Execution Copy 

Amendment No. 1
to the
Longview Fibre Company
Branch Plant Hourly Employees' 401(k) Plan and Trust


	WHEREAS, Longview Fibre Company (the "Company"), approved and adopted the 
Longview Fibre Company Branch Plant Hourly Employees' 401(k) Plan (the "Plan") 
and Trust Agreement (the "Trust") which were originally effective March 1, 1993 
and most recently restated effective January 1, 1996;

	WHEREAS, Section 19.1 of the Plan and Trust provides that the Company 
reserves the right to amend the Plan and Trust;

	NOW THEREFORE RESOLVED, that Sections 1, 2, 5, 6, 8, 10, 11, 14 and 18 
are amended effective January 1, 1996 and Section 11 is amended effective 
January 1, 1998 as follows:

Effective January 1, 1996:

1.	Section 1 is amended to restate Subsection 1.8 in its entirety, to 
restate the first paragraph of Subsection 1.13, to restate Subsection 
1.15 in its entirety, to hereby delete Subsection 1.27, to redesignate 
each subsequent Subsection, to restate the last paragraph of Subsection 
1.32 (formerly Subsection 1.33) in its entirety, to add a new Subsection 
1.46, to redesignate each subsequent Subsection, to restate Subsections 
1.55 and 1.56 each in its entirety as follows:

	1.8	"Break in Service". The fifth anniversary (or sixth anniversary if 
absence from employment was due to Parental Leave) of the date on 
which a Participant's employment ends in accordance with Section 
1.41 (formerly Section 1.42) and during which he or she is not 
credited with an hour of service.

	1.13	"Compensation". The sum of a Participant's Taxable Income and 
salary reductions, if any, pursuant to Code section 125, 402(e)(3), 
402(h)(1)(B), 403(b), 457 or, for Plan Years commencing after 
December 31, 1996, 408(p)(2)(A)(i).

	1.15	"Contribution Dollar Limit". The annual limit placed on each 
Participant's Pre-Tax Contributions, which shall be $7,000 per 
calendar year (as adjusted for cost of living increases pursuant to 
Code sections 402(g)(5) and 415(d)). For purposes of this Section, 
a Participant's Pre-Tax Contributions shall include (i) any 
employer contribution under a qualified cash or deferred 
arrangement (as defined in Code section 401(k)) to the extent not 
includible in gross income for the taxable year under Code section 
402(e)(3) (determined without regard to Code section 402(g)), (ii) 
any employer contribution to the extent not includible in gross 
income for the taxable year under Code section 402(h)(1)(B) 
(determined without regard to Code section 402(g)), (iii) any 
employer contribution to purchase an annuity contract under Code 
section 403(b) under a salary reduction agreement (within the 
meaning of Code section 3121(a)(5)(D)) and (iv) for calendar years 
commencing after December 31, 1996, any elective employer 
contribution under Code section 408(p)(2)(A)(i).

	1.32	"Leased Employee".

		For Plan Years commencing after December 31, 1996, "services under 
the primary direction or control of the Related Company" shall be 
substituted for the preceding reference to "services of any type 
historically performed by Employees in the business field of the 
Related Company".

	1.46	"Required Beginning Date". The latest date benefit payments shall 
commence to a Participant. Such date shall mean the April 1 that 
next follows the calendar year in which the Participant attains age 
70.5.

	1.55	"Transition Account". An account consisting of the sum of the sub-
accounts of individual non-vested Account balances of Terminated 
Participants.

	1.56	"Trust". The legal entity created by those provisions of this 
document which relate to the Trustee. The Trust is part of the Plan 
and holds the Plan assets which are comprised of the aggregate of 
Participants' Accounts, any unallocated funds invested in interest 
bearing deposits (which may include interest bearing deposits of 
the Trustee) and/or money market type assets or funds, pending 
allocation to Participants' Accounts or disbursement to pay Plan 
fees and expenses.

