POTLATCH CORPORATION

                             BY-LAWS


                AS AMENDED THROUGH JANUARY 25, 2001











                                                           Exhibit (3)(c)







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                      TABLE OF CONTENTS


     ARTICLE I.    Offices . . . . . . . . . . . . . . .  1

         Section 1 . . . . . . . . . . . . . . . . . . .  1
         Section 2 . . . . . . . . . . . . . . . . . . .  1

     ARTICLE II.   Corporate Seal  . . . . . . . . . . .  1

     ARTICLE III.  Meetings of Stockholders  . . . . . .  1

         Section 1 . . . . . . . . . . . . . . . . . . .  1
         Section 2 . . . . . . . . . . . . . . . . . . .  2
         Section 3 . . . . . . . . . . . . . . . . . . .  2
         Section 4 . . . . . . . . . . . . . . . . . . .  2
         Section 5 . . . . . . . . . . . . . . . . . . .  3
         Section 6 . . . . . . . . . . . . . . . . . . .  3
         Section 7 . . . . . . . . . . . . . . . . . . .  4
         Section 8 . . . . . . . . . . . . . . . . . . .  5

     ARTICLE IV.   Directors . . . . . . . . . . . . . .  5

         Section 1 . . . . . . . . . . . . . . . . . . .  5
         Section 2 . . . . . . . . . . . . . . . . . . .  5
         Section 3 . . . . . . . . . . . . . . . . . . .  5
         Section 4 . . . . . . . . . . . . . . . . . . .  6
         Section 5 . . . . . . . . . . . . . . . . . . .  6
         Section 6 . . . . . . . . . . . . . . . . . . .  6
         Section 7 . . . . . . . . . . . . . . . . . . .  7
         Section 8 . . . . . . . . . . . . . . . . . . .  8
         Section 9 . . . . . . . . . . . . . . . . . . .  8
         Section 10. . . . . . . . . . . . . . . . . . .  8
         Section 11. . . . . . . . . . . . . . . . . . .  8

     ARTICLE V.    Committees  . . . . . . . . . . . . .  9

     ARTICLE VI.   Officers  . . . . . . . . . . . . . . 10

         Section 1 . . . . . . . . . . . . . . . . . . . 10
         Section 2 . . . . . . . . . . . . . . . . . . . 10
         Section 3 . . . . . . . . . . . . . . . . . . . 10
         Section 4 . . . . . . . . . . . . . . . . . . . 11
         Section 5 . . . . . . . . . . . . . . . . . . . 11
         Section 6 . . . . . . . . . . . . . . . . . . . 11
         Section 7 . . . . . . . . . . . . . . . . . . . 12

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     ARTICLE VII.  Certificates of Stock . . . . . . . . 12

         Section 1 . . . . . . . . . . . . . . . . . . . 12
         Section 2 . . . . . . . . . . . . . . . . . . . 13
         Section 3 . . . . . . . . . . . . . . . . . . . 13
         Section 4 . . . . . . . . . . . . . . . . . . . 14
         Section 5 . . . . . . . . . . . . . . . . . . . 14
         Section 6 . . . . . . . . . . . . . . . . . . . 14

     ARTICLE VIII. Dividends . . . . . . . . . . . . . . 15

     ARTICLE IX.   General Provisions  . . . . . . . . . 15

         Section 1 . . . . . . . . . . . . . . . . . . . 15
         Section 2 . . . . . . . . . . . . . . . . . . . 15

     ARTICLE X.    Amendments  . . . . . . . . . . . . . 16

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                         B Y - L A W S

                              of

                     POTLATCH CORPORATION


                          ARTICLE I
                           Offices
              Section 1.  The registered office of the
     corporation shall be in the City of Wilmington, County of
     New Castle, State of Delaware.
              Section 2.  The corporation shall have an office
     in the City and County of Spokane, State of Washington, and
     may also have offices at such other places as the chairman
     of the board or the board of directors may from time to
     time determine, or as the business of the corporation may
     require.

                          ARTICLE II
                        Corporate Seal
              The corporate seal of the corporation shall contain
     thereon the name of the corporation, the year of its
     organization and the words "Corporate Seal" and "Delaware."


                         ARTICLE  III
                   Meetings of Stockholders
              Section 1.  All meetings of the stockholders shall
     be held in the City and County of San Francisco, State of
     California, at such place as may be designated from time to
     time by the board of directors, or at such other place

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     either within or without the State of Delaware as shall be
     designated from time to time by the board of directors and
     stated in the notice of the meeting.
              Section 2.  Annual meetings of stockholders shall
     be held on the third Thursday of May each year at 11:00
     A.M., if not a legal holiday, or at such other date and time
     as shall be designated from time to time by the board of
     directors and stated in the notice of the meeting.  At such
     annual meeting, the stockholders of the corporation shall
     elect by majority vote a board of directors or, if the board
     of directors shall then be divided into classes, the members
     of that class of directors whose term of office expires at
     such meeting and transact such other business as may
     properly be brought before the meeting.
              Section 3.  Special meetings of the stockholders,
     for any purpose or purposes, unless otherwise prescribed by
     statute or by the certificate of incorporation, may be
     called by the chairman of the board and shall be called by
     the chairman of the board or secretary at the request in
     writing of a majority of the board of directors, or at the
     request in writing of stockholders owning shares which have
     a majority of the voting power of the capital stock issued
     and outstanding and entitled to vote.  Such request shall
     state the purpose or purposes of the proposed meeting.
         Business transacted at any special meeting of stockholders
     shall be limited to the purposes stated in the notice.
              Section 4.  At an annual meeting of the
     stockholders, only such business shall be conducted as shall
     have been properly brought before the meeting.  To be
     properly brought before an annual meeting, business must be

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     (a) specified in the notice of meeting (or any supplement
     thereto) given by or at the direction of the board of
     directors, (b) otherwise properly brought before the meeting
     by or at the direction of the board of directors, or
     (c) otherwise properly brought before the meeting by a
     stockholder.  For business to be properly brought before an
     annual meeting by a stockholder, the secretary must have
     received written notice from the stockholder no later than
     February 22, 1999 for the 1999 annual meeting and no later
     than February 1 for each subsequent annual meeting.  Such
     written notice to the secretary shall set forth as to each
     matter the stockholder proposes to bring before the annual
     meeting (a) a brief description of the
     business desired to be brought before the annual meeting,
     (b) the name and address, as they appear on the
     corporation's books, of the stockholder proposing such
     business, (c) the class and number of shares of the
     corporation which are beneficially owned by the stockholder
     and (d) any material interest of the stockholder in such
     business.  Notwithstanding any other provision in the
     by-laws to the contrary, no business shall be conducted at
     an annual meeting except in accordance with the procedures
     set forth in this Section 4.
              Section 5.  Written notice stating the place, date
     and hour of the 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 (10) nor more than sixty
     (60) days before the date of the meeting.
              Section 6.  The officer who has charge of the stock
     ledger of the corporation shall prepare and make, at least
     ten (10) days before every meeting of stockholders, a

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     complete list of the stockholders entitled to vote at the
     meeting, arranged in alphabetical order, and showing the
     address of each stockholder and the number of shares
     registered in the name of each stockholder.  Such list shall
     be open to the examination of any stockholder, for any
     purpose germane to the meeting, during ordinary business
     hours, for a period of at least ten (10) days prior to the
     meeting, either at a place within the city where the meeting
     is to be held, which place shall be specified in the notice
     of the meeting, or, if not so specified, at the place where
     the meeting is to be held.  The list shall also be produced
     and kept at the time and place of the meeting during the
     whole time thereof, and may be inspected by any stockholder
     who is present.
              Section 7.  The holders of shares which constitute
     a majority of the voting power of the capital stock issued
     and outstanding and entitled to vote, present in person or
     represented by proxy, shall constitute a quorum at all
     meetings of the stockholders for the transaction of
     business, provided, that one-third of the total number of
     shares of capital stock entitled to vote at such meeting are
     present or represented.  If, however, such quorum shall not
     be present or represented at any meeting of the
     stockholders, the stockholders entitled to vote at the
     meeting, present or represented, shall have power to adjourn
     the meeting from time to time, without notice other than
     announcement at the meeting, until a quorum shall be present
     or represented.  At such adjourned meeting at which a quorum
     shall be present or represented, any business may be
     transacted which might have been transacted at the meeting
     as originally noticed.

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              Section 8.  When a quorum is present at any
     meeting, the vote of the holders who control a majority of
     the voting power of the capital stock issued and outstanding
     and entitled to vote, present in person or represented by
     proxy, shall decide any question brought before such
     meeting, unless the question is one upon which by express
     provision of statute or of the certificate of incorporation
     a different vote is required, in which case such express
     provision shall govern the decision of such questions.

                          ARTICLE IV
                          Directors
              Section 1.  The business of the corporation shall
     be managed by its board of directors which may exercise all
     such powers of the corporation and do all such lawful acts
     and things as are not by statute, by the certificate of
     incorporation, or by these by-laws directed or required to
     be exercised or done by the stockholders.
              Section 2.  Each director elected pursuant to the
     applicable provisions of the certificate of incorporation
     shall hold office until the director's successor is elected
     and has qualified or until the director's earlier
     resignation or removal.  Directors need not be stockholders.
     No person shall continue to serve as a director after the
     expiration of the calendar year in which the age of 72 is
     attained.
              Section 3.  The board of directors of the
     corporation may hold meetings, both regular and special,
     either within or without the State of Delaware.

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              Section 4.  The annual meeting of the board of
     directors shall be held immediately following each annual
     meeting of the stockholders of the corporation at the place
     where such meeting of stockholders is held or at such other
     date, time and place as shall be designated from time to
     time by the board of directors and stated in the notice of
     the meeting.
              Section 5.  The directors at each annual meeting
     shall elect a chairman of the board and chief executive
     officer and also shall elect a vice chair of the board, each
     to hold such office until their successor is elected and
     qualified or until their earlier resignation or removal.
     In the absence or disability of both the chairman of the board
     and the vice chair of the board, a committee chair designated by
     the board of directors shall perform the duties and exercise the
     powers of the chairman of the board.
              Section 6.  Special meetings of the board of directors
     may be called by the chairman of the board, the vice chair
     of the board, or by any officer who is a
     director.  Each director shall be given not less than five
     days' notice of such special meetings of the board, and such
     notice shall be deemed given once it has been conveyed to a
     director in person or by telephone or has been sent by mail
     or telegram to a director's last known address as shown in
     the secretary's records; provided, however, that if a
     special meeting is called by the chairman of the board, the vice
     chair of the board, or by any officer who is a
     director because an attempt to acquire the corporation or
     more than five percent of its shares has been threatened, or
     because in the best judgment of the person calling the
     meeting some other emergency exists, then each director
     shall be given not less than three hours' notice of any such
     meeting to be held in person or by means of conference
     telephone as provided in Section 9 of this Article, and such

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     notice shall be deemed given once it has been conveyed to a
     director in person or by telephone or an attempt has been
     made to give such notice by telephoning a director at the
     director's home telephone number and business office
     telephone number as such numbers are shown in the
     secretary's records.
              Special meetings of the board of directors shall be
     called by the chairman of the board or the secretary on the
     written request of one third of the entire board of
     directors (determined by rounding up to the next whole
     number in the event the board of directors is not then
     divisible by three) plus one director.  Each director
     shall be given not less than five days' notice of such
     special meetings of the board, and such notice shall be
     deemed given once it has been conveyed
     to a director in person or by telephone or has been sent
     by mail or telegram to a director's last known address as
     shown in the secretary's records.
              Notice may be waived in writing by any director
     entitled thereto, and attendance at a meeting shall
     constitute a waiver of notice of such meeting.
              Section 7.  At all meetings of the board a
     majority of the directors then in office shall constitute a
     quorum for the transaction of business.  If a quorum is not
     present at any meeting of the board of directors, the
     directors present may adjourn the meeting from time to time,
     without notice other than announcement at the meeting, until
     a quorum is present.  At such adjourned meeting at which a
     quorum shall be present, any business may be transacted
     which might have been transacted at the meeting as
     originally noticed.

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              Section 8.  Any action required or permitted to
     be taken at any meeting of the board of directors or of
     any committee thereof may be taken without a meeting, if
     all members of the board or committee, as the case may be,
     consent thereto in writing, and the consents are filed
     with the minutes of proceedings of the board or committee.
              Section 9.  Members of the board of directors or
     any committee thereof may participate in a meeting of such
     board or committee, as the case may be, by means of
     conference telephone or similar communications equipment
     by means of which all persons participating in the meeting
     can hear each other, and participating in a meeting in
     such manner shall constitute presence at such meeting.
              Section 10.  The board of directors shall have
     the authority to fix the compensation of directors.
              Section 11.  Nominations for the election of
     directors may be made by the board of directors or by any
     stockholder entitled to vote for the election of
     directors.  Such nominations, other than those made by or
     on behalf of the existing management of the corporation,
     shall be made by notice in writing, delivered or mailed by
     first-class United States mail, postage prepaid, to the
     secretary of the corporation not less than thirty (30)
     days nor more than sixty (60) days prior to any meeting of
     the stockholders called for the election of directors;
     provided, however, that if less than thirty-five (35)
     days' notice of the meeting is given to stockholders, such
     written notice shall be delivered or mailed, as
     prescribed, to the secretary of the corporation not later
     than the close of the seventh (7th) day following the day

