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                                                                Exhibit 10.18(b)

                             AMENDMENT NO. 1 TO THE
                  PAYLESS CASHWAYS, INC. DEFERRED COMPENSATION
                               PLAN FOR DIRECTORS


         The Payless  Cashways,  Inc.  Deferred  Compensation Plan for Directors
(the "Deferred Compensation Plan for Directors"), effective October 20, 1995, is
hereby amended as follows:

         1.       Section  1.3  Effective  Date:  Section  1.3 of  the  Deferred
                  Compensation  Plan for Directors is hereby amended by deleting
                  in its entirety the last sentence of said section.

         2.       Section  3 Plan  Administration:  Section  3 of  the  Deferred
                  Compensation  Plan for Directors is hereby amended by deleting
                  in its entirety the last sentence of said section.

         3.       Section 5.2 Time for Electing Deferral and Change in Election:
                  Section 5.2 of the Deferred Compensation Plan for Directors is
                  hereby  amended by deleting in its entirety the last  sentence
                  of said section and substituting the following sentence at the
                  end thereof:

                  "An  election  to  defer,  once  made,  shall  continue  to be
                  effective  for  succeeding  calendar  years  until  revoked or
                  modified   by  the   Director   by  written   request  to  the
                  Administrative  Committee prior to the beginning of a calendar
                  year for which fees would otherwise be deferred, provided that
                  any   election  to  receive   distribution   in  lump  sum  or
                  installments may not be changed within the twelve-month period
                  prior to termination of services as a Director."

         4.       Section 5.3  Deferred  Accounts:  Section 5.3 of the  Deferred
                  Compensation  Plan for  Directors  is amended by deleting  the
                  paragraph  in its  entirety  and  substituting  the  following
                  paragraph:

                           "5.3 Deferred  Accounts.  A Deferred Account shall be
                  established  for each  Director.  Fees  deferred by a Director
                  shall be credited to such  Account as of the date such amounts
                  would have  otherwise  been paid in cash to the Director,  and
                  shall be converted into Common Stock Equivalents based on Fair
                  Market Value as of the date such amounts would have  otherwise
                  been  paid in  cash to the  Director.  A  Director's  Deferred
                  Account  shall  also be  credited  with  dividends  and  other
                  distributions pursuant to Section 5.4."



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


                                              PAYLESS CASHWAYS, INC.


                                              BY:  /s/ Stephen A. Lightstone
                                                 ----------------------------
 ATTEST:

 /s/ E. J. Holland, Jr.
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