2.	Section 2 is amended to restate Subsection 2.1 in its entirety as 
follows:

	2.1	Eligibility

		All Participants as of January 1, 1996 shall continue their 
eligibility to participate. Each other Eligible Employee shall 
become a Participant on the first day of the next payroll period 
after the date he or she completes a 12-consecutive month 
eligibility period in which he or she is credited with at least 870 
Hours of Service. The initial eligibility period begins on the date 
an Employee first performs an Hour of Service. Subsequent 
eligibility periods begin with the start of each Plan Year 
beginning after the first Hour of Service is performed.
	
3.	Section 5 is amended to hereby change the reference in item (b) of 
Subsection 5.1 from "Forfeiture Account amounts" to "forfeiture amounts".

4.	Section 6 is amended to hereby change the reference in Subsection 6.5 
from "through the Forfeiture Account" to "through forfeiture amounts" and 
to hereby change the reference in Subsection 6.7 from "use amounts from 
the Forfeiture Account" to "use forfeiture amounts".

5.	Section 8 is amended to hereby delete the last paragraph of Subsection 
8.5, to hereby change the title of Subsection 8.6 from "Use of Forfeiture 
Account Amounts" to "Use of Forfeiture Amounts", to hereby change the 
reference in Subsection 8.6 from "Forfeiture Account amounts" to 
"Forfeiture amounts" and to hereby change the reference in item (b) of 
Subsection 8.7 from "the Forfeiture Account" to "forfeiture amounts".

6.	Section 10 is amended to restate Subsections 10.1 and 10.5 each in its 
entirety as follows:

	10.1	In-Service Withdrawals Permitted

		In-service withdrawals to a Participant who is an Employee are 
permitted pursuant to the terms and conditions set forth in this 
Section and pursuant to the terms and conditions set forth in 
Section 11 with regard to an in-service withdrawal made in 
accordance with a Participant's Required Beginning Date.

	10.5	Minimum Amount, Payment Form and Medium

There is no minimum amount for any type of in-service withdrawal.

The form of payment for an in-service withdrawal shall be a single 
lump sum and payment shall be made in cash.  Notwithstanding, to 
preserve benefits protected by Code section 411(d)(6), a 
Participant for whom amounts were transferred from the Salaried 
Plan (or from the Hourly Plan if such amounts were originally 
transferred from the Salaried Plan to the Hourly Plan ) may elect 
that payment be made in the form of whole shares of Company Stock 
and cash in lieu of fractional shares to the extent that such 
withdrawal is funded from the Company Stock Fund and includes an 
Account type in the funding hierarchy for which amounts were 
transferred to the Plan from the Salaried Plan  (or from the Hourly 
Plan if such amounts were originally transferred from the Salaried 
Plan to the Hourly Plan) on behalf of the Participant. 

7.	Section 11 is amended to restate the Heading thereof and to restate the 
first paragraph of Subsection 11.1 each in its entirety, to hereby change 
the reference in the second paragraph of Subsection 11.1 from 
"401(k)(A)(10)(ii)" to "401(k)(10)(A)(ii)", to hereby delete Subsection 
11.6, to redesignate each subsequent Subsection, and to restate 
Subsections 11.6 and 11.8 and items (a) and (c) of Subsection 11.9 each 
in its entirety as follows:

	11	DISTRIBUTIONS ONCE EMPLOYMENT ENDS OR BY REASON OF A 
		PARTICIPANT'S REQUIRED BEGINNING DATE

		11.1	Benefit Information, Notices and Election

			A Participant, or his or her Beneficiary in the case of his 
or her death, shall be provided with information regarding 
all optional times and forms of distribution available under 
the Plan, including the notices prescribed by Code sections 
402(f) and 411(a)(11). Subject to the other requirements of 
this Section, a Participant, or his or her Beneficiary in the 
case of his or her death, may elect, in such manner and with 
such advance notice as prescribed by the Administrator, to 
have his or her vested Account balance paid to him or her 
beginning upon any Settlement Date following the 
Participant's termination of employment with all Related 
Companies and a reasonable period of time during which the 
Administrator shall process, and inform the Trustee of, the 
Participant's termination or, if earlier, at the time of the 
Participant's Required Beginning Date.

