EXHIBIT 99
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                          DESCRIPTION OF CAPITAL STOCK

         The  authorized  capital  stock of  Willamette  Industries,  Inc.  (the
"Company"), consists of 5,000,000 shares of cumulative preferred stock, $.50 par
value ("Preferred Stock"),  issuable in series, and 150,000,000 shares of common
stock, $.50 par value ("Common Stock").

         The board of  directors  of the  Company  is  authorized  to divide the
Preferred  Stock into series and to determine the  preferences,  limitations and
relative rights of each series, including,  without limitation,  the designation
and seniority  and number of shares,  the rate and time of payment of dividends,
if any, thereon (or method of computing the same), the amount of any liquidation
preference, any rights of conversion or exchange, voting rights, if any, and any
optional or mandatory redemption provisions.

         The board of directors  has  established  a series of  Preferred  Stock
designated as Series A Junior Participating Preferred Stock ("Series A Preferred
Stock"),  comprising  500,000  shares of  Preferred  Stock.  Subject to superior
rights  of any  other  outstanding  Preferred  Stock,  each  share  of  Series A
Preferred  Stock is entitled  to receive,  in  preference  to the Common  Stock,
quarterly  cumulative  dividends equal to 400 times the quarterly  dividend paid
with respect to each share of Common Stock, but not less than $1.00.  Each share
of Series A Preferred Stock is entitled to 400 votes on all matters submitted to
a vote of the  shareholders.  In the event of liquidation  of the Company,  each
share of Series A Preferred  Stock is entitled to receive,  in preference to the
Common Stock,  a liquidation  payment equal to the greater of (i) $1.00 plus all
accrued and unpaid dividends and  distributions  and (ii) an amount equal to 400
times the aggregate  amount to be distributed  per share of Common Stock. In the
event  of any  merger  or  other  transaction  in  which  Common  Stock is to be
exchanged,  each share of Series A Preferred  Stock shall be entitled to receive
400 times the amount  received  per share of Common  Stock.  Series A  Preferred
Stock is not  redeemable.  The rights of holders of the Series A Preferred Stock
are  subject to  adjustment  under  certain  circumstances  to prevent  dilution
including, without limitation, upon a stock split.

         Shares of Common Stock and Series A Preferred  Stock vote together as a
single class on all corporate  matters (except for certain matters affecting the
Series A Preferred  Stock or as  otherwise  required  by law).  Shares of Common
Stock  are  entitled  to  one  vote  per  share.  Voting  for  directors  is not
cumulative.  The board of  directors  is  divided  into  three  classes  serving
staggered three-year terms.

         Holders of Common  Stock are  entitled to  dividends  when,  as, and if
declared  by the board of  directors  out of funds  legally  available  therefor
(subject to the rights of holders of any Preferred  Stock).  Common Stock is not
convertible into any other class of security,  is not entitled to the benefit of
any  sinking  fund  provision,  and does not have  any  preemptive  rights.  All
outstanding  shares of  Common  Stock are  fully  paid and  nonassessable.  Upon
liquidation of the Company,  after payment or provision for all  liabilities and
payment of any  preferential  amount in respect of Preferred  Stock,  holders of
Common Stock are entitled to receive liquidating  distributions of any remaining
assets on a pro rata basis.

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         Article VI of the  Company's  articles of  incorporation  provides that
certain business  combinations  involving the Company and any shareholder which,
together with its affiliates,  is the beneficial  owner of 20 percent or more of
the Company's  outstanding shares of capital stock, require the affirmative vote
of the  holders  of at least 80  percent  of the  outstanding  shares of capital
stock.  The 80 percent  voting  requirement  does not apply (i) in the case of a
business  combination  which  provides for conversion of Common Stock into cash,
securities  or  property  having a fair  market  value not less than the highest
per-share  price paid by such  shareholder  and its  affiliates  within one year
prior to the date of the vote,  (ii) if the vote is  required  by the  statutory
Business   Combination   Provisions  discussed  below  or  (iii)  under  certain
circumstances,  if the  transaction  is approved by the board of directors.  The
articles of  incorporation  also  provide  that  directors of the Company may be
removed at a meeting called  expressly for that purpose by the affirmative  vote
of the holders of not less than 80 percent of the outstanding  shares of capital
stock.

         The  Company  has  distributed  to holders of Common  Stock,  rights to
purchase  shares of Series A Preferred  Stock  ("Rights")  which are held on the
basis of .25 Right for each  share of Common  Stock  held.  The  Rights  are not
exercisable  and are attached to and trade with shares of Common Stock until the
earlier of (i) 10 days  following a public  announcement  that a person or group
has  acquired  beneficial  ownership  (as  defined) of 20 percent or more of the
outstanding Common Stock (other than the Company, any subsidiary of the Company,
any employee  benefit plan of the Company or any subsidiary of the Company,  any
entity  holding  shares of Common Stock for or pursuant to the terms of any such
plan, or a person who acquires shares in a tender offer  sanctioned by the board
of  directors)  and  (ii)  10  business  days  following  the   commencement  or
announcement of certain offers to acquire beneficial  ownership of 30 percent or
more of the outstanding  Common Stock. Upon such an event, the Rights will trade
separately and will become exercisable.  Until a Right is exercised,  the holder
thereof will have no rights as a shareholder of the Company  including,  without
limitation, the right to vote or to receive dividends.

         When the Rights  first become  exercisable,  one Right will entitle the
holder  to buy  from  the  Company  one  one-hundredth  of a share  of  Series A
Preferred Stock at a price of $280. Upon acquisition of beneficial  ownership of
20  percent  or more of the  outstanding  Common  Stock  by a  person  or  group
described  above,  each Right will entitle the holder (other than such person or
group) to buy from the Company for $280 shares of Common  Stock  having a market
value of $560.  If the  Company  is  acquired  in a business  combination,  or a
majority  of its assets is  acquired,  after a person or group  described  above
acquires  beneficial  ownership of 20 percent or more of the outstanding  Common
Stock, each Right will thereafter  entitle the holder (other than such person or
group) to acquire for $280 shares of common stock of the  acquiring or surviving
person  with a market  value of $560.  Following  the  occurrence  of any of the
events  described in the preceding two sentences,  any Rights that are or (under
certain circumstances) were beneficially owned by any such person or group shall
immediately  become  null and void.  The  purchase  price for Series A Preferred
Stock and the number of shares of Series A Preferred  Stock or other  securities
issuable upon exercise of Rights are subject to adjustment to prevent dilution.

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         Outstanding Rights will expire at the close of business on February 25,
2000. The Rights will also expire upon  consummation  of a business  combination
with a person who acquires  shares of Common Stock in a tender offer  sanctioned
by the board of directors if shareholders  receive the same consideration as was
paid in the tender offer. Until the close of business on the tenth day following
public  announcement  that a  person  or  group  described  above  has  acquired
beneficial  ownership of 20 percent or more of the outstanding  shares of Common
Stock,  the Rights may be redeemed,  in whole but not in part,  at the Company's
election at a price of $.01 per right.  After a person or group  described above
acquires  beneficial  ownership of 20 percent or more of the outstanding  Common
Stock,  but before  the  person or group  acquires  beneficial  ownership  of 50
percent or more of the outstanding  Common Stock,  the Company may exchange some
or all of the then outstanding Rights for four shares of Common Stock per Right,
subject to adjustment in certain circumstances.

         Before the Rights become exercisable,  the Company may amend the Rights
Agreement in any manner  without the approval of the holders of Common Stock and
thereafter  the Company may,  subject to certain  limitations,  amend the Rights
Agreement without the approval of the holders of Rights.

         The Company is subject to the Oregon  Control  Share Act (the  "Control
Share  Act").  The  Control  Share Act  provides  in  essence  that a person (an
"Acquiring  Person") who acquires voting stock in a transaction which results in
its  holding  more than 20  percent,  33-1/3  percent or 50 percent of the total
voting  power of the Company (a  "Control  Share  Acquisition")  cannot vote the
shares it acquires in the Control Share  Acquisition  ("control  shares") unless
voting  rights are accorded to such control  shares by the holders of a majority
of the  outstanding  voting  shares,  excluding  the  Acquiring  Person  and the
Company's  officers and inside  directors.  The term Acquiring Person is broadly
defined to include persons acting as a group.

         An Acquiring  Person may, but is not required to, submit to the Company
an "Acquiring Person Statement" which delineates  certain  information about the
Acquiring  Person and its plans for acquiring  the Company's  stock and requests
the Company to call a special  meeting of shareholders to act on the question of
its voting rights.  If an Acquiring Person does not request a special meeting of
shareholders,  the  matter  shall be  considered  at the next  annual or special
meeting of shareholders  otherwise held. If an Acquiring Person's control shares
are accorded  voting  rights and its shares  represent a majority or more of all
voting power, shareholders who do not vote in favor of the restoration of voting
rights  will have the right to  receive  the  appraised  "fair  value" for their
shares,  which  may not be less  than the  highest  price  paid per share by the
Acquiring Person for its shares in the Control Share Acquisition.

         The  Company is also  subject  to  provisions  of the  Oregon  Business
Corporation  Act (the  "Business  Combination  Provisions),  which  restrict the
ability of an Oregon  corporation to engage in any business  combination with an
interested shareholder ("Interested  Shareholder"),  as defined, for three years
after  the  shareholder   becomes  an  Interested   Shareholder,   with  certain
exceptions. An Interested Shareholder is defined to include a shareholder owning
15 percent or more of a corporation's stock.  "Business  combination" is defined
to include any merger with, any transfer of assets to, and certain  transactions
involving the issuance of shares to, the 

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Interested  Shareholder.  A  corporation  may,  however,  engage  in a  business
combination  with an Interested  Shareholder if (i) the  corporation's  board of
directors  approved the  combination or the transaction by which the shareholder
became an Interested  Shareholder  before the  shareholder  became an Interested
Shareholder, (ii) the Interested Shareholder acquired at least 85 percent of the
voting stock (excluding shares held by directors,  officers, or certain employee
share  plans) when  becoming an  Interested  Shareholder,  or (iii) the board of
directors and shareholders  holding 66-2/3 percent of the voting stock not owned
by the Interested Shareholder approve the business combination.  A corporation's
articles of  incorporation  may not require a greater vote of shareholders  than
that specified in the Business  Combination  Provisions for any vote required by
the Business Combination Provisions.