BYLAWS
                                       OF
                           WILLAMETTE INDUSTRIES, INC.
                               AS AMENDED THROUGH
                                DECEMBER 1, 1998

<PAGE>

                                TABLE OF CONTENTS

                                                                     Page
ARTICLE I   ............................................................4
    Section 1.        Principal Office..................................4
    Section 2.        Registered Office.................................4

ARTICLE II  ............................................................4
    Section 1.        Annual Meeting....................................4
    Section 2.        Special Meetings..................................4
    Section 3.        Place of Meeting..................................5
    Section 4.        Notice of Meeting.................................5
    Section 5.        Quorum; Manner of Acting..........................5
    Section 6.        Proxies...........................................6
    Section 7.        Voting of Shares..................................6
    Section 8.        Acceptance of Votes...............................6

ARTICLE III ............................................................8
    Section 1.        General Powers....................................8
    Section 2.        Number, Tenure and Classification.................8
    Section 3.        Regular Meetings..................................8
    Section 4.        Special Meetings..................................8
    Section 5.        Notice; Waiver....................................8
    Section 6.        Quorum............................................9
    Section 7.        Manner of Acting..................................9
    Section 8.        Vacancies........................................10
    Section 9.        Presumption of Assent............................10
    Section 10.       Removal of Directors.............................10
    Section 11.       Compensation.....................................10
    Section 12.       Retirement.......................................11
    Section 13.       Emeritus Director................................11
    Section 14.       Action Without a Meeting.........................11
    Section 15.       Telephonic Meetings..............................11
    Section 16.       Notification of Nominations......................12

ARTICLE IV  ...........................................................13
    Section 1.        Appointment......................................13
    Section 2.        Authority........................................13
    Section 3.        Tenure and Qualifications........................14
    Section 4.        Meetings; Notice; Waiver.........................14
    Section 5.        Quorum; Manner of Acting.........................14
    Section 6.        Action Without a Meeting.........................14
    Section 7.        Vacancies........................................15
    Section 8.        Resignations and Removal.........................15
    Section 9.        Procedure........................................15

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    Section 10.       Appointment of Other Committees of the...........15
              Board of Directors
    Section 11.       Appointment of Other Committees..................16

ARTICLE V   ...........................................................16
    Section 1.        Number ..........................................16
    Section 2.        Appointment and Term of Office...................17
    Section 3.        Removal..........................................17
    Section 4.        Vacancies........................................17
    Section 5.        Chairman of the Board............................17
    Section 6.        President........................................18
    Section 7.        Executive Vice-Presidents........................18
    Section 8.        Vice-Presidents..................................18
    Section 9.        Chief Financial Officer..........................19
    Section 10.       Secretary........................................19
    Section 11.       Treasurer........................................20
    Section 12.       Salaries.........................................20

ARTICLE VI  ...........................................................20
    Section 1.        Contracts........................................20
    Section 2.        Loans ...........................................20
    Section 3.        Checks, Drafts, etc..............................21
    Section 4.        Deposits.........................................21

ARTICLE VII ...........................................................21
    Section 1.        Certificates for Shares..........................21
    Section 2.        Transfer of Shares...............................22
    Section 3.        Replacement of Certificates......................22
    Section 4.        Transfer Agents and Registrars...................22

ARTICLE VIII ..........................................................23

ARTICLE IX   ..........................................................23

ARTICLE X    ..........................................................23

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                                     BYLAWS
                                       OF
                           WILLAMETTE INDUSTRIES, INC.
                               AS AMENDED THROUGH
                                DECEMBER 1, 1998


                                    ARTICLE I

                                     Offices
                                     -------

         Section 1.    Principal Office. The principal office of the corporation
in the State of  Oregon  shall be  located  in the City of  Portland,  County of
Multnomah. The corporation may have such other offices, either within or without
the State of Oregon,  as the board of directors may designate or as the business
of the corporation may require from time to time.

         Section 2.    Registered  Office.    The   registered   office  of  the
corporation  required  by the  Oregon  Business  Corporation  Act  ("Act") to be
maintained  in the State of Oregon  may be,  but need not be, the same as any of
its  places  of  business  in the  State  of  Oregon,  and the  location  of the
registered  office may be changed from time to time by the board of directors or
the registered agent of the corporation.


                                   ARTICLE II

                                  Shareholders
                                  ------------

         Section 1.    Annual Meeting.  The annual  meeting of the  shareholders
shall be held on the  third  Tuesday  in April at 10 a.m.,  for the  purpose  of
electing  directors and for the  transaction  of such other business as may come
before the meeting.

         Section 2.    Special Meetings.  Special  meetings of the shareholders,
for any purpose or purposes,  may be called by the chairman of the board, by the
president and chief executive officer,  or by the board of directors,  and shall
be called by the  chairman  of the board if one or more  written  demands  for a
meeting describing the purpose or purposes for which it is to be


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held are signed,  dated and delivered to the secretary of the corporation by the
holders  of at least 10 percent  of all votes  entitled  to be cast on any issue
proposed to be considered at the meeting.

         Section 3.    Place of Meeting.  The board of directors shall determine
the place of meeting for all annual and special meetings of the shareholders. In
the absence of any such  determination,  all meetings of  shareholders  shall be
held at the principal office of the corporation in the State of Oregon.

         Section 4.    Notice of Meeting.  Written or printed notice stating the
place,  day and hour of the  meeting  and,  in case of a  special  meeting,  the
purpose or purposes for which the meeting is called,  shall be given not earlier
than 60 nor less than ten days before the date of the meeting, either personally
or by mail, by or at the  direction of the chairman of the board,  the president
and chief  executive  officer,  or the  secretary,  or the  persons  calling the
meeting,  to each  shareholder  of record  entitled to vote at such meeting.  If
mailed, such notice shall be effective when deposited in the United States mail,
addressed  to the  shareholder  at his  address  as shown  in the  corporation's
current record of shareholders,  with postage thereon  prepaid.  If a meeting is
adjourned to a different  date,  time or place  announced at the meeting  before
adjournment,  notice need not be given of the new date,  time or place  unless a
new record date is or must be fixed for the adjourned meeting.

         Section 5.    Quorum;  Manner of Acting.  Shares  entitled to vote as a
separate  voting  group may take  action  on a matter  only if a quorum of those
shares exists with respect to the matter. A majority of the votes entitled to be
cast on the matter by voting  group,  represented  in person or by proxy,  shall
constitute a quorum of that voting group for action on that matter.  If a quorum
exists,  action on a matter,  other than the  election  of  directors,  shall be
approved by a voting group if


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the votes cast within the voting group favoring the action exceed the votes cast
opposing  the action  unless the Act  requires a greater  number of  affirmative
votes. Directors shall be elected by a plurality of the votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is present. Once
a share is represented for any purpose at a meeting,  it shall be deemed present
for quorum  purposes for the remainder of the meeting and for any adjournment of
the  meeting  unless  a new  record  date is or  must  be set for the  adjourned
meeting.

         Section 6.    Proxies.  At all meetings of shareholders,  a shareholder
may  vote by  proxy  executed  in  writing  by the  shareholder  or by his  duly
authorized attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting.  No proxy shall be valid after
eleven months from the date of its execution,  unless otherwise  provided in the
proxy.

         Section  7.   Voting  of  Shares.   Each   outstanding   share  of  the
corporation's  common  stock  shall be  entitled  to one vote upon  each  matter
submitted to a vote at a meeting of the  shareholders  except that shares owned,
directly or indirectly,  by another  corporation in which the corporation  owns,
directly  or  indirectly,  a  majority  of the shares  entitled  to vote for the
election  of  directors  of such  other  corporation  shall  not be voted at any
meeting or counted in determining the total number of outstanding  shares at any
given time.

         Section 8.    Acceptance  of  Votes.  If the  name  signed  on a  vote,
consent,  waiver or proxy appointment  corresponds to the name of a shareholder,
the corporation shall be entitled to accept the vote,  consent,  waiver or proxy
appointment and give it effect as the act of the shareholder.

         If the name signed on a vote, consent, waiver or proxy appointment does
not correspond to the name of its shareholder,


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the  corporation  shall  nevertheless  be entitled to accept the vote,  consent,
waiver or proxy appointment and give it effect as the act of the shareholder if:

         (a) The  shareholder  is an entity and the name  signed  purports to be
    that of an officer or agent of the entity.

         (b) The name signed purports to be that of an administrator,  executor,
    guardian or conservator representing the shareholder.