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     on which notice of the meeting was mailed to stockholders.
              Each notice shall set forth (i) the name, age,
     business address and, if known, residence address of each
     nominee proposed in such notice, (ii) the principal
     occupation or employment of each such nominee, (iii) the
     number of shares of stock of the corporation which are
     beneficially owned by each such nominee and by the
     nominating stockholder, and (iv) any other information
     concerning the nominee that must be disclosed of nominees
     in proxy solicitations pursuant to Rule 14(a) of the
     Securities Exchange Act of 1934.
              The chairman of the meeting may, if the facts
     warrant, determine and declare to the meeting that a
     nomination was not made in accordance with the foregoing
     procedure, and if the chairman should so determine, the
     chairman shall so declare to the meeting and the defective
     nomination shall be disregarded.

                         ARTICLE V
                        Committees
              The board of directors may designate such
     committees with such powers and duties as it may prescribe
     by resolution.

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                        ARTICLE VI
                         Officers
              Section 1.  The board of directors of the
     corporation shall elect as officers of the corporation: a
     chief executive officer who shall be the chairman of the
     board; a president; one or more vice presidents; a
     secretary; a treasurer; a controller; and such additional
     officers, including one or more assistant secretaries and
     assistant treasurers, as the board of directors may from
     time to time determine.
              Section 2.  The term of office of the officers
     of the corporation shall expire at the annual meeting of
     the board of directors, and each officer shall hold office
     until the officer's successor shall have been duly elected
     and qualified or until the officer's earlier death,
     resignation, retirement or removal by the board of
     directors.
              Section 3.  The chairman of the board and chief
     executive officer of the corporation shall if present
     preside at all meetings of the stockholders and the board
     of directors, shall have general and active management of
     the business of the corporation and shall ensure that all
     orders and resolutions of the board of directors are
     carried into effect and shall have such other powers and
     duties as may be from time to time assigned to the
     chairman of the board and chief executive officer by the
     board of directors or prescribed by the by-laws.
              The chairman of the board and chief executive
     officer shall have the power to employ and discharge
     subordinates, agents and employees of the corporation and

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     to fix their compensation and to delegate all or part of
     such power, subject to supervision by the board of
     directors.
              Section 4.  In the absence or disability of the
     chairman of the board and chief executive officer, the
     officers designated by the board of directors shall
     perform the duties and exercise the powers of the chief
     executive officer.  The president and the vice presidents
     shall perform such other duties as may be prescribed by
     these by-laws, the board of directors or the chairman of
     the board and chief executive officer.
              Section 5.  The controller shall be the
     principal accounting officer in charge of the general
     accounting books, accounting and cost records and forms.
     The controller shall have such other powers and duties as
     the controller may from time to time be assigned or
     directed to perform by the board of directors or the
     chairman of the board and chief executive officer.
              Section 6.  The secretary shall have the care
     and custody of the records of the corporation and shall
     attend all meetings of the stockholders and the directors
     and shall record all votes and minutes of said meetings in
     a book or books kept for that purpose.  The secretary
     shall sign such instruments on behalf of the corporation
     as the secretary may be authorized to sign by the board of
     directors or by law and shall countersign, attest and
     affix the corporate seal to all certificates and
     instruments where such countersigning or such sealing and
     attesting are necessary to their true and proper
     execution.  The secretary shall see that proper notice is
     given to all meetings of the stockholders where notice is
     required and shall have such other powers and duties as
     the secretary may from time to time be assigned or

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     directed to perform by the board of directors or the
     chairman of the board and chief executive officer.
              An assistant secretary shall have all of the
     powers and shall perform all of the duties of the
     secretary in case of the absence of the secretary or the
     secretary's inability to act, and shall have such other
     powers and duties as the assistant secretary may from time
     to time be assigned or directed to perform.
               Section 7.  The treasurer shall attend to the
     collection, receipt and disbursement of all moneys
     belonging to the corporation.  The treasurer shall have
     authority to endorse, on behalf of the corporation, all
     checks, notes, drafts, warrants and orders, and shall have
     custody over all securities of the corporation.  The
     treasurer shall have such additional powers and such other
     duties as the treasurer may from time to time be assigned
     or directed to perform by the board of directors or the
     chairman of the board and chief executive officer.
              An assistant treasurer shall have all of the
     powers and shall perform the duties of the treasurer in
     case of the absence of the treasurer or the treasurer's
     inability to act, and shall have such other powers and
     duties as the treasurer may from time to time be assigned
     and directed to perform.

                        ARTICLE VII
                   Certificates of Stock
              Section 1.  Every holder of stock in the
     corporation shall be entitled to have a certificate signed
     by or in the name of the corporation by the chairman of
     the board, the president or a vice president and the
     treasurer or an assistant treasurer, or the secretary or

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     an assistant secretary of the corporation, certifying the
     number of shares owned by the holder in the corporation.
              Section 2.  Any signature on the certificate may
     be a facsimile. In case any officer, transfer agent or
     registrar who has signed or whose facsimile signature has
     been placed upon a certificate shall have ceased to be
     such an officer, transfer agent or registrar before such
     certificate is issued, it may be issued by the corporation
     with the same effect as if the person who signed or whose
     facsimile signature has been placed on the certificate
     were such officer, transfer agent or registrar at the date
     of issue.
              Section 3.  The board of directors may direct a
     new certificate or certificates to be issued in place of
     any certificate or certificates theretofore issued by the
     corporation alleged to have been lost, stolen or
     destroyed, upon the making of an affidavit of that fact by
     the person claiming the certificate of stock to be lost,
     stolen or destroyed.  When authorizing such issue of a new
     certificate or certificates, the board of directors may,
     in its discretion and as a condition precedent to the
     issuance, require the owner of such lost, stolen or
     destroyed certificate or certificates, or the owner's
     legal representative, to advertise the same in such manner
     as it shall require and to give the corporation a bond in
     such sum as it may direct as indemnity against any claim
     that may be made against the corporation with respect to
     the certificate alleged to have been lost, stolen or
     destroyed.  To eliminate the necessity of action
     in each particular case, the board of directors may
     authorize the issuance of new certificates in lieu of
     lost, stolen or destroyed certificates on the direction of
     such officers of the corporation as the board of directors

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     may designate upon the filing with such officers of an
     affidavit or affirmation and an indemnity bond or
     agreement satisfactory to such officers.
              Section 4.  Upon surrender to the corporation or
     the transfer agent of the corporation of a certificate for
     shares duly endorsed or accompanied by proper evidence of
     succession, assignation or authority to transfer, it shall
     be the duty of the corporation to issue a new certificate
     to the person entitled, cancel the old certificate and
     record the transaction upon its books.
              Section 5.  In order that the corporation may
     determine the stockholders entitled to notice of or to
     vote at any meeting of stockholders or any adjournment
     thereof, or entitled to receive payment of any dividend or
     other distribution or allotment of any rights, or entitled
     to exercise any rights in respect of any change,
     conversion or exchange of stock or for the purpose of any
     other lawful action, the board of directors may fix, in
     advance, a record date, which shall not be more than
     sixty (60) nor less than ten (10) days before the date of
     such meeting, nor more than sixty (60) days prior to any
     other action.  A determination of stockholders of record
     entitled to notice of or to vote at a meeting of
     stockholders shall apply to any adjournment of the
     meeting, but the board of directors may fix a new record
     date for the adjourned meeting.
              Section 6.  The corporation may recognize the
     exclusive right of a person registered on its books as the
     owner of shares to receive dividends, and to vote as such
     owner, and to hold liable for calls and assessments a
     person registered on its books as the owner of shares, and
     shall not be bound to recognize any equitable or other

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     claim to or interest in such share or shares on the part
     of any other person, whether or not it shall have express
     or other notice, except as otherwise provided by the laws
     of Delaware.

                       ARTICLE VIII
                         Dividends
              Dividends upon the capital stock of the
     corporation, subject to applicable provisions, if any, of
     the certificate of incorporation, may be declared by the
     board of directors at any regular or special meeting.
     Dividends may be paid in cash, in property, or in shares
     of the capital stock, subject to any such provisions of
     the certificate of incorporation.

                        ARTICLE IX
                    General Provisions
              Section 1.  The fiscal year of the corporation
     shall be from the first day of January each year until the
     last day of the succeeding December, both inclusive.
              Section 2.  Whenever notice is required under
     these by-laws or by statute and such notice is given by
     mail, the time of giving such notice shall be deemed to be
     the time when the same is placed in the United States
     mail, postage prepaid, and addressed to the party to be
     notified at the party's address as it appears on the
     records of the corporation.

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                         ARTICLE X
                        Amendments
              These by-laws may be altered, amended or
     repealed or new by-laws may be adopted by the stockholders
     or by the board of directors pursuant to the applicable
     provisions of the certificate of incorporation at any
     regular meeting of the stockholders or of the board of
     directors or at any special meeting of the stockholders or
     of the board of directors if notice of such alteration,
     amendment, repeal or adoption of new by-laws be contained
     in the notice of such special meeting.

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