Table of Contents

# As filed with the Securities and Exchange Commission on September 8, 2006

Registration No.333-

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# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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# FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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LONGVIEW FIBRE COMPANY
(Exact name of registrant as specified in its charter)

|Washington                                                    |  | 91-0298760                             | 
|------------------------------------------------------------- |  | -------------------------------------- | 
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification Number) | 

# 300 Fibre Way
Longview, Washington 98632
(360) 425-1550
(Address, including zip code, and telephone number, including area code,
of registrants principal executive offices)

# R. B. Arkell
Senior Vice PresidentIndustrial Relations and General Counsel
Longview Fibre Company
300 Fibre Way
Longview, Washington 98632
(360) 425-1550
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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# Copies to:

# Christopher Hall, Esq.
Perkins Coie LLP
1120 NW Couch Street
Tenth Floor
Portland, OR 97209
(503) 727-2000

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Approximate date of commencement of proposed sale to the
public:   From time to time after the effective date of this registration statement.

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If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box.x

If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box.o

If this Form is filed to
register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.o

If this Form is a
post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering.o

If this Form is a
registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.o

If this Form is a
post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box.o

# CALCULATION OF REGISTRATION FEE

|                                                   
|---------------------------------------------------
|
|                                                   
|Common Stock, ascribed    value $1.50 per share (4)
|                                                   

|(1) | In the event of a stock split, stock dividend or
similar transaction involving the common stock, in order to prevent dilution the number of shares registered shall automatically
be increased to cover additional shares in accordance with Rule 416 under the Securities Act of 1933, as amended.                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Estimated solely for purposes of calculating the
registration fee in accordance with Rule 457(c) under the Securities Act, based on the average of the high and low reported sales
prices of the common shares on the New York Stock Exchange on September 7, 2006.                                                                                                                     
|(3) | Pursuant to Rule 457(p) under the Securities Act,
the registrant is offsetting the filing fees due for this registration statement with $7,307 of the fees previously paid in
connection with Longview Fibre Companys registration statement on Form S-3 (File No. 333-126935) that was
initially filed on July 27, 2005 and withdrawn on January 25, 2006, prior to its effectiveness.
|(4) | The registered common stock also includes the
attached rights to acquire common stock pursuant to Longview Fibre Companys rights plan.                                                                                                                                                                                                                                                 

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#### CUSIP 543213 10 2
 
DIVIDEND REINVESTMENT PLAN
 
Common Stock

This prospectus relates to the Dividend Reinvestment
Plan (the Plan) of Longview Fibre Company. The Plan offers participants a simple and convenient way of investing cash
dividends in additional shares of our common stock.

Participation in the Plan is open to any holder of
record of our common stock. Shareholders whose shares are held by a broker, bank or other nominee should consult with the broker,
bank or nominee if the shareholder desires to participate in the Plan.

Participants in the Plan may elect to have cash
dividends we pay on all or a percentage of their shares of our common stock automatically reinvested in additional shares of
common stock. Participation in the Plan is voluntary, and you may terminate your participation at any time. Holders of our common
stock who choose not to participate in the Plan will continue to receive cash dividends on shares of common stock registered in
their name, when and as declared, as usual.

Dividends reinvested will be used to purchase shares
either, at our option:

| |  | on the open market, at the weighted-average price per share of all shares purchased by the Plan Administrator on the
investment date; or                               
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | from us, at a price per share equal to the average of the high and low sale prices of our common stock on the New York Stock
Exchange (or NYSE) on the investment date.

A description of the Plan begins on page 2 of this
prospectus. You should retain a copy of this prospectus for future reference.

Our common stock is listed on the New York Stock
Exchange under the symbol LFB. You are urged to obtain current market quotations for our common stock.

Investing in our securities involves risks. Please
read Risk Factors on page 1 for factors you should consider before buying shares of our common
stock.

|Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Prospectus dated September 8, 2006.



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#### Table of Contents

Page No.Longview Fibre Company



1Risk Factors



1Description of the Plan



2Use of Proceeds



13Legal Matters



13Experts



13Where You Can Find More Information



13Incorporation of Information Filed with the SEC



14Indemnification



15Inquiries Regarding the Plan



15


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You should only rely on the information contained or
incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on it. An offer to sell these securities will not be
made in any jurisdiction where the offer and sale is not permitted. You should assume that the information appearing in this
prospectus, as well as information we previously filed with the Securities and Exchange Commission (or SEC) and incorporated by
reference, is accurate as of the date on the front cover of this prospectus only. Our business, financial condition, results of
operations and prospects may have changed since that date.

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The Longview Fibre Company logo and the name Longview
Fibre Company are among our trademarks.

Unless the context requires otherwise,
Longview, the Company, we, us and our refer to Longview Fibre Company
and its subsidiaries.

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#### LONGVIEWFIBRE COMPANY

We are a publicly held forest, paper and packaging
products company engaged in three primary businesses: the ownership and management of timberlands in Oregon and Washington, which
principally produce logs for sale; the ownership and operation of our Longview, Washington pulp, paper and paperboard production
facility, which produces kraft paper and paperboard and is referred to in this prospectus as our Longview mill; and the ownership
and operation of converting plants, which produce finished products such as corrugated containers.

Since we commenced operations in Longview, Washington in
1927 with a single paperboard machine to produce paper products, we have grown to become an integrated and nationally recognized
wood products company. As of the date of this prospectus, we own and manage approximately 587,000 acres of valuable timberlands in
the Pacific Northwest composed primarily of softwoods. Based on production capacity, we believe we are one of the largest
producers of unbleached kraft paper in North America and we own and operate what we believe is one of the worlds largest
pulp and paper making complexes.

We are in the process of completing the steps necessary
to qualify as a real estate investment trust (or REIT) for federal income tax purposes effective January 1, 2006. As a
REIT, we generally will not be subject to corporate income taxes on income and gains from investments in real estate to the extent
we distribute such income and gains to our shareholders. Our principal REIT qualifying investment consists of our timberlands. As
a REIT, we would continue to be required to pay federal corporate income tax on earnings from our non-real estate investments,
principally our manufacturing operations, and on income from our real estate investments that is not distributed to our
shareholders. Our election to be taxed as a REIT effective January 1, 2006 would be made in connection with the filing of our
federal income tax return for 2006.

In July 2006, we announced our Board of Directors
decision to explore a range of strategic alternatives to further enhance shareholder value. These strategic alternatives may
include, but are not limited to, continued execution of our operating plan, a sale or merger of the company or other strategic
transaction, and a sale of certain of our assets. We previously announced the possible divestiture of our eight converting plants
located in our Eastern and Central Divisions. We may or may not complete the divesture or engage in a strategic alternative
transaction. If we do, our results and the price of our common stock may substantially change.

Longview Fibre Company was
incorporated in the State of Washington in 1990 as a successor to a company of the same name incorporated in the State of Delaware
in 1926. Our principal executive offices are located at 300 Fibre Way, Longview, WA, 98632; the telephone number for those offices
is (306) 425-1550.

#### RISK FACTORS

Investing in our common stock involves risks. Before
purchasing shares of our common stock, you should carefully consider the risk factors referenced in Item 1A, entitled Risk
Factors, of our most recent Annual Report on Form 10-K, which is incorporated by reference into this prospectus, as the same
may be updated from time to time by Quarterly Reports on Form 10-Q and our other filings under the Securities Exchange Act of
1934, as well as other information contained or incorporated by reference into this prospectus.

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#### DESCRIPTION OF THE PLAN

The following question and answer presentation
constitutes the Dividend Reinvestment Plan of Longview Fibre Company.

#### Purpose

1.   What is the purpose of the
Plan?

The purpose of the Plan is twofold. First, to provide
participants a simple, convenient and systematic method of reinvesting cash dividends in our common stock. Second, to the extent
we choose to issue shares directly from us under the Plan, we will have additional funds for working capital and general corporate
purposes. Shares of our common stock purchased under the Plan will be, at our option, either issued by us or purchased in the open
market by Wells Fargo Shareowner Services, as the Plan Administrator. If the Plan Administrator purchases shares of our common
stock in the open market, we will not receive any proceeds.

#### Advantages and Possible Disadvantages

2.   What are some advantages and
possible disadvantages of the Plan?

Advantages of the Plan may include:

| |  | Automatic reinvestment of dividends.You may have cash dividends on all or a portion of the shares
of our common stock you hold automatically reinvested in additional whole and fractional shares (computed to three decimal places)
of our common stock.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | No brokerage fees for dividend reinvestments.There are no brokerage fees, commissions or service charges on
shares purchased through the Plan with reinvested dividends.                                                                                 
| |  | Free custodial service.You may deposit with the Plan Administrator for safekeeping any certificates
registered in your name and representing shares of our common stock, whether or not the shares were issued under the Plan, at no
cost to you.        
| |  | Statements.The Plan Administrator will mail regular
statements of account to Plan participants after each transaction to
provide simplified record-keeping.                                                                                              
| |  | Automated Privileges.You may establish automated
privileges for your Plan account, enabling you to execute certain Plan
orders by telephone or online.                                                                                                   

In evaluating the Plan, prospective Plan participants
should also consider possible disadvantages. A participant must make an investment decision to participate in the Plan and to
purchase common stock prior to the date the purchase price is determined. (Please read Question 13.) The market price of the
common stock may fluctuate between the time you make an investment decision to participate in the Plan and the time at which
common stock is purchased. In addition, no interest will be paid on cash dividends received by the Plan Administrator pending
investment under the Plan. Finally, you should become aware of the income tax consequences of participation in the Plan, including
that you will be treated for United States federal income tax purposes as having received on each dividend payment date a
distribution equal to the fair market value of the common stock purchased (plus a pro rata share of any brokerage commissions and
service fees we have paid on your behalf), in addition to any cash actually distributed.

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#### Eligibility

3.   Who is eligible to participate
in the Plan?

If you currently are a holder of record of our common
stock, you may participate in the Plan by enrolling in accordance with the procedures set forth under Question 5. Following
enrollment, participants are eligible to participate in the dividend reinvestment feature of the Plan with respect
to all or a portion of their shares. If your shares are held of record by a broker, bank or other nominee and you want to
participate in the Plan, you must make appropriate arrangements with your broker, bank or nominee or become a shareholder of
record, by registering shares you currently hold in your brokerage account in your own name.

Because regulations in some countries may limit or
prohibit participation in this type of Plan, persons residing outside of the United States who wish to participate in the Plan
should first determine whether they are subject to any such regulations.

We may refuse participation in the Plan to shareholders
residing in jurisdictions where shares offered pursuant to the Plan are neither registered under applicable securities laws or
exempt from registration.

#### Administration

4.   Who administers the Plan?

Wells Fargo Shareowner Services, a division of Wells
Fargo Bank, N.A. (the Plan Administrator), administers the Plan and also serves as our transfer agent. The Plan
Administrator is responsible for clerical and ministerial administration of the Plan, including: receiving the participants
dividends; investing these amounts in additional shares of common stock; maintaining records of each participants account;
holding (or arranging for the holding) in a nominee name of all shares purchased for participants; and keeping records and
reporting to participants about all transactions in and the status of their accounts.

All communications about the Plan should be sent to:

#### For U.S. Mail (other than Certified Mail):

Longview Fibre CompanyDividend Reinvestment PlanWells Fargo Shareowner
ServicesP.O. Box 64856St. Paul, MN 55164-0856

#### For Certified Mail or Overnight Courier:

Longview Fibre CompanyDividend Reinvestment PlanWells Fargo Shareowner
Services161 North Concord ExchangeSouth St. Paul, MN 55075-1139

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#### General Information:

Tel: 1-800-468-9716Fax: 651-450-4085Tel: 651-450-4064 (outside the United
States)

An automated voice response system is available 24 hours
a day, seven days a week. Customer Service Representatives are available from 7:00 a.m. to 7:00 p.m., Central Time,
Monday through Friday.

#### Internet:

General Inquiries: www.wellsfargo.com/shareownerservices

Stockholder Account Access: www.shareowneronline.com

#### Enrollment

5.   How do you enroll in the Plan?

You may enroll in the Plan at any time by completing an
Authorization for Automatic Dividend Reinvestment Plan form (enrollment form), which is included with this prospectus, and
returning it to the Plan Administrator, or by going online at www.shareowneronline.com. (Please read Question 28). All
shareholders who participate in the Plan will continue until they withdraw either as described in Question 19 or as otherwise
permitted by us.

If you own shares of our common stock through a broker,
bank or other nominee, you should contact the broker, bank or other nominee about how to participate. For a beneficial owner to
participate, the broker, bank or other nominee must become a Plan participant on behalf of the beneficial owners it
represents.

6.   When may you join the Plan?

You may join the Plan at any time. If the Plan
Administrator receives the completed enrollment form or you enroll online on or before the record date for the payment of the next
dividend, reinvestment will begin with that dividend. If the Plan Administrator receives the enrollment form or you enroll online
during the period between any dividend record date and payment date, unless we otherwise notify you, the next dividend will be
paid in cash and your initial dividend reinvestment will begin with the following dividend.

7.   What are the investment options under the Plan?

Plan participants may elect to purchase shares of our
common stock through any of the following investment options:

| |  | Full Dividend Reinvestment directs the investment of all cash dividends on all shares of our common stock you
then or subsequently hold of record, including shares held in the Plan or otherwise; and                                                                                                        
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Partial Dividend Reinvestment allows you to select the percentage (from 10% to 90%, in increments of 10%) of cash
dividends on all shares of our common stock you then or subsequently hold of record, including shares held in the Plan or
otherwise, that you want reinvested in shares of our common stock.

You can have your cash dividends not being reinvested
transferred directly to your bank for deposit. For electronic direct deposit of dividend funds, contact the Plan Administrator to
request a Direct

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Deposit of Dividends Authorization Form, complete and return the form to the Plan Administrator. Be sure to
include a voided check for checking accounts or savings deposit slip for savings accounts. If your stock is jointly owned, all
owners must sign the form.

The payment of dividends is at the discretion of our
Board of Directors and will depend upon future earnings, the financial condition of Longview Fibre and other factors. The Board
of Directors may stop declaring dividends or change the amount and timing of dividends at any time without notice.

8.   How may you change investment
options under the Plan?

As a Plan participant, you may change investment options
or modify the percentage of cash dividends to be reinvested under the Plan at any time by completing a new enrollment form and
returning it to the Plan Administrator or, if you have authorized automated privileges on your account, you may do so by telephone
or online. (Please read Question 28). Beneficial owners of shares of our common stock who are not shareholders of record should
consult with their broker, bank or other nominee about procedures for changing options under the Plan.

#### Plan Fees and Costs

9.   What are the costs to
participate under the Plan?

The following is a list of commissions and fees
currently associated with participation in the Plan. We may change from time to time the amount of commissions and fees charged to
participants upon at least 30 days prior notice to participants.

|Certificate Issuance                      | Company paid      
|----------------------------------------- | ------------------
|Certificate Deposit                       | Company paid      
|Investment Fees                          
|Dividend reinvestment services fee        | Company paid      
|Dividend reinvestment purchase commission | Company paid      
|Sale Fees                                
|Service fee                               | $15.00 per request
|Sale commission                           | $0.10 per share   
|Prior Year Duplicate Statements           | $15.00 per year   

Beneficial owners of shares of our common stock who
participate through a broker, bank or nominee should consult their broker, bank or other nominee to determine if there are any
additional charges for participating in that manner.

#### Purchases and Price of Shares

10.   What is the source of the
shares purchased under the Plan?

The Plan Administrator will use dividends to purchase
from us shares of our authorized but unissued shares or to purchase shares on the open market, or a combination of such sources.
Longview Fibre will determine the source of shares used to fulfill Plan purchases, which may vary from time to time without notice
to Plan participants. The Plan Administrator will furnish the name of the registered broker/dealer used in share transactions
within a reasonable time upon written request from a Plan participant.

11.   When will dividends be invested
in shares of common stock?

Cash dividends will be reinvested on the applicable
dividend payment date or, if the dividend payment date is not a business day, on the business day next following the dividend
payment date.

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Payment dates for common stock dividends are ordinarily in January, April, July and October. The date on which the
Plan Administrator actually purchases shares is referred to in this prospectus as the investment date.

Common stock dividends held by the Plan Administrator
pending investment will be held without interest to you. If shares are purchased from us, you will become an owner of shares of
common stock purchased under the Plan as of the applicable investment date. If shares are purchased on the open
market, you will become an owner of shares of common stock purchased under the Plan as of the applicable settlement date which is
generally three business days after the investment date.

12.   How many shares of common stock
will be purchased with your reinvested dividends?

The number of shares of common stock purchased for you
as a participant in the Plan depends on the amount of your dividends to be invested (less any required withholding tax) and the
purchase price of the shares of common stock. Your account will be credited with the number of shares, including fractions
computed to three decimal places, equal to the total net amount invested divided by the purchase price per share.

13.   What will be the price for
shares purchased under the Plan?

Shares of common stock will be purchased for
participants either, at our option:

| |  | on the open market, at the weighted average price per share of all shares purchased by the Plan Administrator on the
investment date; or  
| | - | ------------------------------------------------------------------------------------------------------------------------------------------
| |  | from us, at a price per share equal to the average of the high and low sale prices of our common stock on the NYSE on the
investment date.

No shares of common stock will be purchased under the
Plan at less than their ascribed value of $1.50 per share.

Since purchase prices for the shares of common stock are
established on the applicable investment date, a Plan participant loses any advantages otherwise available from being able to
select the timing of investments. Participants should recognize that neither we nor the Plan Administrator can assure a profit or
protect against a loss on shares of common stock purchased under the Plan.

#### Reports to Participants

14.   What reports will you
receive?

You will receive a statement of your account as soon as
practicable after each investment date. The statements will contain a report of all transactions since the last statement,
including information about the number of shares of common stock allocated to your account, the amount of dividends received that
are allocable to you, the amount of common stock purchased with reinvested dividends, the price paid and any fees and brokerage
commissions for the transactions. These statements are your continuing record of the cost of your purchases and you should retain
them for income tax purposes.

During the year, Plan participants will receive copies
of the same materials sent to all shareholders, including annual reports, proxy statements and other information concerning annual
shareholder meetings. In general, a shareholder who is not a shareholder of record and who owns shares of our common stock through
a broker, bank or nominee will receive statements and information concerning the Plan only from the broker, bank or nominee,
although we may also elect to send various shareholder communications to underlying beneficial owners.

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#### Dividends on Shares held in Plan

15.   Will you be paid dividends on
shares of common stock held in your account under the Plan?

Yes. Dividends paid on shares held in the Plan (less any
required withholding tax) will be credited to your Plan account. Dividends are paid on both full and fractional shares of common
stock held in your account and are automatically reinvested in shares of our common stock at the percentage previously
specified by you. Please read Question 7.

#### Certificates for Shares

16.   Will you receive certificates
for shares of common stock purchased under the Plan?

Shares purchased under the Plan are registered in the
name of the Plan Administrator or its nominee and credited to your account. The number of shares of common stock purchased will be
shown on your statement of account. This feature permits ownership of fractional shares, protects against loss, theft or
destruction of stock certificates, and reduces the costs of the Plan.

Certificates for any number of whole shares credited to
your account will be issued in your name upon your request to the Plan Administrator. Certificates for fractional shares will not
be issued. If you want your certificates issued in a different name, you must notify the Plan Administrator in writing and comply
with applicable transfer requirements. If you wish to sell any whole shares credited to your account under the Plan, you will have
the option of either (a) receiving a certificate for such whole number of shares or (b) requesting that such shares held in your
account be sold, in which case the shares will be sold on the open market as soon as practicable. Brokerage commissions and
service fees on such sales will be deducted from the sales proceeds. (Please read Questions 9, 18 and 19.) If you wish to pledge
shares credited to your account, you must first have the certificate for those shares issued in your name.

As a participant in the Plan, you may also send your
stock certificates for other shares you hold of record to Wells Fargo Shareowner Services for credit to your account under the
Plan. There is no charge for depositing stock certificates for credit to your account under the Plan. These shares will be held as
Plan shares. Because you bear the risk of loss in sending stock certificates, it is recommended that you use registered mail,
insuring your certificates for 3% of the current market value of the shares. Certificates should not be endorsed.

17.   In whose name will certificates
be issued?

A Plan participants account under the Plan will be
maintained in the name in which the participants shares of common stock were registered at the time the participant enrolled
in the Plan. If certificates are issued for shares held under the Plan, the certificates will be issued only in that name.

#### Sales of Shares

18.   How may you sell shares of
common stock through the Plan?

You may instruct the Plan Administrator to sell some or
all of your shares held in the Plan by notifying the Plan Administrator in writing, using the form included with account
statements or, if automated privileges have been authorized, by contacting the Plan Administrator by telephone or online.
Beneficial owners holding their shares through a broker, bank or other nominee should consult the broker, bank or other nominee
about procedures for selling shares. Please read Question 9 for fees related to selling shares.

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The Plan Administrator will sell shares through a
registered broker/dealer as soon as practicable after receipt of a properly completed request. Shares to be sold may be combined
with those of other Plan participants requesting sale of their shares, and the proceeds to each Plan participant will be based on
the average price for all shares sold during the day of sale, less a pro rata share of any brokerage commissions and service fees.
You should understand that the price of the shares may go down as well as up between the date a request to sell is received and the date the sale is executed. The Plan does
not offer the ability for participants to specify either the dates or the prices at which shares are to be sold through the Plan
Administrator, and the Plan Administrator will not be liable for any claim arising out of failure to sell shares on a certain date
or at a specific price. You should evaluate this risk, which you will solely bear, in deciding whether and when to sell any shares
through the Plan.

If you submit a request to sell all or part of your
shares and you request net proceeds to be automatically deposited to a bank checking or savings account, you must provide a voided
blank check for the checking account or a blank savings deposit slip for the savings account. If you are unable to provide a
voided check or deposit slip, your written request must have your signature medallion guaranteed by an eligible financial
institution for direct deposit. Requests for automatic deposit of sale proceeds that do not provide the required documentation
will not be honored and the Plan Administrator will issue a check for the net proceeds.

#### Termination of Participation

19.   How do you terminate
participation in the Plan?

You may discontinue reinvestment of dividends under the
Plan by notifying the Plan Administrator. Unless we provide otherwise, if the Plan Administrator receives your request to
terminate participation under the Plan on or after a dividend record date, but before the dividend payment date, your termination
will be processed as soon as practicable, and a separate dividend check will be mailed to you. Future dividends will be paid in
cash, unless you rejoin the Plan.

Your termination notice should specify whether to:

| |  | convert all whole Plan shares to book-entry (DRS) and sell the remaining fraction;                   
| | - | -----------------------------------------------------------------------------------------------------
| |  | convert a specified number of whole Plan shares to book-entry (DRS) and sell the remaining shares; or
| |  | sell all of your Plan shares.                                                                        

You will receive a check or direct deposit in the amount
of the sale proceeds less applicable brokerage commission and service fees for any fractional or whole shares sold. If no
election is made in the request for termination, the Plan Administrator will convert the number of whole shares in your Plan
account to book-entry (DRS) and issue a check in the amount of the market value, minus applicable brokerage commissions and fees,
of any fractional share.

If you request to transfer all shares in your Plan
account between a dividend record date and payment date, your transfer request will be processed; however, your Plan account will
not be terminated. You may receive additional dividend reinvestment shares relating to that dividend payment, which will require
you to submit a written request to transfer the additional shares.

Beneficial owners holding their shares of common stock
through a broker, bank or other nominee should consult the broker, bank or other nominee about procedures for withdrawal.

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If we terminate the Plan, the number of whole shares of
common stock credited to your Plan account will be converted to book-entry (DRS) and a check will be issued for the net proceeds
of any fractional share.

If you change your residence to a jurisdiction where
shares offered pursuant to the Plan are neither registered nor exempt from registration under applicable securities laws, we may
deem you to have terminated participation in the Plan.

Your participation in the Plan will be terminated if you
do not have at least one full share registered in your name or held in your Plan account.

20.   When may you rejoin the
Plan?

Generally, a holder of record of our common stock may
become a Plan participant again at any time.