         (c) The name  signed  purports  to be that of a receiver  or trustee in
    bankruptcy of the shareholder.

         (d) The name signed purports to be that of a pledgee,  beneficial owner
    or attorney-in-fact of the shareholder.

         (e)  Two  or  more  persons  are  the   shareholder   as  cotenants  or
    fiduciaries,  the name signed purports to be the name of at least one of the
    co-owners,  and the  person  signing  appears  to be acting on behalf of all
    co-owners.

         The corporation shall be entitled to reject a vote, consent,  waiver or
proxy if the secretary or other officer of agent  authorized to tabulate  votes,
acting in good faith,  has reasonable  basis for doubt about the validity of the
signature on it or about the signatory's authority to sign for the shareholder.


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                                  ARTICLE III

                               Board of Directors
                               ------------------

         Section 1.    General   Powers.   The   business  and  affairs  of  the
corporation shall be managed by its board of directors.

         Section 2.    Number,   Tenure  and   Classification.   The  number  of
directors  shall be ten,  divided  into three  classes,  three  directors  to be
designated  as Class A directors,  three  directors to be  designated as Class B
directors,  and four  directors to be designated  as Class C directors.  At each
annual  meeting,  directors  to replace  those whose terms expire at such annual
meeting  shall be elected,  each such  director  to hold office  until the third
annual  meeting next  succeeding his election and until his successor is elected
or until his death, resignation, retirement or removal.

         Section  3.   Regular Meetings.  A  regular  meeting  of the  board  of
directors shall be held without other notice than this bylaw immediately  after,
and at the same  place as,  the annual  meeting  of  shareholders.  The board of
directors may provide by resolution the time and place, either within or without
the State of Oregon,  for the holding of  additional  regular  meetings  without
other notice than such resolution.

         Section 4.    Special  Meetings.  Special  meetings  of  the  board  of
directors may be called by or at the request of the chairman of the board or any
two directors.  The person or persons authorized to call special meetings of the
board of  directors  may fix any place,  either  within or without  the State of
Oregon,  as the place for holding any special  meeting of the board of directors
called by them.

         Section 5.    Notice; Waiver. Notice of the time, date and place of any
special meeting shall be given at least ten days previously  thereto,  orally or
by written notice delivered personally or given by telegraph,  teletype or other
form of wire communication, or by mail or private carrier, to each director


                                     - 8 -
<PAGE>

at his business  address.  Oral notice shall be effective when  communicated  if
communicated in a comprehensible manner and written notice shall be effective at
the  earliest  of the  following:  (a) when  received,  (b) five days  after its
deposit in the United  States  mail,  as evidenced  by the  postmark,  if mailed
postpaid  and  correctly  addressed,  and (c) on the date  shown  on the  return
receipt, if sent by registered or certified mail, return receipt requested,  and
the receipt is signed by or on behalf of the director.  A director's  attendance
at, or  participation  in, a meeting shall constitute a waiver of notice of such
meeting,  except where a director at the  beginning of the meeting,  or promptly
upon  the  director's  arrival,  objects  to  holding  of  the  meeting  or  the
transacting  of  business at the  meeting  and does not  thereafter  vote for or
assent to action taken at the meeting.  A written  waiver of notice of a meeting
signed by the director or directors  entitled to such notice,  whether before or
after the time stated  therein,  which specifies the meeting for which notice is
waived  and  which is filed  with the  minutes  or  corporate  records  shall be
equivalent  to the giving of such notice.  Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the board of directors
need be specified in the notice or waiver of notice of such meeting.

         Section 6.    Quorum. A majority of the  number of  directors  fixed by
Section 2 of this Article III shall  constitute a quorum for the  transaction of
business  at any  meeting  of the  board of  directors,  but,  if less than such
majority  is present  at a meeting,  a majority  of the  directors  present  may
adjourn the meeting from time to time without further notice.

         Section 7.    Manner of Acting.  The affirmative  vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the board of directors.


                                     - 9 -
<PAGE>

         Section 8.    Vacancies.   Any  vacancy   occurring  in  the  board  of
directors,  including  a vacancy  resulting  from an  increase  in the number of
directors,  may be  filled  by the  board  of  directors  or,  if the  remaining
directors  constitute fewer than a quorum, by the affirmative vote of a majority
of all the remaining directors. The term of a director elected to fill a vacancy
shall expire at the next shareholders' meeting at which directors are elected.

         Section  9.   Presumption of  Assent.  A  director  who is present at a
meeting of the board of  directors at which  corporate  action is taken shall be
deemed to have assented to the action taken,  unless (a) the director objects at
the  beginning of the  meeting,  or promptly  upon the  director's  arrival,  to
holding the meeting or transacting  business at the meeting;  (b) the director's
dissent or  abstention  from the action  taken is entered in the  minutes of the
meeting; or (c) the director delivers written notice of dissent or abstention to
the  presiding  officer  of  the  meeting  before  its  adjournment  or  to  the
corporation  immediately after adjournment of the meeting. Such right to dissent
or abstain shall not apply to a director who voted in favor of such action.

         Section 10.   Removal of Directors.  All or any number of the directors
of the  corporation  may be removed,  with or without cause, 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 of the corporation.

         Section 11.   Compensation.  By  resolution  of the board of directors,
each director may be paid an annual fee as director and, in addition thereto,  a
fixed sum for attendance at each meeting of the board of directors and executive
committee or other  committees  and his  expenses,  if any, of attendance at any
such meeting. No such payment shall preclude any director


                                     - 10 -
<PAGE>

from serving the  corporation in any other  capacity and receiving  compensation
therefor.

         Section 12.   Retirement. Each director  shall retire from the board of
directors  on the  date of the  regular  quarterly  meeting  of  directors  next
following  the date on which he attains  the age of 72 and shall not be eligible
thereafter for reelection.

         Section 13.   Emeritus Director.  The board of  directors may elect one
or more  emeritus  directors to serve at the pleasure of the board of directors.
Persons  eligible to serve as emeritus  directors  shall be former  directors of
this corporation or of a predecessor corporation;  an emeritus director shall be
entitled to attend  meetings of the board of directors but shall not be entitled
to vote on any  matter  submitted  to the  board  of  directors.  The  board  of
directors shall fix the compensation to be paid each emeritus  director.  Notice
of any  meeting  of the  board of  directors  need  not be given to an  emeritus
director, and he shall not be counted for a quorum of the board of directors.

         Section 14.   Action Without a Meeting. Any action that may be taken by
the board of  directors  at a meeting  may be taken  without a meeting if one or
more consents in writing  describing  the action so taken shall be signed by all
the directors  and included in the minutes or filed with the  corporate  records
reflecting the action taken.

         Section 15.   Telephonic Meetings.  Meetings of the board of directors,
or of any committee  designated by the board of directors,  may be held by means
of  conference  telephone  or any  other  means of  communication  by which  all
directors participating in the meeting can hear each other simultaneously during
the meeting,  and such participation  shall constitute presence in person at the
meeting.


                                     - 11 -
<PAGE>

         Section 16.   Notification of Nominations. Nominations for the election
of  directors  may be made  by the  board  of  directors  or a  proxy  committee
appointed by the board of directors  or by any  shareholder  entitled to vote in
the election of directors  generally.  However, any shareholder entitled to vote
in the  election of  directors  generally  may  nominate one or more persons for
election as directors at a meeting only if written notice of such  shareholder's
intent to make such nomination or nominations has been given, either by personal
delivery or by United  States mail,  postage  prepaid,  to the  secretary of the
corporation  not later  than (i) with  respect to an  election  to be held at an
annual  meeting of  shareholders,  90 days in advance of such meeting,  and (ii)
with respect to an election to be held at a special meeting of shareholders  for
the election of  directors,  the close of business on the seventh day  following
the date on which  notice of such meeting is first given to  shareholders.  Each
such notice  shall set forth:  (a) the name and address of the  shareholder  who
intends to make the nomination and of the person or persons to be nominated; (b)
a  representation  that the  shareholder  is a holder  of record of stock of the
corporation  entitled to vote at such meeting and intends to appear in person or
by proxy at the  meeting to  nominate  the person or  persons  specified  in the
notice;  (c) a description of all  arrangements  or  understandings  between the
shareholder and each nominee and any other person or persons (naming such person
or persons)  pursuant to which the nomination or  nominations  are to be made by
the shareholder;  (d) such other information  regarding each nominee proposed by
such  shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange  Commission,  had the
nominee been nominated,  or intended to be nominated, by the board of directors;
and (e) the consent of each nominee to serve as a director of the corporation if
so


                                     - 12 -
<PAGE>

elected. The chairman of the meeting may refuse to acknowledge the nomination of
any person not made in compliance with the foregoing procedure.


                                   ARTICLE IV

                               Executive Committee
                               -------------------
                              and Other Committees
                              --------------------

         Section 1.    Appointment. The board of directors by resolution adopted
by a majority of the full board may appoint an executive committee to consist of
a chairman and two or more other directors.  The chairman of the committee shall
be a director and shall be selected by the board of  directors  from the members
of the executive committee. The designation of such committee and the delegation
thereto of authority shall not operate to relieve the board of directors, or any
member thereof, of any responsibility imposed by law.

         Section  2.   Authority.  The  executive committee,  when the  board of
directors is not in session,  shall have and may  exercise all the  authority of
the board of directors  except to the extent,  if any, that such authority shall
be limited by the resolution  appointing the executive committee and except also
that neither the  executive  committee  nor any other  committee of the board of
directors  appointed  pursuant  to Section 10 of this  Article IV shall have the
authority to (a) authorize distributions; (b) approve or propose to shareholders
actions required by the Act to be approved by  shareholders;  (c) fill vacancies
on the  board of  directors  or any of its  committees;  (d) amend  articles  of
incorporation;  (e) adopt,  amend or repeal bylaws; (f) approve a plan of merger
not requiring  shareholder  approval;  (g) authorize or approve reacquisition of
shares,  except  according  to a formula  or method  prescribed  by the board of
directors; or (h) authorize or approve the issuance or sale or contract for sale
of shares,  or determine the  designation and relative  rights,  preferences and
limitations of a class or


                                     - 13 -
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series of shares,  except that the board of directors  may authorize a committee
or a  senior  executive  officer  of  the  corporation  to do so  within  limits
specifically prescribed by the board of directors.

         Section 3.    Tenure and Qualifications.  Each member of the  executive
committee  shall hold office until the next regular  annual meeting of the board
of directors following his appointment and until his successor is appointed as a
member of the executive committee.

         Section 4.    Meetings;   Notice;   Waiver.  Regular  meetings  of  the
executive  committee or any other committee of the board of directors  appointed
pursuant  to Section 10 of this  Article IV may be held  without  notice at such
times and  places  as the  committee  may fix from  time to time by  resolution.
Special  meetings of the executive  committee or any such other committee may be
called by any member  thereof  upon not less than two days'  notice  stating the
place, date and hour of the meeting.  The provisions of Section 5 of Article III
shall  apply to the  method  for  giving of notice of  special  meetings  of the
executive  committee or any such other  committee and to the waiver of notice of
any such  meetings.  The notice of a meeting of the  executive  committee or any
such other  committee  need not state the business  proposed to be transacted at
the meeting.

         Section 5.    Quorum;  Manner of Acting.  A majority  of the members of
the executive  committee or any such other committee  shall  constitute a quorum
for  the  transaction  of  business  at any  meeting  thereof,  and the act of a
majority of the members  present at a meeting at which a quorum is present shall
be the act of the committee.

         Section 6.    Action Without a Meeting. Any action that may be taken by
the  executive  committee or any such other  committee at a meeting may be taken
without a meeting if one or more  consents in writing  describing  the action so
taken shall be


                                     - 14 -
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signed by all the members of the  committee  and  included in the minutes of the
committee or filed with the corporate records reflecting the action so taken.

         Section 7.    Vacancies. Any vacancy in the executive  committee or any
such other committee may be filled by a resolution  adopted by a majority of the
full board of directors.

         Section  8.   Resignations and  Removal.  Any  member of the  executive
committee or any such other committee may be removed at any time with or without
cause by resolution  adopted by a majority of the full board of  directors.  Any
member of the  executive  committee or any such other  committee may resign as a
member of the committee at any time by giving  written notice to the chairman of
the board or secretary  of the  corporation,  and,  unless  otherwise  specified
therein,  the acceptance of such  resignation  shall not be necessary to make it
effective.

         Section 9.    Procedure.  The chairman of the executive committee shall
be the presiding officer of the executive committee. The executive committee and
any such other committee shall fix its own rules of procedure which shall not be
inconsistent with these bylaws.  The committee shall keep regular minutes of its
proceedings and report the same to the board of directors for its information at
the meeting thereof held next after the proceedings shall have been taken.

