EXHIBIT 99.15

                            AMENDMENT NO. 3 TO
                          LONGVIEW FIBRE COMPANY
               BRANCH PLANT HOURLY EMPLOYEES' 401(K) PLAN

     This Amendment is made to the Longview Fibre Company Branch Plan Hourly
Employees' 401(k) Plan (the "Plan").  The amendments set forth below are
effective January 1, 2000, unless a different effective date is specifically
identified.  All terms defined in the Plan shall have the same meanings when
used herein.  All provisions of the Plan not amended by this Amendment shall
remain in full force and effect.

     1.  Section 9.7(b) is amended to read as follows:

        (b)  Account Restoration.  If a former Employee again becomes an
             Employee before he incurs a Break in Service, but after he
             forfeits his nonvested Account balance, the amount forfeited
             after his employment last terminated (adjusted for earning or
             losses thereon from the date deposited to the Transition Account
             until the date of forfeiture) shall be restored to his Account.
             The restoration amount shall come from forfeiture amounts to the
             extent possible, and any additional amount needed shall be
             contributed by the Employer.  The Participant's vested interest
             in his restored Account shall then be equal to:

             V% times (AB + D) - D

	              where:

             V% = current vested percentage
             AB = current Account balance
             D = amount previously distributed from Account and deemed repaid

     2.  The last sentence in Section 10.12 is amended to read as follows:

         As soon as a Plan distribution to such Participant would otherwise be
         permitted, the Administrator may instruct the Trustee to execute upon
         its security interest in the Participant's Account by distributing
         the note to the Participant.

     3.  Effective January 1, 2004, the last sentence of Section 11.1(a) is
         amended to read as follows:

         Only requests for withdrawals (1) on account of a Participant's
         "Deemed Financial Need" or "Demonstrated Financial Need," and
         (2) which are "Deemed Necessary" to satisfy the financial need shall
         be approved.

     4.  Effective January 1, 2004, subsection (e) of Section 11.1 is deleted,
         subsections (f) through (i) of Section 11.1 are relettered as
         subsections (e) through (h), respectively, and all references in the
         Plan to such subsections are revised accordingly.

     5.  Effective January 1, 2004, Section 11.1(h), as relettered, is amended
         to read as follows:

           (h)  Suspension from Further Contributions.  If a Participant
                makes a withdrawal under this Section 11.1, then such
                Participant may not make additional Pre-Tax Contributions
                or After-Tax Contributions or comparable contributions to
                any other qualified or nonqualified plan of deferred
                compensation (but not including a health or welfare plan),
                other than the mandatory employee contribution portion of a
                defined benefit plan, for a period of 6 months following
                the date the withdrawal payment is made.

     6.  Section 12.3 is amended to read as follows:

         12.3  Form and Medium of Payment

              (a)  Form.  Effective March 22, 1999, a Participant (or, in the
                   case of a deceased Participant, the Participant's
                   Beneficiary) whose vested Account balance exceeds $5,000
                   may elect to have such vested Account balance paid in any
                   of the following forms:

                   (1)  a single lump sum;

                   (2)  a partial payment, limited to four per Plan Year; or

                   (3)  quarterly periodic installments over a period not to
                        exceed the life expectancy of the Participant and his
                        Beneficiary.

                    Effective March 22, 1999, if a Participant's (or
                    Beneficiary's) vested Account balance does not exceed
                    $5,000, it will be distributed in the form of a single
                    lump sum.

               (b)  Medium.  Distributions shall be made in cash, except to
                    the extent a distribution consists of an outstanding loan
                    (see Article 10).  Alternatively, a Participant (or, in
                    the case of a deceased Participant, the Participant's
                    Beneficiary) may elect that a distribution be made in the
                    form of whole shares of Company Stock and cash in lieu of
                    fractional shares to the extent the distribution consists
                    of amounts from the Company Stock Fund.  With regard to
                    the portion of a distribution representing an Eligible
                    Rollover Distribution, a Distributee may elect a Direct
                    Rollover for all or a portion of such amount.