		11.6	Latest Commencement Permitted

			In addition to any other Plan requirements and unless a 
Participant elects otherwise, his or her benefit payments 
shall begin not later than 60 days after the end of the Plan 
Year in which he or she attains his or her Normal Retirement 
Date or retires, whichever is later. However, if the amount 
of the payment or the location of the Participant (after a 
reasonable search) cannot be ascertained by that deadline, 
payment shall be made no later than 60 days after the 
earliest date on which such amount or location is ascertained 
but in no event later than the Participant's Required 
Beginning Date. A Participant's failure to elect in such 
manner as prescribed by the Administrator to have his or her 
vested Account balance paid to him or her, shall be deemed an 
election by the Participant to defer his or her distribution 
but in no event shall his or her benefit payments commence 
later than his or her Required Beginning Date.

			If benefit payments cannot begin at the time required because 
the location of the Participant cannot be ascertained (after 
a reasonable search), the Administrator may, at any time 
thereafter, treat such person's Account as forfeited subject 
to the provisions of Section 18.6.

		11.8	Incidental Benefit Rule

			The Participant's payment election must be consistent with 
the requirement that, if the Participant's spouse is not his 
or her sole primary Beneficiary, the minimum annual 
distribution for each calendar year, beginning with the 
calendar year preceding the calendar year that includes the 
Participant's Required Beginning Date, shall not be less than 
the quotient obtained by dividing (a) the Participant's 
vested Account balance as of the last Trade Date of the 
preceding year by (b) the applicable divisor as determined 
under the incidental benefit requirements of Code section 
401(a)(9).
 
		11.9	Payment to Beneficiary

			(a)	If the Participant dies after his or her Required 
Beginning Date, payment to his or her Beneficiary must 
be made at least as rapidly as provided in the 
Participant's distribution election;

			(c)	If the Participant and the surviving spouse who is the 
Beneficiary die (i) before the Participant's Required 
Beginning Date and (ii) before payments have begun to 
the spouse, the spouse shall be treated as the 
Participant in applying these rules.

8.	Section 14 is amended to restate item (b) of Subsection 14.2 in its 
entirety as follows:

	14.2	Special Contributions

		(b)	Overriding Minimum Benefit. Notwithstanding, contributions 
shall be permitted on behalf of Key Employees if the Employer 
also maintains a defined benefit plan which automatically 
provides a benefit which satisfies the Code section 416(c)(1) 
minimum benefit requirements, including the adjustment 
provided in Code section 416(h)(2)(A), if applicable. If the 
Plan is part of an aggregation group in which a Key Employee 
is receiving a benefit and no minimum is provided under any 
other plan, a minimum contribution of at least 3% of Taxable 
Income shall be provided to the Participants specified in the 
preceding paragraph, except that if the aggregation group 
consists of a top heavy defined benefit plan, "5%" shall be 
substituted for the preceding reference to "3%" with regard 
to the Participants specified in the preceding paragraph who 
are also covered under the defined benefit plan. 
 
9.	Section 18 is amended to hereby delete the reference in the last 
paragraph of Subsection 18.3 to ", the date of denial of qualification," 
and to hereby change the reference in Subsection 18.6 from "the 
Forfeiture Account" to "forfeiture amounts". 

Effective January 1, 1998:

1.	Section 11 is amended to restate Subsection 11.4 in its entirety as 
follows:

	11.4	Distribution of Small Amounts

If after a Participant's employment with all Related Companies 
ends, the Participant's vested Account balance is $5,000 or less, 
and if at the time of any prior in-service withdrawal or 
distribution the Participant's vested Account balance did not 
exceed $5,000, the Participant's benefit shall be paid as a single 
lump sum as soon as administratively feasible in accordance with 
procedures prescribed by the Administrator.  



Dated:  March 4, 1998               Longview Fibre Company 

                                         \s\ L.J. Holbrook
                                    By:  L. J. Holbrook
                                         Title:  SR VP Finance 


The provisions of the above amendment which relate to the Trustee are hereby 
approved and executed.


Dated:  March 5, 1998         Barclays Global Investors, National Association
                                By Merrill Lynch, Pierce, Fenner & Smith Inc.

                                  \s\ Roger T. Meyer
                              By: Roger T. Meyer
                                  Title: Vice President