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                                                                Exhibit 10.16(b)

                             AMENDMENT NO. 1 TO THE
                  PAYLESS CASHWAYS 1992 INCENTIVE STOCK PROGRAM


         The Payless  Cashways  1992  Incentive  Stock  Program (the "1992 Stock
Program"), effective July 15, 1992, is hereby amended as follows:


         1.       Section 2. Administration: Section 2 of the 1992 Stock Program
                  is  hereby  amended  by  deleting  the  phrase  "disinterested
                  persons" in the first  sentence  and  substituting  the phrase
                  "non-employee directors".

         2.       Section 6. Incentive Stock Option Plan:  Section 6 of the 1992
                  Stock  Program is hereby  amended by deleting in its  entirety
                  the last sentence of said section.

         3.       Section 7.  Non-qualified  Stock Option Plan: Section 7 of the
                  1992  Stock  Program  is hereby  amended  by  deleting  in its
                  entirety the last sentence of said section.

         4.       Section 8. Stock  Appreciation  Rights Plan:  Section 8 of the
                  1992  Stock  Program  is hereby  amended  by  deleting  in its
                  entirety  subsection (c) and  renumbering  subsections (d) and
                  (e) to subsections (c) and (d).

         5.       Section 9. Restricted Stock Awards Plan: Section 9 of the 1992
                  Stock  Program is hereby  amended by deleting in its  entirety
                  the last sentence of said section.

         6.       Section 11.  Nontransferability:  Section 11 of the 1992 Stock
                  Program is hereby  amended by inserting  the phase  "Incentive
                  Stock  Option  and,   unless   otherwise   determined  by  the
                  Committee,  each  Non-Qualified"  after the word "Each" in the
                  first sentence of said section.

         7.       Section  12.  Other  Provisions:  Section 12 of the 1992 Stock
                  Program is hereby  amended by  deleting  in its  entirety  the
                  phase  "have been  owned for at least six  months  and" in the
                  first sentence of said section.

         8.       Section  17.  Adjustment  Provisions:  Section  17 of the 1992
                  Stock  Program  is  hereby  amended  by  deleting  the  phrase
                  "Subject to the six-month holding requirement of paragraphs 6,
                  7, 8(c) and 9 but" at the  beginning of the first  sentence of
                  the third paragraph of said section and  capitalizing the word
                  "notwithstanding".


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         9.       Section 18.  Amendment and Termination of Program:  Section 18
                  of the 1992 Stock Program is hereby amended by deleting in its
                  entirety the last sentence of said section.

         10.      Section 19. Shareholder Approval: Section 18 of the 1992 Stock
                  Program  is  hereby  amended  by  inserting  the  phrase  "and
                  approved by the shareholders of the Company on July 15, 1992."
                  at the end of the first  sentence of said section and deleting
                  in its entirety the last sentence of said sentence.

                  THIS AMENDMENT is made as of and effective December 12, 1996.


                                                    PAYLESS CASHWAYS, INC.


                                                    BY:  /s/ David Stanley
                                                        ------------------     

ATTEST:

/s/ E. J. Holland, Jr.
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