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                                                                 Exhibit 10.5(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 Stephen
A. Lightstone (the "Executive").


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


         2.  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.


         3. 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."



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         4.  Termination Severance Benefits.

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

                  "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)."

         (b) 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.

         (c) 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.


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


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

         "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.



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


PAYLESS CASHWAYS, INC.                           EXECUTIVE



By:/s/ David Stanley                            /s/ Stephen A. Lightstone
   ------------------------------------         -------------------------------
   Chairman and Chief Executive Officer         Stephen A. Lightstone



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


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