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                             PAYLESS CASHWAYS, INC.
                                AMENDMENTS TO THE
                           AMENDED AND RESTATED BYLAWS

                  Section 4.  Notice.  Whenever  stockholders  are  required  or
         permitted  to take  action at a  meeting,  written  or  printed  notice
         stating the place, date and time of such meeting, and, in the case of a
         special  meeting,  the  purpose or  purposes  for which the  meeting is
         called,  shall be given to each  stockholder  entitled  to vote at such
         meeting  not less than ten nor more than sixty days  before the date of
         the meeting.  Such notices may be given,  either personally or by mail,
         by or at the direction of the board of directors,  the chief  executive
         officer or the secretary. Written notice may also be given by telegram,
         telex,  cable  or  facsimile  transmission  followed,  if  required  by
         Delaware  law,  by deposit  in the United  States  mail,  with  postage
         prepaid.  If mailed,  such notice shall be deemed to be delivered  when
         deposited in the United States mail, postage prepaid,  addressed to the
         stockholder  at his,  her or its  address  as the same  appears  on the
         records of the  corporation.  Attendance of a stockholder  at a meeting
         shall  constitute a waiver of notice of such  meeting,  except when the
         stockholder  attends  for  the  express  purpose  of  objecting  at the
         beginning of the meeting to the transaction of any business because the
         meeting is not lawfully called or convened.

                  Section 10. Proxies.  Each  stockholder  entitled to vote at a
         meeting of stockholders may authorize  another person or persons to act
         for  him or  her  by  proxy,  but  such  proxy,  whether  revocable  or
         irrevocable, shall comply with the requirements of Delaware law. A duly
         executed proxy shall be irrevocable if it states that it is irrevocable
         and if, and only as long as, it is coupled with an interest  sufficient
         in law to support an irrevocable power. A proxy may be made irrevocable
         regardless  of  whether  the  interest  with  which it is coupled is an
         interest  in  the  stock  itself  or an  interest  in  the  corporation
         generally.  Any proxy is suspended when the person  executing the proxy
         is present at a meeting of stockholders and elects to vote, except that
         when  such  proxy  is  coupled  with an  interest  and the  fact of the
         interest appears on the face of the proxy, the agent named in the proxy
         shall  have all  voting  and other  rights  referred  to in the  proxy,
         notwithstanding the presence of the person executing the proxy. At each
         meeting of the  stockholders,  and before  any  voting  commences,  all
         proxies  filed at or  before  the  meeting  shall be  submitted  to and
         examined by the secretary of the corporation or a person  designated by
         the secretary,  and no shares may be represented or voted under a proxy
         that has been found to be invalid or irregular.