     7.  Effective January 1, 2003, Section 12.6 is amended to read as
follows:

     12.6  Minimum Distribution and Incidental Benefit Requirements

          (a)  General Rules

              (1)  Effective Date.  The provisions of this Section 12.6 will
                   apply for purposes of determining required minimum
                   distributions for calendar years beginning with the 2003
                   calendar year.

              (2)  Precedence.  The requirements of this Section 12.6 will
                   take precedence over any inconsistent provisions of the
                   Plan.

              (3)  Requirements of Treasury Regulations Incorporated.  All
                   distributions required under this Section 12.6 will be
                   determined and made in accordance with the Treasury
                   regulations under Code section 401(a)(9).

          (b)  Time and Manner of Distribution

              (1)  Required Beginning Date.  The Participant's entire interest
                   will be distributed, or begin to be distributed, to the
                   Participant no later than the Participant's Required
                   Beginning Date.

              (2)  Death of Participant Before Distributions Begin.  If the
                   Participant dies before distributions begin, the
                   Participant's entire interest will be distributed, or
                   begin to be distributed, no later than as follows:

                   (A)  If the Participant's surviving spouse is the
                        Participant's sole Designated Beneficiary, then
                        distributions to the surviving spouse will begin by
                        December 31 of the calendar year immediately following
                        the calendar year in which the Participant died, or by
                        December 31 of the calendar year in which the
                        Participant would have attained age 70 1/2, if later.

                   (B)  If the Participant's surviving spouse is not the
                        Participant's sole Designated Beneficiary, then
                        distributions to the Designated Beneficiary will be
                        completed by December 31 of the calendar year
                        containing the fifth anniversary of the Participant's
                        death, unless the Participant or Designated
                        Beneficiary elects (as provided in Section 12.6(b)(4))
                        to have distributions begin by December 31 of the
                        calendar year immediately following the calendar year
                        in which the Participant died and such distributions
                        are to be made over the life of the Designated
                        Beneficiary (or over a period not extending beyond the
                        Life Expectancy of the Designated Beneficiary).

                   (C)  If there is no Designated Beneficiary as of
                        September 30 of the year following the year of the
                        Participant's death, the Participant's entire interest
                        will be distributed by December 31 of the calendar
                        year containing the fifth anniversary of the
                        Participant's death.

                   (D)  If the Participant's surviving spouse is the
                        Participant's sole Designated Beneficiary and the
                        surviving spouse dies after the Participant but before
                        distributions to the surviving spouse begin, this
                        Section 12.6(b)(2), other than Section 12.6(b)(2)(A),
                        will apply as if the surviving spouse were the
                        Participant.

                   For purposes of this Section 12.6(b)(2) and
                   Section 12.6(d), unless Section 12.6(b)(2)(D) applies,
                   distributions are considered to begin on the Participant's
                   Required Beginning Date.  If Section 12.6(b)(2)(D)
                   applies, distributions are considered to begin on the date
                   distributions are required to begin to the surviving
                   spouse under Section 12.6(b)(2)(A).  If distributions
                   under an annuity purchased from an insurance company
                   irrevocably commence to the Participant before the
                   Participant's Required Beginning Date (or to the
                   Participant's surviving spouse before the date
                   distributions are required to begin to the surviving
                   spouse under Section 12.6(b)(2)(A)), the date
                   distributions are considered to begin is the date
                   distributions actually commence.

               (3)  Forms of Distribution.  Unless the Participant's interest
                    is distributed in the form of an annuity purchased from an
                    insurance company or in a single sum on or before the
                    Required Beginning Date, as of the first Distribution
                    Calendar Year distributions will be made in accordance
                    with Sections 12.6(c) and (d).  If the Participant's
                    interest is distributed in the form of an annuity
                    purchased from an insurance company, distributions
                    thereunder will be made in accordance with the
                    requirements of Code section 401(a)(9) and the Treasury
                    regulations.