         Section 10.   Appointment   of  Other   Committees  of  the  Board   of
Directors. The board of directors may from time to time by resolution adopted by
a majority of the full board,  create any other  committee or  committees of the
board of directors and appoint members of the board to serve thereon.  Each such
committee  shall have two or more  members  and, to the extent  specified by the
board of  directors,  may  exercise  the  powers  of the  board  subject  to the
limitations set forth in Section 2 of this Article IV.


                                     - 15 -
<PAGE>

         Section 11. Appointment of Other Committees.  The board of directors or
the executive  committee or, pursuant to the authority of the board of directors
or the  executive  committee,  the  chairman  of the board may from time to time
create and  appoint  any other  committee  or  committees,  or  subcommittee  or
subcommittees,  whether composed of directors,  officers or employees, with such
duties,  responsibilities  and  authority as may be  prescribed  by the board of
directors or the executive  committee,  or by the chairman of the board pursuant
to the authority of the board of directors or of the executive committee.

         Each  such  committee  or  subcommittee  shall  fix  its own  rules  of
procedure.  The board of directors,  the executive  committee or the chairman of
the board  with  respect  to any such  committee  or  subcommittee  created  and
appointed by him shall have power to change the members of any such committee or
subcommittee  at any time, to fill  vacancies and to dissolve any such committee
or   subcommittee   at  any  time.   Any  committee  may  appoint  one  or  more
subcommittees,  of its  own  members,  to  advise  with  such  committee,  or to
apportion the work of such committee.


                                   ARTICLE V

                                    Officers
                                    --------

         Section 1.    Number.  The  officers  of  the  corporation  shall  be a
chairman of the board,  a president  and chief  executive  officer,  one or more
executive   vice-presidents  and   vice-presidents   (the  number  of  executive
vice-presidents and vice-presidents to be determined by the board of directors),
a chief financial  officer,  a secretary and a treasurer,  each of whom shall be
appointed by the board of  directors.  The board of  directors  may from time to
time appoint such assistant officers as may be deemed necessary or desirable for
the business of the corporation.  Such assistant officers shall have such duties
as may be prescribed by the board of directors and shall serve at


                                     - 16 -
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the pleasure of the board of  directors.  Any two or more offices may be held by
the same person,  except the offices of chairman of the board or  president  and
chief executive officer and secretary.

         Section  2.   Appointment and  Term  of  Office.  The  officers  of the
corporation  shall be appointed  annually by the board of directors at the first
meeting  of the  board of  directors  held  after  each  annual  meeting  of the
shareholders.  If such  appointments  shall  not be made at such  meeting,  such
appointments  shall be made as soon  thereafter  as  conveniently  may be.  Each
officer shall hold office until his successor  shall have been duly appointed or
until his  death or until he shall  resign or shall  have  been  removed  in the
manner hereinafter provided.

         Section 3.    Removal.The board of directors  may remove any officer at
any time with or without cause.  The election or appointment of an officer shall
not of itself  create  contract  rights;  and the  resignation  or removal of an
officer shall not affect the contract rights,  if any, of the corporation or the
officer.

         Section  4.   Vacancies.  A  vacancy in any  office  because  of death,
resignation,  removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.

         Section 5.    Chairman of the Board. The chairman of the board shall be
a member of the board of directors and shall preside at meetings of the board of
directors and meetings of  shareholders.  He shall have general power to execute
deeds,  mortgages,  bonds,  contracts and other instruments for and on behalf of
the corporation,  except in cases where the execution thereof shall be expressly
delegated by the board of directors or by these bylaws to some other  officer or
agent of the corporation or shall be required by law to be otherwise


                                     - 17 -
<PAGE>

executed.  He may sign,  with the  secretary or any other proper  officer of the
corporation  thereunto  authorized by the board of directors,  certificates  for
shares of the corporation.  He shall perform such additional duties and exercise
such  authority  as from time to time may be assigned or delegated to him by the
board of directors.

         Section  6.   President. The  president  shall be the  chief  executive
officer  of the  corporation  and,  subject  to the  control  of  the  board  of
directors,  shall in general  supervise and control all the business and affairs
of the corporation. In the absence of the chairman of the board he shall preside
at meetings of the  shareholders.  He shall have general power to execute deeds,
mortgages,  bonds,  contracts  and  other  instruments  for and on behalf of the
corporation,  except in cases where the  execution  thereof  shall be  expressly
delegated by the board of directors or by these bylaws to some other  officer or
agent of the  corporation or shall be required by law to be otherwise  executed.
He may sign,  with the secretary or any other proper officer of the  corporation
thereunto  authorized by the board of directors,  certificates for shares of the
corporation. He shall perform such additional duties and exercise such authority
as from time to time may be assigned or  delegated to him by the chairman of the
board or the board of directors.

         Section 7.    Executive Vice-Presidents. The executive  vice-presidents
shall perform such duties and exercise  such  authority as from time to time may
be assigned or delegated to them by the president and chief  executive  officer,
or the board of  directors.  An  executive  vice-president  may  sign,  with the
secretary or any other proper officer of the corporation thereunto authorized by
the board of directors, certificates for shares of the corporation.

         Section 8.    Vice-Presidents. The vice-presidents  shall  perform such
duties and exercise such authority as from


                                     - 18 -
<PAGE>

time to time may be assigned or  delegated  to them by the  president  and chief
executive officer, an executive vice-president or the board of directors. One or
more  of  the  vice-presidents  may be  designated  senior  vice-president.  Any
vice-president  may sign,  with the secretary or any other proper officer of the
corporation  thereunto  authorized by the board of directors,  certificates  for
shares of the corporation.

         Section 9.    Chief  Financial  Officer.  The chief  financial  officer
shall be the principal financial officer of the corporation. He shall in general
perform  all duties  incident to the office of the chief  financial  officer and
such other  duties as from time to time may be assigned or  delegated  to him by
the president and chief executive officer, or the board of directors.

         Section 10.   Secretary.  The secretary  shall: (a) keep the minutes of
the shareholders'  and of the board of directors'  meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the  provisions  of these bylaws or as required by law; (c) be custodian of
the corporate  records and of the seal of the  corporation and see that the seal
of the  corporation is affixed to all documents the execution of which on behalf
of the corporation under its seal is duly authorized; (d) keep a register of the
post  office  address  of each  shareholder  which  shall  be  furnished  to the
secretary  by such  shareholder;  (e) sign with the  chairman of the board,  the
president  and  chief  executive  officer,  an  executive  vice-president  or  a
vice-president  certificates for shares of the corporation the issuance of which
shall have been  authorized by  resolution  of the board of directors;  (f) have
general  charge  of the  stock  transfer  books of the  corporation;  and (g) in
general  perform  all the duties  incident to the office of  secretary  and such
other duties as from time to time may be assigned to him by the


                                     - 19 -
<PAGE>

 president and chief executive officer, or the board of directors.

         Section 11.   Treasurer.  The  treasurer  shall:  (a) have  charge  and
custody of and be responsible  for all funds and securities of the  corporation;
receive and give receipts for moneys due and payable to the corporation from any
source whatsoever, and deposit all such moneys in the name of the corporation in
such  banks,  trust  companies  or other  depositaries  as shall be  selected in
accordance with the provisions of Article VI of these bylaws; and (b) in general
perform all the duties incident to the office of treasurer and such other duties
as from time to time may be assigned to him by the president and chief executive
officer,  the chief financial officer or the board of directors.  If required by
the  board of  directors,  the  treasurer  shall  give a bond  for the  faithful
discharge  of his  duties in such sum and with such  surety or  sureties  as the
board of directors shall determine.

         Section 12.   Salaries.  The salaries of the  officers  shall be  fixed
from time to time by the board of  directors  and no officer  shall be prevented
from  receiving  such salary by reason of the fact that he is also a director of
the corporation.


                                   ARTICLE VI

                      Contracts, Loans, Checks and Deposits
                      -------------------------------------

         Section 1.    Contracts.  The  board of  directors  may  authorize  any
officer or officers,  agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.

         Section  2.   Loans.  No loans  shall be  contracted on  behalf  of the
corporation and no evidences of indebtedness  shall be issued in its name unless
authorized by a resolution of the

                                     - 20 -
<PAGE>

board of  directors.  Such  authority  may be general or  confined  to  specific
instances.

