EXHIBIT NO. 99.11

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

This Amendment is made to the Longview Fibre Company Hourly Employees
401(k) Savings 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.	Effective June 1, 2000, Section 6.2 is amended to read as follows:

        The Matching Contribution (including any forfeiture amounts
        applied as Matching Contributions in accordance with Article
        9) made on behalf of each eligible Participant for a pay
        period shall be determined in accordance with the collective
        bargaining agreement governing the terms and conditions of
        the Participant's employment with the Employer.

2.	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

3.	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.

4.	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.

5.	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.

6.	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.

7.	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.

8.	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.

9.  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: