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                                                                Exhibit  10.4(b)


                  AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT


THIS AGREEMENT,  made and entered into as of the 17th day of October, 1996,
between Payless  Cashways,  Inc., an Iowa corporation (the "Company"),  and
Susan M. Stanton (the "Executive").


WHEREAS,  the Company and the  Executive  have entered  into an  employment
agreement dated February 8, 1993 (the "Employment Agreement");


WHEREAS, since the execution of the Employment Agreement, the Executive has
been elected President and Chief Operating Officer of the Company; and


WHEREAS, the parties mutually desire to amend the Employment Agreement;


NOW,  THEREFORE,  in  consideration  of these  premises  and other good and
valuable consideration, the parties agree as follows:


         1. Employment and Duties.  In the first sentence of Paragraph 1 of
the Employment  Agreement,  the phrase "a senior vice  president" is hereby
deleted  and  the  phrase  "President  and  Chief  Operating   Officer"  is
substituted in lieu thereof.


         2. Term of  Employment.  Paragraph  2 of the  Employment  Agreement  is
hereby deleted in its entirety and the following is substituted in lieu thereof:

         "Term of  Employment.  Unless  sooner  terminated  as  hereinafter
         provided,  the term of this  Agreement  shall commence on the date
         hereof and shall  continue (a) through  March 1, 1998 in the event
         no Change of Control (as defined in Paragraph  6(e) below) occurs,
         or (b)  through  the stated term hereof or one year and sixty (60)
         days after the date of a Change of Control, whichever is longer."


         3.  Compensation.  In the  third  sentence  of  subparagraph  (d),
Paragraph 3, of the Employment Agreement,  the word "or" is hereby inserted
immediately  preceding the character  "(ii)",  and the phrase "or (iii) the
Company gives written notice of non-renewal of the term of the  Executive's
employment pursuant to Paragraph 2 above," is hereby deleted.



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         4.  Covenant  Not to  Compete.  In  subsection  (b)  of the  first
sentence  of  Paragraph  5 of the  Employment  Agreement,  the word "or" is
hereby inserted immediately  preceding the character "(ii)", and the phrase
"or  (iii)  the  election  of the  Executive  not to renew the terms of the
Executive's  employment  under this  Agreement  as provided in  Paragraph 2
above," is hereby  deleted.  In  subsection  (c) of the first  sentence  of
Paragraph 5 of the Employment  Agreement,  the phrase  "(including  the one
year renewal term)" is hereby deleted and the year "1998" is substituted in
lieu of the year "1997."


         5.  Termination Severance Benefits.

         (a) In  subsection  (i)  of  Paragraph  6 (c)  of  the  Employment
         Agreement,  the phrase "a senior vice president" is hereby deleted
         and  the  phrase  "President  and  Chief  Operating   Officer"  is
         substituted in lieu thereof.

         (b) In Paragraph 6 (g) of the Employment  Agreement,  subparagraph
         (i) is  hereby  deleted  in its  entirely  and  the  following  is
         substituted in lieu thereof:

                   "(i) Base Salary.  The Company shall continue to
                   pay  to  the  Executive  the  Executive's   Base
                   Salary,  when and as such Base Salary would have
                   been  paid,  during  the  Severance  Period  (as
                   defined in Paragraph 6(j) below)."

         (c) In the second sentence of Paragraph 6 (g),  subparagraph  (ii)
         of the Employment Agreement,  the phrase "remaining in the term of
         this Agreement (excluding the one year renewal term if termination
         occurs on or prior to December 1, 1995 and  including the one year
         renewal term if  termination  occurs  after  December 1, 1995)" is
         hereby  deleted  and the  phrase  "in  the  Severance  Period"  is
         substituted in lieu thereof.

         (d)  In  Paragraph  6(g),   subparagraph  (v)  of  the  Employment
         Agreement,  the phrase "the term  specified  in  Paragraph 2 above
         (excluding  the  one  year  renewal  term  if  termination  of the
         Executive's  employment occurs on or prior to December 1, 1995 and
         including  the one year renewal term if  termination  occurs after
         December 1, 1995)" is hereby deleted and the phrase "the Severance
         Period" is substituted in lieu thereof.


         6. Termination  Special  Severance  Benefits.  Paragraph 6(h) is hereby
deleted in its entirety.


         7. Severance Period Definition. A new Paragraph 6(j) is hereby inserted
in the Employment Agreement, as follows:




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                   "Definition  of  Severance   Period.   The  term
                   "Severance  Period"  shall  mean:  (x) except as
                   provided in  subsection  (y) herein,  the period
                   from  the  date  of  the   termination   of  the
                   Executive's employment continuing for the longer
                   of one year  after the date of such  termination
                   or until March 1, 1998; or (y) in the event of a
                   termination by the Company pursuant to Paragraph
                   6(d) after a Change of Control or a  termination
                   by the Executive pursuant to Paragraph 6(e), the
                   period from the date of the  termination  of the
                   Executive's  employment continuing for two years
                   after  the date of such  termination;  provided,
                   however,  that in the case of either (x) or (y),
                   the Severance  Period shall continue  regardless
                   of the  death  or  disability  of the  Executive
                   subsequent  to  the  date  of   termination   of
                   employment.


In witness whereof, the parties have executed this Amendment No. 1 as of the day
and year written above.


PAYLESS CASHWAYS, INC.                        EXECUTIVE



By:  /s/ David Stanley                        /s/ Susan Stanton
     ------------------------------------     ---------------------------------
     Chairman and Chief Executive Officer     Susan M. Stanton



Approval by the  Compensation  Committee  of the Board of  Directors of the
Company is hereby confirmed.


/s/ Gary D. Rose
--------------------------
Gary D. Rose, Chair