#### Material U.S. Federal Tax Consequences of Participation in the Plan

21.   What are the material United
States federal income tax consequences of participation in the Plan?

The following discussion summarizes the principal United
States federal income tax consequences of participating in the Plan to participants who are treated as U.S. persons or entities
for United States federal income tax purposes. It does not address all potentially relevant federal income tax matters, including
consequences peculiar to persons subject to special treatment under U.S. federal income tax law (such as tax-exempt organizations;
insurance companies; financial institutions, banks and thrifts; S corporations; regulated investment companies
and real estate investment trusts; broker/dealers; persons holding our common stock as a hedge against currency risks or as a
position in a straddle; non-U.S. persons; and U.S. persons whose functional currency is not the U.S. dollar). If a participant is
treated as a partnership for U.S. federal income tax purposes, the tax treatment of a partner of such partnership generally will
depend upon the status of the partner and the activities of the partnership. This discussion does not address any state, local or
foreign tax consequences of participation in the Plan.

This discussion is based on current U.S. federal income
tax law, including the Internal Revenue Code (or the Code), current and temporary Treasury regulations promulgated under the Code,
and various administrative rulings of the Internal Revenue Service (or IRS) about several types of dividend reinvestment plans.
Any of these authorities may be repealed, revoked or modified, perhaps with retroactive effect, and result in U.S. federal income
tax consequences different from those discussed below. We have not requested and do not intend to request a ruling from the IRS
about the tax consequences associated with participating in the Plan, and the statements in this prospectus are not binding on the
IRS or any court. The following discussion is for your general information only, and you must consult your own tax adviser to
determine the particular U.S. federal and state and any foreign income tax consequences (including the effects of any changes in
law) that may result from your participation in the Plan and the disposition of any shares of our common stock purchased pursuant
to the Plan.

Reinvested Dividends.  When your
dividends are reinvested to acquire shares of common stock (including any fractional share), you will be treated for U.S. federal
income tax purposes as having received a distribution equal to the fair market value, as of the investment date, of the common
stock that you acquired through the Plan. In the case of shares purchased from us, the value of the shares will be based upon the
average of the high and low sale prices of our common stock on the NYSE on the

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investment date multiplied by the number of shares
(including any fractional share) purchased for your account. In the case of shares purchased by the Plan Administrator on the open
market, the value of the shares will be the weighted average price per share of all shares purchased by the Plan Administrator on
the investment date multiplied by the number of shares (including any fractional share) purchased for your account, plus a pro
rata portion of any brokerage commissions and service fees we have paid on your behalf. This applicable value of your shares will
be your initial basis in the shares.

As in the case of non-reinvested cash distributions, the
distributions described above will constitute taxable dividend income to you to the extent of our current and accumulated earnings
and profits allocable to the distributions. Any excess distributions will constitute a return of capital that reduces the basis of
your common stock and will be taxed as capital gain to the extent that such distributions exceed your tax basis in your common
stock. Once we are a REIT, any distribution treated as a taxable dividend will be subject to tax at ordinary income rates
(currently a maximum of 35%). Notwithstanding the prior sentence, if we designate part or all of our distributions as capital gain
distributions, you would treat those designated amounts as long-term capital gains.

The holding period for common stock acquired with
reinvested dividends generally begins on the day after the investment date. A whole share resulting from the acquisition of two or
more fractional shares on different investment dates will have a split holding period, with the holding period for each fractional
component beginning the day after the respective investment date for each fractional share.

Receipt of Share Certificates and
Cash.  You will not realize any income when you receive certificates for whole shares credited to your account under
the Plan. Any cash received for a fractional share held in your account will be treated as an amount realized on the sale of the
fractional share. You therefore will recognize gain or loss equal to any difference between the amount of cash received for a
fractional share and your tax basis in the fractional share. Similarly, if the Plan Administrator sells your shares pursuant to
your request or upon termination of your participation in the Plan, you will recognize gain or loss equal to the difference
between the amount you realize on the sale and your tax basis in the shares. Gain or loss recognized on a sale of shares
(including a fractional share) from your account generally will be capital gain or loss if you hold your Plan shares as capital
assets. A sale of shares, whether received as a distribution or acquired with optional cash investments, at a gain will be treated
as capital gain, and eligible for long-term capital gains rates if you have a holding period in the shares of more than 1 year. A
sale of the share at a loss will be treated as a capital loss, which can only offset capital gains, or in the case of individuals,
capital gains plus $3,000 of ordinary income.

#### Other Information

22.   What happens when you sell or
transfer some or all of your shares in the Plan?

There is no effect on your shares remaining in the Plan.

If you dispose of all or a portion of your shares, the
Plan Administrator will continue to reinvest dividends on shares credited to your Plan account in additional shares unless and
until the Plan Administrator receives a written request to withdraw such shares from your Plan account.

If you dispose of all or a portion of your shares and
you have directed the Plan Administrator to reinvest dividends on some of your shares (i.e., partial dividend
reinvestment), you should provide new written instructions to the Plan Administrator on how to handle your account. If the Plan
Administrator does not receive new instructions, it may, in its discretion, transmit to you cash dividends paid on all of your
remaining shares.

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23.   What happens if Longview Fibre
pays a stock dividend, splits its common stock or has a rights offering?

All shares distributable to you pursuant to any stock
dividend or stock split by us on shares held of record in your name, whether held under the Plan or otherwise, will be added to
the your Plan account and not mailed or delivered directly to you. If we issue to our shareholders rights to subscribe for
additional shares of our common stock, such rights will be issued to you based on your total share holdings, including shares held in your Plan account. If a Plan participant sends notice of termination
or a request to sell to the Plan Administrator between the record date and the payable date for a stock distribution, the request
will not be processed until the stock distribution is credited to the Plan participants account.

24.   How will your Plan shares be
voted at meetings of shareholders?

For each meeting of shareholders, you will receive proxy
materials that allow you to vote your Plan shares by proxy. Alternatively, you can elect to vote your Plan shares in person at the
meeting.

25.   May the Plan be changed or
discontinued?

We reserve the right to modify, suspend or terminate the
Plan at any time. Plan participants will be informed of any modification to or suspension or termination of the Plan.

We reserve the right, without notice to participants, to
interpret and regulate the Plan as we deem necessary or desirable in connection with its operation. We also reserve the right, but
do not have the obligation, to waive or modify particular requirements and rules of the Plan if we deem the waiver or modification
appropriate. Any such interpretation and regulation shall be conclusive.

26.   What is the responsibility of
the Plan Administrator and Longview Fibre under the Plan?

In administering the Plan, neither we, the Plan
Administrator nor any broker/dealer selected by the Plan Administrator to execute purchases and sales on behalf of Plan
participants is or will be liable for any good faith act or omission to act, including, without limitation, any claim of
liability:

| |  | arising out of the failure to terminate a participants account upon the participants death prior to
receipt of a notice in writing of the death;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------
| |  | with respect to the prices or times at which shares are purchased or sold; or                                                                     
| |  | as to the value of the shares acquired for participants.                                                                                          

The Plan Administrator is acting solely as an agent of
Longview Fibre and owes no duties, fiduciary or otherwise, to any other person by reason of this Plan, and no implied duties,
fiduciary or otherwise, shall be read into this Plan. The Plan Administrator undertakes to perform those duties, and only those
duties, expressly set forth in the Plan and that are to be performed by it, and no implied covenants or obligations shall be read
into this Plan against the Plan Administrator or Longview Fibre.

In the absence of negligence or willful misconduct on
its part, the Plan Administrator, whether acting directly or through agents or attorneys, shall not be liable for any action
taken, suffered or omitted or for any error of judgment made by it in the performance of its duties under the Plan. In no event
shall the Plan Administrator be liable for special, indirect or consequential losses or damages of any kind whatsoever (including,
without limitation, lost profits), even if the Plan Administrator has been advised of the likelihood of such losses or damages and
regardless of the form of action.

The Plan Administrator shall (a) not be required to
make, and makes no representation and shall have no responsibilities as to the validity, accuracy, value or genuineness of any
signatures or

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endorsements, other than its own, and (b) not be obligated to take any legal action under the Plan that might, in
its judgment, involve any expense or liability, unless it has been furnished with reasonable indemnity.

The Plan Administrator shall not be responsible or
liable for any failure or delay in the performance of its obligations under the Plan arising out of or caused, directly or
indirectly, by circumstances beyond its reasonable control (including, without limitation, acts of God; earthquakes; fires; floods; wars;
civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware
or software) or communications services; accidents; labor disputes; or acts of civil or military authorities or governmental
actions), it being understood that the Plan Administrator shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable under the circumstances.

The Plan Administrator is authorized to choose a
broker/dealer, including an affiliated broker/dealer, at its sole discretion to facilitate purchases and sales of common stock by
Plan participants. The Plan Administrator will furnish the name of the registered broker/dealer, including any affiliated
broker/dealer, used in share transactions within a reasonable time upon written request from the participant.

All notices from the Plan Administrator to a participant
will be mailed to the participant at the participants last address of record with the Plan Administrator, which will satisfy
the Plan Administrators duty to provide notice. Plan participants must promptly notify the Plan Administrator of any change
in address.

You should recognize that neither we nor the Plan
Administrator can provide any assurance of a profit or protection against loss on any shares purchased under the Plan.

27.   Who bears the risk of market
price fluctuations in the shares?

Your investment in our common stock held in a Plan
account is no different than a direct investment in the common stock in this regard. You bear the risk of loss and the benefit of
gain from market price changes for all the shares in your account. Neither we nor the Plan Administrator can guarantee that shares
purchased under the Plan will, at any particular time, be worth more or less than their purchase price.

28.   What Plan orders may
participants execute by telephone or online?

If you establish automated privileges for your Plan
account, you may, by telephone or online and subject to some limitations:

| |  | enroll in the Plan (online only);                                                                                                                                                                                                                                                                                                                                    
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | change your dividend reinvestment option (for example, from full to partial reinvestment);                                                                                                                                                                                                                                                                           
| |  | sell some or all of your Plan shares if the current market value of the shares to be sold is $25,000 or less and you have a
United States bank account; or                                                                                                                                                                                                           
| |  | request a certificate for some or all full shares in the Plan, but only if the current market value of the shares to be issued
is $50,000 or less (telephone only).                                                                                                                                                                                                  
| |  | To establish automated privileges, please contact the Plan Administrator as indicated in Question 4 and request an
Automated Request Authorization form. Alternatively, you may go to www.shareowneronline.com and click on the box titled
First Time Visitor Sign Up, and follow the instructions found on the First Time Visitor, New Member
Registration page.

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For shareholders of record, to activate your account and
establish a Personal Identification Number (or PIN), you will need your 10-digit Wells Fargo account number (which is listed on
your account statement), your Social Security number, your email address, and the company name you own stock in, Longview Fibre
Company.

29.   What Plan forms should you use
for various transactions?

Authorization for Automatic Dividend Reinvestment
Plan Form.  An Authorization for Automatic Dividend Reinvestment Plan form may be used to enroll in the Plan
or to change your dividend reinvestment election. An Authorization for Automatic Dividend Reinvestment Plan form is
included with this prospectus.

Transaction Request Form.  A
Transaction Request Form may be used to sell your Plan shares, deposit your physical certificate shares with the Plan
Administrator, or terminate your participation in the Plan. A Transaction Request Form is attached to each account statement
mailed to you.

You can request copies of these and other forms online
or from the Plan Administrator upon request.

#### USE OF PROCEEDS

We will use the net proceeds from the sale of shares of
our common stock we issue under the Plan for working capital and for other general purposes. We have no basis for estimating
either the number of shares of our common stock that we ultimately will issue pursuant to the Plan or the prices at which any
shares will be sold.

We will not receive any funds under the Plan from the
purchase of shares of our common stock in the open market by the Plan Administrator.

#### LEGAL MATTERS

The validity of the common stock offered by this
prospectus has been passed upon for us by Perkins Coie LLP.

#### EXPERTS

The financial statements and managements
assessment of the effectiveness of internal control over financial reporting (which is included in Managements Report on
Internal Control over Financial Reporting) incorporated into this prospectus by reference to the Annual Report on Form 10-K of
Longview Fibre Company for the year ended October 31, 2005, have been so incorporated in reliance on the report (which
contains an adverse opinion on the effectiveness of internal control over financial reporting) of PricewaterhouseCoopers LLP, an
independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

#### WHERE YOUCAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy
statements and other information with the SEC. Our SEC filings can be read and copied at the SECs Public Reference Room at
100 F Street, N.E.,

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Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling
the SEC at 1-800-SEC-0330. The SEC maintains an Internet website that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the SEC, including Longview Fibre, that is available over the
Internet at http://www.sec.gov. Our common stock is listed and traded on the New York Stock Exchange under the trading symbol LFB. Our
reports, proxy statements and other information can also be read at the offices of the NYSE, 20 Broad Street, New York, New York
10005. General information about us, including our press releases, SEC filings and annual reports, are available at no charge
through our website at www.longviewfibre.com. Information on our web site is not incorporated into this prospectus or our other
securities filings and is not a part of these filings.

We have filed a registration statement on Form S-3 to
register with the SEC the shares of our common stock being offered pursuant to this prospectus. This prospectus is part of that
registration statement. As permitted by the SEC, this prospectus does not contain all the information you can find in the
registration statement or in its exhibits.

#### INCORPORATIONOF INFORMATION FILED WITH THE SEC

The SEC allows incorporation by reference
into this prospectus of information that we file with the SEC. This permits us to disclose important information to you by
referencing these filed documents. Any information referenced this way is considered to be a part of this prospectus and any
information filed by us with the SEC after the date of this prospectus will be deemed automatically to update and supersede this
information. We incorporate by reference into this prospectus the following documents that we have filed with the SEC:

| |  | Annual Report on Form 10-K for the fiscal year ended October 31, 2005;                                                                                                                                                                                                                                         
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Transition Report on Form 10-Q for the transition period from November 1, 2005 to December 31, 2005;                                                                                                                                                                                                           
| |  | Quarterly Report on Form 10-Q for the quarters ended March 31, 2006 and June 30, 2006;                                                                                                                                                                                                                         
| |  | Current Reports on Form 8-K filed on November 30, 2005 (regarding Items 2.04 and 5.03), December 30, 2005,
February 27, 2006, March 30, 2006, April 19, 2006, June 14, 2006 (regarding Items 1.01, 1.02, 2.03, 2.04 and 8.01),
June 29, 2006, July 19, 2006, August 1, 2006, August 4, 2006 and August 8, 2006;
| |  | The description of our capital stock contained in our Registration Statement on Form 8-A dated March 1, 1989, including any
amendments or reports filed with the SEC for the purpose of updating such description; and                                                                                         
| |  | The description of our common stock purchase rights contained in the Registration Statement on Form 8-A dated
February 18, 1999, including any amendments or other reports filed with the SEC for the purpose of updating such description.                                                                    

Whenever after the date of this prospectus, and before
the termination of the offering of the securities made under this prospectus, we file reports or documents under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, those reports and documents will be deemed to be
incorporated by reference into this prospectus from the time they are filed. We do not incorporate by reference any information
furnished pursuant to Items 2.02 or 7.01 of Form 8-K in any future filings,

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unless specifically stated otherwise. Any statement
made in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed
to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any
other subsequently filed document that is also incorporated or deemed to be incorporated by reference in this prospectus modifies or supersedes that statement. Any statement so modified or
superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

We will provide without charge, upon written or oral
request, a copy of any or all of the documents that are incorporated by reference into this prospectus, excluding any exhibit to
those documents unless the exhibit is specifically incorporated by reference as an exhibit to the registration statement of which
this prospectus forms a part. Requests should be directed to Longview Fibre Company, Attention: Secretary, 300 Fibre Way,
Longview, Washington 98632, (360) 425-1550.

#### INDEMNIFICATION

As permitted by the law of the State of Washington, our
articles of incorporation and bylaws provide that none of our directors will be personally liable to us or our shareholders for
monetary damages for his or her conduct as a director, except for:

| |  | acts or omissions that involve intentional misconduct or a knowing violation of law by a director;                                                     
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | approval of distributions or loans in violation of the Washington Business Corporation Act; or                                                         
| |  | any transaction from which the director will personally receive a benefit in money, property or services to which the director
is not legally entitled.

Our bylaws require us to indemnify our directors and
officers to the fullest extent permitted by Washington law.

These provisions may have the practical effect in some
cases of eliminating our shareholders ability to collect monetary damages from our directors and executive officers.

Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers or controlling persons of Longview Fibre pursuant to the
foregoing provisions, we have been informed that in the opinion of the SEC that such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

#### INQUIRIESREGARDING THE PLAN

Please address questions about the Plan and your
participation to Longview Fibre Company, 300 Fibre Way, Attention: Lisa J. McLaughlin, fax number (360) 575-5934, or call (360)
425-1550.

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_________________ PROSPECTUS _________________    CUSIP # 593213 10 2    DividendReinvestmentPlan    Common Stock    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.    Prospectus dated September 8, 2006








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# PART II

# INFORMATION NOT REQUIRED IN PROSPECTUS

# ITEM 14.   OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets
forth the fees and expenses, other than discounts, commissions and concessions payable to broker/dealers and agents, in connection
with the offering and distribution of the securities being registered. All amounts are estimates, except the SEC registration fee.
All of these fees and expenses will be borne by the registrant.

|SEC registration fee          |  |  | $ | 7,307  |  
|----------------------------- |  |  | - | ------ | -
|Legal fees and expenses       |  |  |   | 50,000 | *
|Accounting fees and expenses  |  |  |   | 15,000 | *
|Printing expenses             |  |  |   | 5,000  | *
|Miscellaneous                 |  |  |   | 2,693  | *
|                              |  | 
|Total                         |  |  | $ | 80,000 |  
|                              |  | 
|_________________*  Estimated |  | 

# ITEM 15.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The following summary is
qualified in its entirety by reference to the complete text of any statutes referred to below and our articles of incorporation
and bylaws.

Longview Fibre Company (or
Longview) is a Washington corporation. Sections 23B.08.500 through 23B.08.600 of the Washington Business Corporation Act
(or the WBCA) authorize a court to award, or a corporations board of directors to grant, indemnification to directors
and officers on terms sufficiently broad to permit indemnification under certain circumstances for liabilities arising under the
Securities Act of 1933, as amended. Section 23B.08.320 of the WBCA authorizes a corporation to eliminate or limit a
directors personal liability to the corporation or its shareholders for monetary damages for conduct as a director, except
in certain circumstances involving acts or omissions that involve intentional misconduct by a director or a knowing violation of
law by a director, the approval of distributions illegal under Washington law or any transaction from which the director will
personally receive a benefit in money, property or services to which the director is not legally entitled.

Article IX of Longviews
articles of incorporation provides that no director of Longview shall be personally liable to Longview or its shareholders for
monetary damages for his or her conduct as a director, except for (1) acts or omissions that involve intentional misconduct or a
knowing violation of law by the director, (2) approval of distributions or loans in violation of Section 23B.08.310 of the WBCA or
(3) any transaction from which the director will personally receive a benefit in money, property or services to which the director
is not legally entitled. Article IX of Longviews articles of incorporation further provides that if the WBCA is amended to
authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director
of Longview shall be eliminated or limited to the fullest extent permitted by the WBCA, as so amended.

Article X of Longviews
bylaws provide that Longview shall indemnify and hold each director and officer harmless against any and all loss due to the fact
that the person is or was a director or officer, except for losses arising out of: (a) acts or omissions finally adjudged to be
intentional misconduct or a knowing violation of law, (b) approval of distributions or loans which are finally adjudged to be
in violation of the applicable provisions of Washington law or (c) any transaction in which it is finally adjudged that the
director or officer personally received a benefit in money, property or services to which the director or officer was not legally
entitled. Except to enforce these indemnification provisions, Longview does not indemnify a director or officer in connection with
an action (or part thereof) initiated by the director or officer, unless authorized by the board of directors. If the WBCA is
amended to authorize further indemnification of directors or officers, then the directors and officers of Longview will be
indemnified to the fullest extent permitted by the WBCA, as so amended.

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The bylaws further provide
that an indemnitee shall be presumed to be entitled to indemnification and have the right to be paid by Longview all expenses
(including attorneys fees) incurred in defending any action in advance of its final disposition; provided however, that the
payment of such expenses in advance of the final disposition of an action are required to be returned if it shall ultimately be
determined that such director or officer is not entitled to be indemnified.

Longview has entered into
separate agreements with individual directors and executive officers relating to their rights to indemnification and advancement
of expenses. Longview maintains an officers and directors liability insurance policy insuring Longviews officers
and directors against certain liabilities and expenses incurred by them in their capacities as such, and insuring Longview, under
certain circumstances, in the event that indemnification payments are made by Longview to such officers and directors.

# ITEM 16.   EXHIBITS.

The exhibits to this
registration statement are listed in the Exhibit Index following the signature pages hereto and are incorporated herein by this
reference.

# ITEM 17.   UNDERTAKINGS.

The undersigned registrant
hereby undertakes:

(1)                 To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)                 To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)                 To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the
maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration
statement; and

(iii)                 To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i), (ii) and (iii) above do not
apply if the registration statement is on Form S-3, and the information required to be included in a post-effective amendment by
those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant
pursuant to Section 13 and Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration
statement.

(2)                 That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

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(3)                 To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.

(4)                 That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)                 If
the registrant is relying on Rule 430B:

(A)                 Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and

(B)                 Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of 314 securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to
such effective date; or

(ii)                 If
the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A,
shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of first use.

(5)                 That,
for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plans annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act of 1933, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities and Exchange Act of 1933 and will be governed by the final adjudication of such
issue.

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# SIGNATURES

Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunder duly authorized, in the City of Longview, State of Washington, on September 8, 2006.

| | LONGVIEW FIBRE COMPANY  
| | ------------------------
|
| | /s/   Lisa J. McLaughlin
| | Name:                   
| | Title:                  

# POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Richard H. Wollenberg and Lisa J. McLaughlin,
jointly and severally, as his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all
post-effective amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities indicated on September 8, 2006.

|Signature                   |  |  | Title                                                        |  | 
|--------------------------- |  |  | ------------------------------------------------------------ |  | 
|                           
|/s/   Richard H. Wollenberg |  |  | President, Chief Executive Officer and Chairman of the Board |  | 
|Richard H. Wollenberg       |  |  | (Principal Executive Officer) and Director                   |  | 
|                           
|/s/   Lisa J. McLaughlin    |  |  | Senior-Vice PresidentFinance, Secretary and Treasurer       |  | 
|Lisa J. McLaughlin          |  |  | (Principal Financial and Accounting Officer) and Director    |  | 
|                           
|/s/   Robert E. Wertheimer  |  |  | Director                                                     |  | 
|Robert E. Wertheimer        |  | 
|                           
|/s/   David L. Bowden       |  |  | Director                                                     |  | 
|David L. Bowden             |  | 
|                           
|/s/   David A. Wollenberg   |  |  | Director                                                     |  | 
|David A. Wollenberg         |  | 

II-4

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Table of Contents

|Signature                  |  |  | Title    |  | 
|-------------------------- |  |  | -------- |  | 
|                          
|/s/   M. Alexis Dow        |  |  | Director |  | 
|M. Alexis Dow              |  | 
|                          
|/s/   John R. Kretchmer    |  |  | Director |  | 
|John R. Kretchmer          |  | 
|                          
|/s/   Michael C. Henderson |  |  | Director |  | 
|Michael C. Henderson       |  | 
|                          
|/s/   Robert A. Kirchner   |  |  | Director |  | 
|Robert A. Kirchner         |  | 
|                          
|/s/   Curtis M. Stevens    |  |  | Director |  | 
|Curtis M. Stevens          |  | 
|                          
|/s/   Rick L. Bentzinger   |  |  | Director |  | 
|Rick L. Bentzinger         |  | 
|                          

II-5

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Table of Contents

# EXHIBIT INDEX

|EXHIBITNUMBER |  | DESCRIPTION OF DOCUMENT
|------------- |  | -----------------------

|4.1 |  | Rights Agreement, dated as of March 1, 1999, between Longview
Fibre Company and Wells Fargo Bank, N.A., which includes as Exhibit A thereto the Form of Rights Certificate (incorporated by
reference to Exhibit 4.4 to Longview Fibre Companys Annual Report on Form 10-K for the fiscal year ended
October 31, 2005).
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5.1 |  | Opinion of Perkins Coie LLP.
|--- |  | ----------------------------

|23.1 |  | Consent of PricewaterhouseCoopers LLP.
|---- |  | --------------------------------------

|23.2 |  | Consent of Perkins Coie LLP (contained in Exhibit 5.1).
|---- |  | -------------------------------------------------------

|24.1 |  | Power of Attorney (included in signature pages hereto).
|---- |  | -------------------------------------------------------

II-6

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