
act as secretary of, such meeting may adjourn such meeting from time to time.
At any such adjourned meeting at which a quorum is present, any business may
be transacted which might have been transacted at the meeting as originally
called.

          (8)  Voting of Shares:  Except as otherwise provided in these
Bylaws or to the extent that voting rights of the shares of any class or
classes are limited or denied by the Articles of Incorporation, each
shareholder, on each matter submitted to a vote at a meeting of shareholders,
shall have one vote for each share of stock registered in his name in the
books of the corporation.

          (9)  Closing of Transfer Books and Fixing Record Date:  For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders, or any adjournment thereof, or entitled to receive
payment of any dividend, the Board of Directors may provide that the stock
transfer books shall be closed for a stated period not to exceed sixty days
nor be less than ten days preceding such meeting.  In lieu of closing the
stock transfer books, the Board of Directors may fix in advance a record date
for any such determination of shareholders, such date to be not more than
sixty days and, in case of a meeting of shareholders, not less than ten days
prior to the date on which the particular action requiring such determination
of shareholders is to be taken.

          (10)  Proxies:  A shareholder may vote either in person or by
proxy executed in writing by the shareholder or his duly authorized attorney-
in-fact.  No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.

          (11)  Action by Shareholders without a Meeting:  Any action
required or which may be taken at a meeting of shareholders of the
corporation may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.  Such consent
shall have the same force and effect as a unanimous vote of shareholders.

          (12)  Waiver of Notice:  A waiver of any notice required to be
given any shareholder, signed by the person or persons entitled to such
notice, whether before or after the time stated therein for the meeting,
shall be equivalent to the giving of such notice.  Notice is waived by a
shareholder by his attendance at the meeting in person or by proxy, except
when a shareholder attends for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.  Any shareholder so waiving shall be bound by the proceedings of
any such meeting in all respects as if due notice thereof had been given.

                                ARTICLE III

                           Shareholder Proposals

          (1)  Shareholder Nomination of Director Candidates:  Subject to
the rights of holders of any class or series of stock having a preference
over the corporation's common stock as to dividends or upon liquidation, if
any, nominations for the election of directors may be made by the Board of
Directors or a committee appointed by the Board of Directors or by any
shareholder entitled to vote in the election of directors generally. However,
any shareholder entitled to vote in the election of directors generally may
nominate one or more persons for election as directors at a meeting only if
written notice of such shareholder's intent to make such nomination or
nominations has been received by the corporation, either by personal delivery
or by United States mail, postage prepaid, to the Secretary of the
corporation not later than (a) with respect to the election to be held at an
annual meeting of shareholders, ninety days prior to the date one year from
the date of the immediately preceding annual meeting of shareholders, and
(b) with respect to an election to be held at a special meeting of
shareholders for the elections of directors, the close of business on the
tenth day following the date on which notice of such meeting is first given
to shareholders.  Each such notice shall set forth:  (a) the name and address
of the shareholder who intends to make the nomination and of the person or
persons to be nominated; (b) a representation that the shareholder is a
holder of record of stock of the corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) a description of all
arrangements or understandings between the shareholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the shareholder; (d) such
other information regarding each nominee proposed by such shareholder as
would be required to be included in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange Commission, had the nominee been
nominated, or intended to be nominated, by the Board of Directors; and
(e) the consent of each nominee to serve as a director of the corporation if
so elected.  The Chairman of the meeting may in his discretion determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedures, and if he should so determine, he shall so declare to
the meeting and the defective nomination shall be disregarded.

          (2)  Shareholder Proposals:  Any shareholder may make any
proposal at an annual meeting of shareholders and the same may be discussed
and considered only if written notice of such shareholder's intent to make
such proposal(s) has been received by the corporation, either by personal
delivery or by United States mail, postage prepaid, to the Secretary of the
corporation not later than ninety days prior to the date one year from the
date of the immediately preceding annual meeting of shareholders.  Each such
notice shall set forth:  (a) the name and address of the shareholder who
intends to make the proposal(s); (b) a representation that the shareholder is
a holder of record of stock of the corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to vote
for the proposal(s); and (c) such other information regarding each proposal
as would be required to be included in a proxy statement filed pursuant to
the proxy rules of the Securities and Exchange Commission.  The Chairman of
the meeting may in his discretion determine and declare to the meeting that a
proposal was not made in accordance with the foregoing procedures, and if he
should so determine, he shall so declare to the meeting and the defective
proposal shall be disregarded.