         Section 3.    Checks,  Drafts, etc. All checks,  drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in the
name of the  corporation  shall be signed in such  manner as shall  from time to
time be determined by resolution of the board of directors.

         Section  4.   Deposits.  All  funds of the  corporation  not  otherwise
employed shall be deposited  from time to time to the credit of the  corporation
in such banks,  trust companies or other depositaries as the president and chief
executive officer or the chief financial officer of the corporation may select.


                                  ARTICLE VII

                   Certificates For Shares and Their Transfer
                   ------------------------------------------

         Section 1.    Certificates for Shares. Certificates representing shares
of the corporation  shall be in such form as shall be determined by the board of
directors.  Such certificates  shall be signed by the chairman of the board, the
president  and  chief  executive  officer,  an  executive  vice-president  or  a
vice-president  and  by  the  secretary  or  any  other  proper  officer  of the
corporation  thereunto  authorized by the board of directors and sealed with the
corporate  seal or a facsimile  thereof.  The signatures of such officers upon a
certificate may be facsimiles if the certificate is  countersigned by a transfer
agent, or registered by a registrar, other than the corporation itself or one of
its employees.  All certificates  for shares shall be consecutively  numbered or
otherwise  identified.  The name and  address  of the  person to whom the shares
represented  thereby  are  issued,  with the number of shares and date of issue,
shall  be  entered  on  the  stock  transfer  books  of  the  corporation.   All
certificates  surrendered to the  corporation for transfer shall be canceled and
no new


                                     - 21 -
<PAGE>

certificate  shall be issued until the former  certificate  for a like number of
shares shall have been surrendered and canceled, except as provided in Section 3
of this Article VII.

         Section 2.    Transfer of Shares. Transfer of shares of the corporation
shall be made only on the stock transfer books of the  corporation by the holder
of record  thereof  or by his legal  representative,  who shall  furnish  proper
evidence of authority to transfer,  or by his attorney  thereunto  authorized by
power of attorney duly executed and filed with the secretary of the corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares  stand on the books of the  corporation  shall be deemed by
the corporation to be the owner thereof for all purposes.

         Section  3.   Replacement of  Certificates.  In the  event of the loss,
theft,  mutilation or destruction  of any  certificate  for shares,  a duplicate
thereof may be issued and  delivered to the owner  thereof,  provided he makes a
sufficient  affidavit  setting forth the material  facts  surrounding  the loss,
theft,  mutilation or destruction of the original  certificate  and gives a bond
with corporate  surety to the corporation,  its officers and agents,  in an open
penalty amount  indemnifying the corporation,  its officers and agents,  against
any  losses,  costs and  damages  suffered  or  incurred by reason of such loss,
theft,  mutilation or destruction of the original  certificate  and  replacement
thereof.

         Section 4.    Transfer Agents and Registrars. The board of directors or
executive  committee may provide for transfer and  registration  of the stock of
the corporation in Portland, Oregon, and in such other place or places as may be
deemed advisable,  and for such purpose may appoint and change from time to time
the necessary  transfer agents and registrars.  In case there shall be more than
one  transfer  agent and more than one  registrar,  the  board of  directors  or
executive committee may


                                     - 22 -
<PAGE>

provide  for  the  interchange  of  certificates  countersigned  by the  several
transfer agents and registrars.  A transfer agent of the corporation may also be
designated as the dividend  disbursing agent of the corporation.  Resolutions of
the board of directors or executive  committee  appointing  transfer  agents and
registrars  shall  provide  for  such  terms  and  conditions  as may be  deemed
advisable,  including without limitation  provisions for  indemnification of the
transfer agents and registrars and  instructions to them by designated  officers
of the corporation.


                                  ARTICLE VIII

                                      Seal
                                      ----

         The board of directors  shall  provide a corporate  seal which shall be
circular in form and shall have  inscribed  thereon the name of the  corporation
and the state of incorporation and the words, "Corporate Seal."


                                   ARTICLE IX

                                   Fiscal Year
                                   -----------

         The  fiscal  year of the  corporation  shall  begin on the first day of
January and end on the thirty-first day of December in each year.


                                   ARTICLE X

                                   Amendments
                                   ----------

         These  bylaws  or any  portion  hereof  may be  amended  by a vote of a
majority of the full board of directors at any meeting of the directors.