                4)  Election of Distribution Rule.  Participants or Designated
                    Beneficiaries may elect on an individual basis whether the
                    five-year rule or the life expectancy rule in
                    Sections 12.6(b)(2) and 12.6(d)(2) applies to
                    distributions after the death of a Participant who has a
                    Designated Beneficiary.  The election must be made no
                    later than September 30 of the calendar year in which
                    distribution would be required to begin to comply with the
                    life expectancy rule or September 30 of the calendar year
                    which contains the fifth anniversary of the Participant's
                    (or, if applicable, surviving spouse's) death.  If neither
                    the Participant nor the Designated Beneficiary makes an
                    election under this paragraph (4), distributions will be
                    made in accordance with the five-year rule.

          (c)  Required Minimum Distributions During Participant's Lifetime

              (1)  Amount of Required Minimum Distribution For Each
                   Distribution Calendar Year.  During the Participant's
                   lifetime, the minimum amount that will be distributed for
                   each Distribution Calendar Year is the lesser of:

                  (A)  the quotient obtained by dividing the Participant's
                       Account Balance by the distribution period in the
                       Uniform Lifetime Table set forth in Treasury
                       Regulation section 1.401(a)(9)-9, using the
                       Participant's age as of the Participant's birthday in
                       the Distribution Calendar Year; or

                  (B)  if the Participant's sole Designated Beneficiary for
                       the Distribution Calendar Year is the Participant's
                       spouse, the quotient obtained by dividing the
                       Participant's Account Balance by the number in the
                       Joint and Last Survivor Table set forth in Treasury
                       Regulation section 1.401(a)(9)-9, using the
                       Participant's and spouse's attained ages as of the
                       Participant's and spouse's birthdays in the
                       Distribution Calendar Year.

              (2)  Lifetime Required Minimum Distributions Continue Through
                   Year of Participant's Death.  Required minimum
                   distributions will be determined under this Section 12.6(c)
                   beginning with the first Distribution Calendar Year and up
                   to and including the Distribution Calendar Year that
                   includes the Participant's date of death.

          (d)  Required Minimum Distributions After Participant's Death

              (1)  Death On or After Date Distributions Begin

                  (A)  Participant Survived by Designated Beneficiary.  If the
                       Participant dies on or after the date distributions
                       begin and there is a Designated Beneficiary, the
                       minimum amount that will be distributed for each
                       Distribution Calendar Year after the year of the
                       Participant's death is the quotient obtained by
                       dividing the Participant's Account Balance by the
                       longer of the remaining Life Expectancy of the
                       Participant or the remaining Life Expectancy of the
                       Participant's Designated Beneficiary, determined as
                       follows:

                      (i)  The Participant's remaining Life Expectancy is
                           calculated using the age of the Participant in the
                           year of death, reduced by one for each subsequent
                           year.

                     (ii)  If the Participant's surviving spouse is the
                           Participant's sole Designated Beneficiary, the
                           remaining Life Expectancy of the surviving spouse
                           is calculated for each Distribution Calendar Year
                           after the year of the Participant's death using the
                           surviving spouse's age as of the spouse's birthday
                           in that year.  For Distribution Calendar Years
                           after the year of the surviving spouse's death, the
                           remaining Life Expectancy of the surviving spouse
                           is calculated using the age of the surviving spouse
                           as of the spouse's birthday in the calendar year of
                           the spouse's death, reduced by one for each
                           subsequent calendar year.

                    (iii)  If the Participant's surviving spouse is not the
                           Participant's sole Designated Beneficiary, the
                           Designated Beneficiary's remaining Life Expectancy
                           is calculated using the age of the Beneficiary in
                           the year following the year of the Participant's
                           death, reduced by one for each subsequent year.

                  (B)  No Designated Beneficiary.  If the Participant dies on
                       or after the date distributions begin and there is no
                       Designated Beneficiary as of September 30 of the year
                       after the year of the Participant's death, the minimum
                       amount that will be distributed for each Distribution
                       Calendar Year after the year of the Participant's
                       death is the quotient obtained by dividing the
                       Participant's Account Balance by the Participant's
                       remaining Life Expectancy calculated using the age of
                       the Participant in the year of death, reduced by one
                       for each subsequent year.

              (2)  Death Before Date Distributions Begin

                  (A)  Participant Survived by Designated Beneficiary.  If the
                       Participant dies before the date distributions begin
                       and the Participant or Designated Beneficiary has
                       elected (in accordance with Section 12.6(b)(4)) to
                       have distributions made under the life expectancy rule
                       described in Section 12.6(b)(2), the minimum amount
                       that will be distributed for each Distribution
                       Calendar Year after the year of the Participant's
                       death is the quotient obtained by dividing the
                       Participant's Account Balance by the remaining Life
                       Expectancy of the Participant's Designated
                       Beneficiary, determined as provided in
                       Section 12.6(d)(1).

                  (B)  No Designated Beneficiary.  If the Participant dies
                       before the date distributions begin and there is no
                       Designated Beneficiary as of September 30 of the year
                       following the year of the Participant's death (or the
                       Participant or Designated Beneficiary fails to timely
                       elect the life expectancy rule), distribution of the
                       Participant's entire interest will be completed by
                       December 31 of the calendar year containing the fifth
                       anniversary of the Participant's death.

                  (C)  Death of Surviving Spouse Before Distributions to
                       Surviving Spouse Are Required to Begin.  If the
                       Participant dies before the date distributions begin,
                       the Participant's surviving spouse is the
                       Participant's sole Designated Beneficiary, and the
                       surviving spouse dies before distributions are
                       required to begin to the surviving spouse under
                       Section 12.6(b)(2)(A), this Section 12.6(d)(2) will
                       apply as if the surviving spouse were the Participant.

          (e)  Definitions

              (1)  Designated Beneficiary.  The individual who is designated
                   as the Beneficiary under Section 12.4(c) and is the
                   designated beneficiary under Code section 401(a)(9) and
                   Treasury Regulation section 1.409(a)(9)-4, Q&A-1.

              (2)  Distribution Calendar Year.  A calendar year for which a
                   minimum distribution is required.  For distributions
                   beginning before the Participant's death, the first
                   Distribution Calendar Year is the calendar year
                   immediately preceding the calendar year which contains the
                   Participant's Required Beginning Date.  For distributions
                   beginning after the Participant's death, the first
                   Distribution Calendar Year is the calendar year in which
                   distributions are required to begin under
                   Section 12.6(b)(2).  The required minimum distribution for
                   the Participant's first Distribution Calendar Year will be
                   made on or before the Participant's Required Beginning
                   Date.  The required minimum distribution for other
                   Distribution Calendar Years, including the required
                   minimum distribution for the Distribution Calendar Year in
                   which the Participant's Required Beginning Date occurs,
                   will be made on or before December 31 of that Distribution
                   Calendar Year.

               (3)  Life Expectancy.  Life expectancy as computed by use of
                    the Single Life Table in Treasury Regulation
                    section 1.401(a)(9)-9.

               (4)  Participant's Account Balance.  The Account balance as of
                    the last valuation date in the calendar year immediately
                    preceding the Distribution Calendar Year (valuation
                    calendar year) increased by the amount of any
                    contributions made and allocated or forfeitures allocated
                    to the Account balance as of dates in the valuation
                    calendar year after the valuation date and decreased by
                    distributions made in the valuation calendar year after
                    the valuation date.  The Account balance for the valuation
                    calendar year includes any amounts rolled over or
                    transferred to the Plan either in the valuation calendar
                    year or in the Distribution Calendar Year if distributed
                    or transferred in the valuation calendar year.

     8.  A new Section 19.12 is added to read as follows:

         Collective Bargaining Agreement

         If the Employer makes an agreement with a union providing that
         Employees in a particular bargaining unit are covered by the Plan,
         but that their benefits under the Plan will differ from the benefits
         otherwise provided under the Plan, then the relevant provisions of
         such agreement are incorporated into the Plan by this reference and
         shall apply in lieu of any conflicting provisions in the Plan, but
         only with respect to Employees in that particular bargaining unit.

     Longview Fibre Company has caused this Amendment to be executed on the
date indicated below.

                                          LONGVIEW FIBRE COMPANY

Dated:                                    By:

                                          Its: