[FORM OF FACE OF CERTIFICATE FOR COMMON STOCK]

                           WILLAMETTE INDUSTRIES, INC.

               INCORPORATED UNDER THE LAWS OF THE STATE OF OREGON

COMMON STOCK                                                        COMMON STOCK
Number --------------                                      -------------- Shares

                                                               CUSIP 969133 10 7
                                             SEE REVERSE FOR CERTAIN DEFINITIONS

                  This Certifies that ------------------------------------------
is the owner of -------------------------------------------------------- shares,
OF THE PAR VALUE OF FIFTY CENTS ($.50) EACH FULLY PAID AND NONASSESSABLE, OF THE
COMMON STOCK OF

                  WILLAMETTE  INDUSTRIES,  INC. transferable on the books of the
Corporation  in person or by duly  authorized  attorney  upon  surrender of this
Certificate properly endorsed. This Certificate is not valid until countersigned
and registered by the Transfer Agent and Registrar.

                  Witness the signatures of the duly authorized officers and the
seal of the Corporation.

                  DATED:  ---------------------------------

-------------------------------------     --------------------------------------
Secretary                                 President

(Corporate Seal)


                                      -1-
<PAGE>

COUNTERSIGNED AND REGISTERED:

CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
TRANSFER AGENT AND REGISTRAR

BY-----------------------------------------------
      AUTHORIZED SIGNATURE

                [FORM OF REVERSE OF CERTIFICATE FOR COMMON STOCK]

                  The Corporation  will furnish to any shareholder  upon request
and  without  charge,  a  full  statement  of  the  designations,   preferences,
limitations  and relative  rights of the shares of each class  authorized  to be
issued,  and, if the Corporation is authorized to issue any preferred or special
class in series,  the variations in relative rights and preferences  between the
shares of each such series so far as the same have been fixed and determined and
the authority of the board of directors to fix and determine the relative rights
and preferences of subsequent series.

                  This certificate also evidences and entitles the holder hereof
to  certain  Rights  as set  forth  in a  Rights  Agreement  between  Willamette
Industries,  Inc. (the "Company"),  and ChaseMellon Shareholder Services, L.L.C.
(the "Rights  Agent"),  dated as of February 25, 2000 (the "Rights  Agreement"),
the terms of which are hereby  incorporated  herein by  reference  and a copy of
which  is on file at the  principal  executive  offices  of the  Company.  Under
certain circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced  by  separate  certificates  and will no longer be  evidenced  by this
certificate.  The Company will mail to the holder of this  certificate a copy of
the Rights Agreement without charge after receipt of a written request therefor.
Under certain circumstances, Rights beneficially owned by an Acquiring Person or
any  Affiliate  or  Associate  thereof  (as such terms are defined in the Rights
Agreement) and any subsequent holder of such Rights may become null and void.

                  The following  abbreviations,  when used in the inscription on
the face of this certificate, shall be construed as though they were written out
in full according to applicable laws or regulations:

      TEN COM                 --    as tenants in common
      TEN ENT                 --    as tenants by the entireties
      JT TEN                  --    as joint tenants with rights of survivorship
                                    and not as tenants in common

      UNIF TRAN MIN ACT       --..................Custodian.....................
                                    (Cust)                        (Minor)
                                under Uniform Transfers to Minors Act...........
                                                                       (State)

                                      -2-
<PAGE>


      UNIF GIFT MIN ACT --.....................Custodian........................
                                  (Cust)                        (Minor)
                          under Uniform Gifts to Minors Act.....................
                                                                  (State)

Additional abbreviations may also be used though not in the above list.

                  For Value  Received,  .........................  hereby  sell,
assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
======================================================================

======================================================================

--------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------Shares

of the  common  stock  represented  by the  within  Certificate,  and do  hereby
irrevocably constitute and appoint

------------------------------------------------------------------------Attorney
to transfer  the said stock on the books of the within  named  Corporation  with
full power of substitution in the premises.

Dated ---------------------------------------------


                                    x-------------------------------------------


                                    x-------------------------------------------
                                      NOTICE:   THE    SIGNATURE    TO    THIS
                                                ASSIGNMENT   MUST   CORRESPOND
                                                WITH THE NAME AS WRITTEN  UPON
                                                THE  FACE  OF THE  CERTIFICATE
                                                IN EVERY  PARTICULAR,  WITHOUT
                                                ALTERATION OR  ENLARGEMENT  OR
                                                ANY CHANGE WHATEVER
                                      -3-
<PAGE>


SIGNATURE(S) GUARANTEED:

----------------------------------------------

THIS  SIGNATURE(S)  MUST BE  GUARANTEED  BY AN
ELIGIBLE   GUARANTOR    INSTITUTION    (BANKS,
STOCKBROKERS,  SAVINGS  AND LOAN  ASSOCIATIONS
AND  CREDIT  UNIONS  WITH   MEMBERSHIP  IN  AN
APPROVED   SIGNATURE    GUARANTEE    MEDALLION
PROGRAM), PURSUANT TO S.E.C. TITLE 17Ad-15.



                                      -4-