                                  ARTICLE IV

                                    Stock

          (1)  Certificated Shares:  Certificates of stock shall be
numbered, and each shareholder shall be entitled to a certificate signed by
the Chairman, President or a Vice President, and by the Secretary or an
Assistant Secretary, or by such other two officers as may be designated by
the Board of Directors, and may be sealed with the seal of the corporation or
a facsimile thereof.  The signatures of such officers may be facsimiles if
the certificate is manually signed on behalf of a transfer agent, or
registered by a registrar, other than the corporation itself or an employee
of the corporation.  If an officer who has signed or whose facsimile
signature has been placed upon such certificate ceases to be such officer
before the certificate is issued, it may be issued by the corporation with
the same effect as if the person were an officer on the date of issue.

At a minimum, each certificate of stock issued by the corporation
shall state:

               (a)  the name of the issuing corporation;

               (b)  that the corporation is organized under the laws of
the State of Washington;

               (c)  the name of the person to whom issued;

               (d)  the number and class of shares and the designation of
the series, if any, which such certificate represents; and

               (e)  if the corporation is authorized to issue different
classes of shares or different series within a class, the designations,
relative rights, preferences and limitations applicable to each class and the
variations in rights, preferences and limitations determined for each series,
and the Board's authority to determine variations for future series,
summarized either on the front or back of the certificate.  Alternatively,
each certificate may state conspicuously on its front or back that the
corporation will furnish the shareholder this information upon written
request and without charge.

In case of any mutilation, loss or destruction of any certificate
of stock, another may be issued in its place on proof of such mutilation,
loss or destruction.  The Board of Directors may impose conditions on such
issuance and may require the giving of a satisfactory bond or indemnity to
the corporation in such sum as it may determine or establish such other
procedures as it deems necessary.

          (2)  Transfers:

               (a)  Transfers of stock shall be made only upon the stock
transfer books of the corporation, kept at the registered office of the
corporation or at its principal place of business, or at the office of its
transfer agent or registrar.  The Board of Directors may, by resolution, open
a share register in any state of the United States, and may employ an agent
or agents to keep such register, and to record transfers of shares therein.

               (b)  Shares of stock shall be transferred by delivery of
the certificates therefor, accompanied either by an assignment in writing on
the back of the certificate or an assignment separate from certificate, or by
a written power of attorney to sell, assign and transfer the same, signed by
the holder of such certificate.  No shares of stock shall be transferred on
the books of the corporation until the outstanding certificates therefor have
been surrendered to the corporation.

          (3)  Registered Owner:  Registered shareholders shall be treated
by the corporation as the holders in fact of the stock standing in their
respective names and the corporation shall not be bound to recognize any
equitable or other claim to or interest in any share on the part of any other
person, whether or not it shall have express or other notice thereof, except
as expressly provided below or by the laws of the State of Washington.  The
Board of Directors may adopt by resolution a procedure whereby a shareholder
of the corporation may certify in writing to the corporation that all or a
portion of the shares registered in the name of such shareholder are held for
the account of a specified person or persons.  The resolution shall set
forth:

               (a)  The classification of shareholder who may certify;

               (b)  The purpose or purposes for which the certification
may be made;

               (c)  The form of certification and information to be
contained therein;

               (d) If the certification is with respect to a record date
or closing of the stock transfer books, the date within which the
certification must be received by the corporation; and

               (e)  Such other provisions with respect to the procedure
as are deemed necessary or desirable.

Upon receipt by the corporation of a certification complying with
the procedure, the persons specified in the certification shall be deemed,
for the purpose or purposes set forth in the certification, to be the holders
of record of the number of shares specified in place of the shareholder
making the certification.

          (4)  Fractional Shares or Scrip:  The corporation may: (a) issue
fractions of a share which shall entitle the holder to exercise voting
rights, to receive dividends thereon, and to participate in any of the assets
of the corporation in the event of liquidation; (b) arrange for the
disposition of fractional interests by those entitled thereto; (c) pay in
cash the fair value of fractions of a share as of the time when those
entitled to receive such shares are determined; or (d) if certificates are
being used to represent shares of such class or series, issue scrip in
registered or bearer form which shall entitle the holder to receive a
certificate for a full share upon the surrender of such scrip aggregating a
full share.

          (5)  Shares of Another Corporation:  Shares owned by the
corporation in another corporation, domestic or foreign, may be voted by the
Chairman of the Board, when in office, or the President, or by any such
officer, agent or proxy as the Board of Directors may determine.

                                 ARTICLE V

                           Board of Directors

          (1)  Number and Powers:  The management of all the affairs,
property and interest of this corporation shall be vested in a Board of
Directors.  Subject to the Articles of Incorporation, and except as provided
by Article V, Section (3) of these Bylaws, the Board of Directors shall
consist of no less than nine (9) and no more than fifteen (15) persons as
determined from time to time by the shareholders or directors at any annual
or special meeting. The directors of this corporation shall be divided into
three classes:  Class I Directors, Class II Directors and Class III
Directors. Each such class shall be as nearly equal in number of directors as
possible.  Each director shall serve for a term ending on the day of the
third annual meeting following the annual meeting at which such director was
elected and shall serve until his successor shall be elected and duly
qualified; provided, however, that the directors first elected as Class I
Directors shall serve for a term ending at the annual meeting to be held in
the year following the first election of directors by classes, the directors
first elected as Class II Directors shall serve for a term ending at the
annual meeting to be held in the second year following the first election of
directors by classes and the directors first elected as Class III Directors
shall serve for a term ending at the annual meeting to be held in the third
year following the first election of directors by classes.  Notwithstanding
the foregoing, each director shall serve until his successor shall have been
elected and qualified or until his earlier death, resignation or removal.

Directors need not be shareholders or residents of the State of
Washington.  No reduction of the authorized number of directors shall have
the effect of removing any director prior to the expiration of his term of
office.

In addition to the powers and authorities expressly conferred
upon it by these Bylaws and the Articles of Incorporation, the Board of
Directors may exercise all such powers of the corporation and do all such
lawful acts as are not prohibited by statute or by the Articles of
Incorporation or by these Bylaws or as directed or required to be exercised
or done by the shareholders.

          (2)  Change of Number:  The number of directors may at any time
be increased or decreased by the Board of Directors; provided, however, that
(a) no decrease shall have the effect of reducing the number of directors
below that number required by law to classify the Board and (b) no decrease
shall have the effect of shortening the term of any director prior to the
expiration of his term of office.

          (3)  Vacancies:  Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be
filled by a majority of the directors then in office, though less than a
quorum, or by a sole remaining director, and the directors so chosen shall
hold office for the remainder of the full term of the class of directors in
which the new directorship was created or in which the vacancy occurred and
thereafter until such director's successor shall have been elected and
qualified.  If there are no directors in office, then an election of
directors may be held in the manner provided by Washington law.

          (4)  Removal of Directors:  At a meeting of shareholders called
expressly for that purpose, the entire Board of Directors, or any member
thereof, may be removed from office at any time, but only (a) for Cause and
(b) by the affirmative vote of the holders of the majority of shares then
entitled to vote in an election of such directors.  For purposes of this
Article V, Section 4, "Cause" shall be limited to (a) action by a director
involving willful malfeasance having a material adverse effect on the
corporation or (b) a director being convicted of a felony; provided that any
action by a director shall not constitute "Cause" if, in good faith, he
believed such action to be in or not opposed to the best interests of the
corporation, or if a director shall be entitled, under applicable law or the
Articles of Incorporation or Bylaws of the corporation, to be indemnified
with respect to such action.

          (5)  Regular Meetings:  Regular meetings of the Board of
Directors or any committee may be held without notice at the principal place
of business of the corporation or at such other place or places, either
within or without the State of Washington, as the Board of Directors or such
committee, as the case may be, may from time to time designate.  The annual
meeting of the Board of Directors shall be held without notice immediately
after the adjournment of the annual meeting of shareholders.

          (6)  Special Meetings:

               (a)  Special meetings of the Board of Directors may be
called at any time by the Chairman, if in office, or by the President if
there is no Chairman of the Board or the latter is absent or unable to act,
to be held at the principal place of business of the corporation or at such
other place or places as the Board of Directors or the person calling such
meeting may from time to time designate.  Notice of all special meetings of
the Board of Directors shall be given to each director by the Secretary or
the persons calling the meeting, by telegram, by letter, by telecopy or
personally, at least ten days in advance of the time of the meeting.  Such
notice need not specify the business to be transacted at, nor the purpose of,
the meeting.

               (b)  Special meetings of any committee may be called at
any time by such person or persons and with such notice as shall be specified
for such committee by the Board of Directors or, in the absence of such
specification, in the manner and with the notice required for special
meetings of the Board of Directors.

          (7)  Quorum:  A majority of the whole Board of Directors shall
be necessary at all meetings to constitute a quorum for the transaction of
business; and the votes of a majority of those directors present at any
properly called meeting at which a quorum, as defined in this subsection, is
present shall be sufficient to transact business.

          (8)  Waiver of Notice:  Attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a director
attends for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.  A waiver of
notice signed by the director or directors, whether before or after the time
stated for the meeting, shall be equivalent to the giving of notice.

          (9)  Registering Dissent:  A director who is present at a
meeting of the Board of Directors at which action on a corporate matter is
taken shall be presumed to have assented to such action unless his dissent
shall be entered in the minutes of the Meeting, or unless he shall file his
written dissent to such action with the person acting as the secretary of the
meeting, before the adjournment thereof, or shall forward such dissent by
registered mail to the Secretary of the corporation immediately after the
adjournment of the meeting.  Such right to dissent shall not apply to a
director who voted in favor of such action.

          (10)  Executive and Other Committees:  The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may
designate from among its members an Executive Committee consisting of two or
more directors and one or more other standing or special committees.  The
Board of Directors may designate one or more directors as alternate members
of the Executive Committee, who may replace any absent or disqualified member
at any meeting of such committee.  The Executive Committee shall have and may
exercise all the authority of the Board of Directors, and other standing or
special committees may be invested with such powers, subject to such
conditions, as the Board of Directors shall see fit; provided that,
notwithstanding the above, no committee of the Board of Directors shall have
the authority to: (1) declare distributions, or the issuance of shares,
unless a resolution of the Board of Directors, or the Bylaws or the Articles
of Incorporation expressly so provide; (2) approve or recommend to
shareholders actions or proposals required by law to be approved by
shareholders; (3) fill vacancies on the Board of Directors or any committee
thereof; (4) amend the Bylaws; (5) fix compensation of any director for
serving on the Board of Directors or on any committee thereof; (6) approve a
plan of merger, consolidation, or exchange of shares not requiring
shareholder approval; (7) appoint other committees of the Board of Directors
or the members thereof; or (8) amend the Articles of Incorporation, except
that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares adopted by the Board of
Directors as otherwise provided by law, fix any of the relative rights and
preferences of such shares.  All committees so appointed shall keep regular
minutes of their meetings and shall cause them to be recorded in books kept
for that purpose in the office of the corporation.  The designation of any
such committee and the delegation of authority thereto shall not relieve the
Board of Directors, or any member thereof, of any responsibility imposed by
law.

          (11)  Remuneration:  Directors who are not otherwise employed by
the corporation in any other capacity for which compensation is received
shall be paid an annual fee for their services as directors in such amount as
may be established from time to time by resolution of the Board.  Such
directors shall also be reimbursed for any expenses incurred in attending
regular or special meetings of the Board or of special or standing committees
thereof.  Directors who receive compensation from the corporation for serving
in capacities other than as a director of the corporation shall not receive
any stated fee for their services as directors, but such directors shall be
reimbursed for any expenses incurred in attending any regular or special
meeting of the Board or of any special or standing committee thereof.

          (12)  Loans and Guarantees:  The corporation may not lend money
to or guarantee the obligation of a director of the corporation unless:

                    (i)  The particular loan or guarantee is approved by
          vote of the holders of at least a majority of the votes
          represented by the outstanding voting shares of all classes,
          except the votes of the benefited director; or

                    (ii)  The corporation's Board of Directors determines
          that the loan or guarantee benefits the corporation and either
          approves the specific loan or guarantee or a general plan
          authorizing loans and guarantees.

          (13)  Action by Directors Without a Meeting:  Any action required
or which may be taken at a meeting of the directors, or of a committee
thereof, may be taken without a meeting if a consent in writing, setting
forth the action so taken or to be taken, shall be signed by all of the
directors, or all of the members of the committee, as the case may be.  Such
consent shall have the same effect as a unanimous vote.

          (14)  Action of Directors by Communications Equipment:  Any
action required or which may be taken at a meeting of directors, or of a
committee thereof, may be taken by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time.

                                ARTICLE VI

                                 Officers

          (1)  Designations:  The officers of the corporation shall be a
President, one or more Vice-Presidents (one or more of whom may be Executive
or Senior Vice-Presidents), a Secretary and a Treasurer, and such Assistant
Secretaries and Assistant Treasurers as the Board may designate, and such
other officers as the business of the corporation shall require, who shall be
elected for one year by the directors at their first meeting after the annual
meeting of shareholders, and who shall hold office until their successors are
elected and qualified.  The Board of Directors shall choose a President from
their own number, and one or more Vice-Presidents, a Secretary, a Treasurer,
and such other officers as the Board shall deem necessary, who may, but need
not, be members of the Board; and the Board may also, in their discretion,
choose from their own number a Chairman of the Board.  Any two or more
offices may be held by the same person, except the offices of President and
Secretary, except that if all of the issued and outstanding stock of the
corporation is owned of record by one shareholder, one person may hold all or
any combination of offices.

          (2)  The Chairman:  During any period when there shall be a
Chairman of the Board he shall be the Chief Executive Officer of the
corporation; shall preside at all meetings of the Board of Directors; shall
have general and active management of the business of the corporation; shall
see that all orders and resolutions of the Board of Directors are carried
into effect; shall execute bonds, mortgages, contracts and other instruments;
shall perform such additional services and functions as may from time to time
be directed by the Board of Directors; and shall be ex officio a member of
all standing committees; and he may delegate such of his duties as he may see
fit to delegate to the President or any Vice-President; provided, that
notwithstanding the foregoing, at such time that the Board of Directors may
designate the President as Chief Executive Officer of the corporation, the
President shall have the primary responsibilities to exercise the powers and
perform the duties assigned by these Bylaws to the Chairman of the Board,
except that the Chairman of the Board shall preside at all meetings of
shareholders and Board of Directors and shall oversee the general and active
management of the business of the corporation.

          (3)  The President:  The President shall in the absence or
inability to act of the Chairman of the Board, or when there is no Chairman
of the Board in office, be the Chief Executive Officer of the corporation,
preside at all meetings of the Board of Directors, and exercise all other
powers, duties and functions conferred upon or which may be exercised by the
Chairman of the Board, when in office.  The President shall be ex officio a
member of all standing committees.  The Chairman of the Board or the
President, in the absence or inability to act of the Chairman of the Board or
when there is no Chairman of the Board in office, in the exercise of the
power to execute bonds, mortgages, contracts and other instruments may do so
under the seal of the corporation and when the seal is so affixed it may be
attested by the signature of the Secretary or the Treasurer.  The Board of
Directors may give general or special authority to any other officer or to
any nonofficer employee of the corporation to execute on behalf of the
corporation any particular instrument or class or classes of instruments, and
may give general or special authority to any officer of the corporation to
affix the seal of the corporation and to attest the affixing by his
signature.

          (4)  Vice-Presidents:  In the absence or inability to act of the
Chairman of the Board, when in office, and of the President, each of the
Vice-Presidents shall, in the order in which their names appear in the
minutes of the meeting of the Board at which such Vice-Presidents were
elected, perform any of the duties and exercise any of the powers of Chairman
of the Board, when in office, or the President, and the exercise of any such
powers by such Vice-Presidents shall be conclusive evidence of the absence or
inability of the Chairman of the Board, when in office, and/or the President
to act.  Each of the Vice-Presidents further shall perform such duties as the
Board of Directors shall prescribe.

          (5)  Secretary and Assistant Secretaries:  The Secretary shall
attend all meetings of the Board of Directors and all meetings of the
shareholders and record all votes and the minutes of all proceedings in a
book to be kept for that purpose; and he shall perform like duties for the
standing committees when required.  He shall give, or cause to be given,
notices for all meetings of the shareholders and of the Board of Directors,
and shall perform such other duties as may be prescribed by the Board of
Directors or the Chairman of the Board, when in office, or President, under
whose supervision he shall be.  The Assistant Secretary, or if there be more
than one, any Assistant Secretary available to do so, shall, in the absence
of the Secretary or in the event of his inability to act, perform the duties
of the Secretary and have such other powers as the Board of Directors may
from time to time prescribe.

          (6)  The Treasurer and Assistant Treasurer:  The Treasurer shall
have the custody of all corporate funds and securities and shall keep full
and accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys, and other valuable effects in the
name and to the credit of the corporation, in such banks, trust companies or
other depositories as may be designated by the Board of Directors or by such
officers of the corporation as the Board of Directors may from time to time
authorize to make such designation.  He shall disburse the funds of the
corporation as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the Chairman of the Board, when in office,
or the President, the Directors, at the regular meetings of the Board, or
whenever they may require it, an account of all his transactions as Treasurer
and of the financial condition of the corporation.  The Assistant Treasurer,
or if there shall be more than one, any Assistant Treasurer available to do
so, shall in the absence of the Treasurer or in the event of his inability to
act, perform the duties of the Treasurer and have such other powers as the
Board of Directors may from time to time prescribe.

          (7)  Delegation:  In the case of the absence or inability to act
of any officer of the corporation and of any person herein authorized to act
in his place, the Board of Directors may from time to time delegate the
powers or duties of such officer to any other officer or any director or
other person whom it may select.

          (8)  Vacancies:  Vacancies in any office arising from any cause
may be filled by the Board of Directors at any regular or special meeting of
the Board.  The appointee shall hold office for the unexpired term and until
his successor is duly elected and qualified.

          (9)  Other Officers:  The Board of Directors may appoint such
other officers and agents as it shall deem necessary or expedient, who shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board of
Directors.

          (10)  Term - Removal:  The officers of the corporation shall hold
office until their successors are appointed and qualified.  Any officer or
agent elected or appointed by the Board of Directors may be removed at any
time, with or without cause, by the affirmative vote of a majority of the
whole Board of Directors, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.

          (11)  Bonds:  The Board of Directors may, by resolution, require
any and all of the officers to give bonds to the corporation, with sufficient
surety or sureties, conditioned for the faithful performance of the duties of
their respective offices, and to comply with such other conditions as may
from time to time be required by the Board of Directors.

          (12)  Salaries:  The salaries of all officers of the corporation
shall be fixed by the Board of Directors.

                               ARTICLE VII

                        Distributions and Finance

          (1)  Distributions:  Subject to the Articles of Incorporation,
the Board of Directors may authorize a distribution of money or other
property to the corporation's shareholders in the form of a dividend or a
purchase, redemption or other acquisition of the corporation's shares;
provided that, no distribution may be made if, after giving it effect,
either:

               (a)  the corporation would not be able to pay its debts as
they become due in the usual course of business; or

               (b)  the corporation's total assets would be less than the
sum of its total liabilities plus the amount which would be needed to satisfy
any shareholder's preferential rights in liquidation were the corporation in
liquidation at the time of the distribution.

The stock transfer books may be closed for the making of
distributions during such periods, not exceeding sixty days, as from time to
time may be fixed by the Board of Directors.  The Board of Directors,
however, without closing the books of the corporation, may authorize
distributions to only the holders of record at the close of business, on any
business day not more than sixty days prior to the date on which distribution
is made.

          (2)  Measure of Effect of Distribution:  For purposes of
determining whether a distribution may be authorized by the Board of
Directors and paid by the corporation under Article VII, paragraph (1) of
these Bylaws, the effect of distribution is measured,

               (a)  in the case of a distribution by purchase, redemption
or other acquisition of the corporation's shares, as of the earlier of (i)
the date on which the money or other property is transferred to the
shareholders or the date on which the debt is incurred by the corporation; or
(ii) the date on which the shareholder ceases to be a shareholder with
respect to the acquired shares; and

               (b)  in any other case, (i) as of the date on which the
distribution is authorized, if payment occurs within one hundred twenty (120)
days thereafter; or (ii) the date of payment if such date occurs more than
one hundred twenty (120) days after the date of authorization.

          (3)  Reserves:  Before making any distribution, there may be set
aside out of the sum available to the corporation for distribution such sum
or sums as the directors from time to time in their absolute discretion deem
expedient as a reserve fund to meet contingencies, or for equalizing
distributions, or for maintaining any property of the corporation, or for any
other purpose.  Any sum in any year which is not distributed in that year
shall be deemed to have been thus set aside until otherwise disposed of by
the Board of Directors.

          (4)  Depositories:  The moneys of the corporation shall be
deposited in the name of the corporation in such bank or banks or trust
company or trust companies or other depositories as the Board of Directors
shall designate, and shall be drawn out only by check or other order for
payment of money signed by such persons and in such manner as may be
determined by resolution of the Board of Directors.

                              ARTICLE VIII

                                Notices

Except as may otherwise be required by law, any notice to any
shareholder or director may be delivered personally or by mail.  If mailed,
the notice shall be deemed to have been delivered when deposited in the
United States mail, addressed to the addressee at his last known address in
the records of the corporation, with postage thereon prepaid.

                               ARTICLE IX

                                  Seal

The corporate seal of the corporation shall be in such form and
bear such inscription as may be adopted by resolution of the Board of
Directors, or by usage of the officers on behalf of the corporation.

                                ARTICLE X

                        Indemnification of Officers,
                       Directors, Employees and Agents

          (1)  Definitions:

			As used in this Article:

               (a)  "Action" means any actual or threatened claim, suit
or proceeding, whether civil, criminal, administrative or investigative.

               (b)  "Another Enterprise" means a corporation (other than
the Corporation), partnership, joint venture, trust, association, committee,
employee benefit plan or other group or entity.

               (c)  "Corporation" means Longview Fibre Company and any
predecessor or successor to it and any constituent corporation (including any
constituent of a constituent) absorbed by the corporation in a consolidation
or merger.

               (d)  "Director or Officer" means each person who is
serving or who has served as a director or officer of the Corporation or, at
the request of the corporation, as a director, officer, partner, trustee,
employee or agent of Another Enterprise.

               (e)  "Indemnitee" means each person who was, is or is
threatened to be made a party to or is involved (including without
limitation, as a witness) in an Action because the person is or was a
Director or Officer.

               (f)  "Loss" means loss, liability, expenses (including
attorneys' fees), judgments, fines, ERISA excise taxes or penalties and
amounts to be paid in settlement, actually and reasonably incurred or
suffered by Indemnitee in connection with an Action.

          (2)  Right to Indemnification:  The corporation shall indemnify
and hold each Indemnitee harmless against any and all Loss except for Losses
arising out of:  (a) the Indemnitee's acts or omissions finally adjudged to
be intentional misconduct or a knowing violation of law, (b) the Indemnitee's
approval of distributions or loans which are finally adjudged to be in
violation of the applicable provisions of Washington law, or (c) any
transaction in which it is finally adjudged that the Indemnitee personally
received a benefit in money, property or services to which the Indemnitee was
not legally entitled.  Except as provided in Section 4 of this Article, the
corporation shall not indemnify an Indemnitee in connection with an Action
(or part thereof) initiated by the Indemnitee unless such Action (or part
thereof) was authorized by the Board of Directors of the corporation.  If,
after the effective date of this Article, the Washington Business Corporation
Act is amended to authorize further indemnification of directors or officers,
then Directors and Officers of this corporation shall be indemnified to the
fullest extent permitted by the Washington Business Corporation Act, as so
amended.

          (3)  Burden of Proof, Procedure for Payment and Notification of
Shareholders:

               (a)  The Indemnitee shall be presumed to be entitled to
indemnification under this Article upon submission of a written claim
(including a claim for expenses incurred in defending any Action in advance
of its final disposition, where the undertaking in (b) below has been
tendered to the corporation), and thereafter the corporation shall have the
burden of proof to overcome the presumption that the Indemnitee is so
entitled.

               (b)  The right to indemnification conferred in this
Article shall include the right to be paid by the corporation all expenses
(including attorneys' fees) incurred in defending any Action in advance of
its final disposition; provided however, that the payment of such expenses in
advance of the final disposition of an Action shall be made upon delivery to
the corporation of an undertaking, by or on behalf of such Director or
Officer, to repay all amounts so advanced if it shall ultimately be
determined that such Director or Officer is not entitled to be indemnified
under this Article or otherwise.

               (c)  Any indemnification of a Director in accordance with
this Article, including any payment or reimbursement of expenses, shall be
reported to the shareholders with the notice of the next shareholders'
meeting or prior thereto in a written report containing a brief description
of the proceedings involving the Directors being indemnified and the nature
and extent of such indemnification.

          (4)  Right of Indemnitee to Bring Suit:  If a claim under this
Article is not paid in full by the corporation within 60 days after a written
claim has been received by the corporation, except in the case of a claim for
expenses incurred in defending a proceeding in advance of its final
disposition, in which case the applicable period shall be 20 days, the
claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim and, to the extent successful in whole
or in part, the Indemnitee shall be entitled to be paid also all the expenses
(including, without limitation attorneys' fees) of prosecuting such claim.
Neither the failure of the corporation (including its Board of Directors, its
shareholders or independent legal counsel) to have made a determination prior
to the commencement of such action that indemnification of or reimbursement
or advancement of expenses to the claimant is proper in the circumstances,
nor an actual determination by the corporation (including its Board of
Directors, its shareholders or independent legal counsel) that the Indemnitee
is not entitled to indemnification or to the reimbursement or advancement of
expenses, shall be a defense to the action or create a presumption that the
Indemnitee is not so entitled.

          (5)  Nonexclusivity of Rights:  The right to indemnification and
the payment of expenses incurred in defending an Action in advance of its
final disposition conferred in this Article shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
provision of the Articles of Incorporation, Bylaws, agreement, vote of
shareholders or disinterested directors or otherwise.

          (6)  Insurance, Contracts and Funding:  The corporation may
maintain insurance, at its expense, to protect itself and any Director,
Officer, employee or agent of the corporation or Another Enterprise against
any expense, liability or loss, whether or not the corporation would have the
power to indemnify such person against such expense, liability or loss under
the Washington Business Corporation Act.  The corporation may, without
further corporate action, enter into contracts with any Director or Officer
of the corporation in furtherance of the provisions of this Article and may
create a trust fund, grant a security interest or use other means (including,
without limitation, a letter of credit) to ensure the payment of such amounts
as may be necessary to effect the indemnification provided in this Article.

          (7)  Indemnification of Employees and Agents of the Corporation:
The corporation may, by action of its Board of Directors from time to time,
provide indemnification and pay expenses in advance of the final disposition
of an Action to employees and agents of the corporation with the same scope
and effect as the provisions of this Article with respect to the
indemnification and advancement of expenses of Directors and Officers of the
corporation or pursuant to rights granted pursuant to, or provided by, the
Washington Business Corporation Act or otherwise.

          (8)  Contract Right:  Rights of indemnification under this
Article shall continue as to an Indemnitee who has ceased to be a Director or
Officer and shall inure to the benefit of his heirs, executors and
administrators.  The right to indemnification conferred in this Article shall
be a contract right upon which each Director or Officer shall be presumed to
have relied in determining to serve or to continue to serve as such.  Any
amendment to or repeal of this Article shall not adversely affect any right
or protection of a Director or Officer of the Corporation for or with respect
to any acts or omissions of such Director or Officer occurring prior to such
amendment or repeal.

          (9)  Severability:  If any provision of this Article or any
application thereof shall be invalid, unenforceable or contrary to applicable
law, the remainder of this Article, or the application of such provisions to
persons or circumstances other than those as to which it is held invalid,
unenforceable or contrary to applicable law, shall not be affected thereby
and shall continue in full force and effect.

                                 ARTICLE XI

                             Books and Records

The corporation shall keep correct and complete books and records
of account and shall keep minutes of the proceedings of its shareholders and
Board of Directors, and shall keep at its registered office or principal
place of business, or at the office of its transfer agent or registrar, a
record of its shareholders, giving the names and addresses of all
shareholders and the number and class of the shares held by each.  Any books,
records and minutes may be in written form or any other form capable of being
converted into written form within a reasonable time.

                                ARTICLE XII

                                Fiscal Year

The fiscal year of the corporation shall comprise twelve calendar
months ending on the 31st day of October of each year.  The Board of
Directors may at time from time by resolution change the fiscal year of the
corporation.

                                ARTICLE XIII

                                 Amendments

          (1)  By Shareholders:  Subject to the provisions of the Articles
of Incorporation, these Bylaws may be altered, amended or repealed by the
affirmative vote of a majority of the voting stock issued and outstanding at
any regular or special meeting of the shareholders.

          (2)  By Directors:  Subject to the provisions of the Articles of
Incorporation, the Board of Directors shall have power to make, alter, amend
and repeal the Bylaws of this corporation.  However, subject to the Articles
of Incorporation, any such Bylaws, or any alteration, amendment or repeal of
the Bylaws, may be changed or repealed by the holders of a majority of the
stock entitled to vote at any shareholders' meeting.

          (3)  Emergency Bylaws:  The Board of Directors may adopt
emergency Bylaws, subject to repeal or change by action of the shareholders,
which shall be operative during any emergency in the conduct of the business
of the corporation resulting from an attack on the United States or any
nuclear or natural disaster.

Adopted by resolution of the corporation's Board of Directors on
November 30, 1989, as amended on June 13, 2003.



                                  ___________________________________
                                  L. J. McLaughlin, Secretary