EXHIBIT NO. 99.7

                      AMENDMENT NO. 3 TO
                    LONGVIEW FIBRE COMPANY
                 SALARIED 401(K) SAVINGS PLAN

     This Amendment is made to the Longview Fibre Company Salaried 401(k)
Savings Plan (the "Plan").  The amendments set forth below are effective
November 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.

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

                                              LONGVIEW FIBRE COMPANY

Dated:                                        By:

                                              Its: