FIFTH AMENDMENT TO CREDIT AGREEMENT

     This Fifth Amendment to Credit Agreement ("Fifth Amendment") is entered 
into this 28th day of February, 1996 by and between LONGVIEW FIBRE COMPANY as 
"Borrower," SEATTLE-FIRST NATIONAL BANK, as agent for the Banks ("Agent"), and 
the banks listed on the signature pages hereof as "Banks" and amends that 
certain Credit Agreement dated as of February 26, 1993, as previously amended 
by amendments dated August 31, 1993, January 28, 1994, September 30, 1994 and 
February 28, 1995, respectively (as so amended, the "Agreement").

                               Recitals

     A.  The Borrower has requested a one year extension of the Termination 
Date and the Banks are willing to grant such extension subject to the terms 
and conditions of this Fifth Amendment.
     B.  The parties further wish to amend the Agreement to change certain 
pricing terms as set forth below.

     NOW, THEREFORE, the parties hereto agree as follows:

                                Agreement

     1.  Defined Terms.  All terms defined in the Agreement shall have the 
same meaning when used in this Fifth Amendment, except as may be otherwise 
provided in this Fifth Amendment, including, specifically, the definition in 
Section 1.1 of the Agreement for "Termination Date" which definition is hereby 
deleted and replaced with the following:

     "Termination Date" means February 28, 1998 (or February 28 of such
     subsequent year to which the Termination Date may have been extended in
     accordance with Section 2.17 of this Agreement) or, if such day is not a
     Euro-Dollar Business Day, the next preceding Euro-Dollar Business Day.

     2.  Euro-Bank Rate.  Section 2.7(b) of the Agreement is hereby amended to 
delete the definition of the term "Euro-Dollar Margin" and to replace it with 
the following:

     "Euro-Dollar Margin", during any fiscal quarter of Borrower, means: (a) 
     0.2%, if the Capitalization Ratio as of the end of the preceding fiscal 
     quarter was less than 0.30, (b) 0.25%, if the Capitalization Ratio as of
     the end of the preceding fiscal quarter was greater than or equal to 
     0.30 and less than 0.40, (c) 0.325%, if the Capitalization Ratio as of 
     the end of the preceding fiscal quarter was greater than or equal to 
     0.40 and less than 0.55, and (d) 0.5%, if the Capitalization Ratio as of
     the end of the preceding fiscal quarter was greater than or equal to 
     0.55.

     3.  Facility Fee.  Section 2.8(a) of the Agreement is hereby deleted in 
its entirety and replaced with the following:

     (a) Facility Fee.  Borrower shall pay to the Agent quarterly in arrears,
     for the account of the Banks ratable in portion to their Commitments, a
     facility fee equal to a percentage per annum of the aggregate 
     Commitments, according to the following schedule:


     Capitalization Ratio
     as of the end of the
     preceding fiscal quarter               Facility Fee percentage

     Less than .30                                    0.10%
     Greater than or equal to
       .30 and less than .40                          0.125%
     Greater than or equal to
       .40 and less than .55                          0.175%
     Greater than or equal to
       .55                                            0.25%

     4.  Termination Date Extension.  The first sentence of Section 2.17 is 
amended to read as follows:

     Section 2.17  Termination Date Extension.  If the Borrower shall give to
     the Agent written notice during December 1996 (or, if so extended 
     pursuant to this Section 2.17, the December of that subsequent year 
     occurring fourteen months prior to the then-current Termination Date) of 
     the Borrower's desire to extend the Termination Date for one additional 
     year then such Termination Date shall be so extended if each Bank by 
     February 28, 1997 (or February 28 of such subsequent year which is one 
     year prior to the then-current Termination Date) shall have provided its 
     written consent to such extension and the Borrower shall have paid such 
     appropriate fees and expenses as may be required by the Banks.

     5.  Effective Date.  This Fifth Amendment shall be effective on February 
28, 1996 (the "Effective Date") subject to the condition precedent that on or 
prior to said date, each of the following events have occurred:

          a.  This Fifth Amendment shall have been fully executed in one or
     more counterparts by the Borrower and Banks and delivered to the Agent;

          b.  All fees and other amounts due and payable on or before the 
     Effective Date shall have been paid in full;

          c.  No Event of Default or Default shall have occurred and be 
     continuing; and

          d.  Agent shall have received a copy of a Board resolution in form 
     and substance satisfactory to Agent authorizing the Borrower's 
     execution, delivery and performance of the Fifth Amendment.

     6.  Representations and Warranties.  Borrower hereby represents and 
warrants as follows:

          a.  This Fifth Amendment and the Agreement, as hereby amended, each
     constitutes the valid and binding obligation of the Borrower enforceable
     in accordance with its terms, having been duly authorized by all 
     necessary corporate action, having received all necessary governmental 
     approvals, and not being in contravention of any law, any provision of 
     the Articles of Incorporation or Bylaws of the Borrower or of any 
     contract binding upon the Borrower.

          b.  Each of the matters set forth in Article 4 of the Agreement is 
     true and correct in each case as if made on the Effective Date of this 
     Fifth Amendment and no Event of Default or Default shall have occurred 
     and be continuing or will have occurred as a result of the execution and 
     performance of this Fifth Amendment.

     7.  Other Terms.  Except as specifically amended by this Fifth Amendment, 
all other terms, conditions, and definitions of the Agreement and the other 
Loan Documents shall remain in full force and effect, and are ratified by 
each of the undersigned.

     8.  Counterparts.  This Fifth Amendment may be signed in any number of 
counterparts, each of which shall be an original, with the same effect as if 
the signatures to such counterparts were upon the same instrument.  Dated and 
effective as of the 28th day of February, 1996.

Borrower                                        Agent

LONGVIEW FIBRE COMPANY                          SEATTLE-FIRST NATIONAL BANK

\s\ L. J. Holbrook                               \s\ Dora A. Brown
By:  L. J. Holbrook                              By:  Dora A. Brown
Title: Sr. Vice President-Finance                Title:  Asst. Vice President

                                                                 Percentage of
BANKS:                                           Commitment      Commitment

SEATTLE-FIRST NATIONAL BANK                      $56.0 Million      30.10%

\s\ Robert M. Ingram, III
By:  Robert M. Ingram, III
Title: Vice President


BANK OF AMERICA NATIONAL                         $26.0 Million      13.98%
TRUST & SAVINGS ASSOCIATION

\s\ Mike J. Balok
By: Mike J. Balok
Title:  Managing Director


ABN AMRO BANK N.V., Seattle Branch               $26.0 Million      13.98%
By: ABN AMRO North America, Inc., 
as agent

\s\ J. J. Rice
By:  J. J. Rice
Title: Vice President

\s\ David McGinnis
By: David McGinnis
Title: Vice President


THE BANK OF NOVA SCOTIA                          $26.0 Million      13.98%

\s\ Michael Brown
By: Michael Brown
Title: Officer


UNITED STATES NATIONAL BANK                      $26.0 Million      13.98%
OF OREGON

\s\ Janice T. Thede
By: Janice T. Thede
Title: Vice President


UNION BANK OF SWITZERLAND                        $26.0 Million      13.98%
Los Angeles Branch

\s\ Curtis Flammini
By: Curtis Flammini
Title: Asst. Vice President

\s\ Philip A. Stephens
By: Philip A. Stephens
Title: Vice President