<PAGE>
                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

                                  FORM 10-K

            [X]  Annual Report Pursuant to Section 13 or 15(d) of
                     The Securities Exchange Act of 1934

For the fiscal year ended December 31, 1995     Commission file number 0-3730

                         WILLAMETTE INDUSTRIES, INC.
           (Exact name of registrant as specified in its charter)

                  Oregon                           93-0312940
         (State of incorporation)                (I.R.S. Employer
                                              Identification No.)

         1300 S.W. Fifth Avenue, Suite 3800
         Portland, Oregon                            97201
    (Address of principal executive offices)       (Zip Code)

Registrant's telephone number, including area code:  (503) 227-5581

         Securities registered pursuant to Section 12(g) of the Act:
                        Common Stock, $.50 par value
                              (Title of class)
                       Preferred Stock Purchase Rights
                              (Title of class)

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes  X    No     
    
    Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
K or any amendment to this Form 10-K.  [  ]

    State the aggregate market value of the voting stock held by
non-affiliates of the registrant.


                     $2,811,770,000 at January 31, 1996


    Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of the latest practicable date.


            Class                   Outstanding at January 31, 1996
Common Stock, $.50 par value                 55,223,706 shares


                    DOCUMENTS INCORPORATED BY REFERENCE.
    Portions of the registrant's definitive proxy statement for its 1996
annual meeting of shareholders are incorporated by reference into Part III
hereof.

<PAGE>
                            CROSS REFERENCE SHEET
      Showing Location in Definitive Proxy Statement of Items Required
                                By Form 10-K


Item No         Form 10-K Caption             Definitive Proxy Statement
                                              Caption

Item 10         Directors and Executive       Election of Directors
                 Officers of the Registrant   Holders of Common Stock

Item 11         Executive Compensation        Executive Compensation
                                              Compensation Committee
                                               Interlocks and Insider
                                               Participation
                                              Compensation of Directors
                                              Employment Agreements

Item 12         Security Ownership of         Holders of Common Stock
                 Certain Beneficial
                 Owners and Management

Item 13         Certain Relationships and     Compensation Committee
                 Related Transactions          Interlocks and Insider
                                               Participation






<PAGE>
                                    INDEX


                                                                         Page
Part I

Item 1.  Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
         General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
         Business Segment Information. . . . . . . . . . . . . . . . . . . .1
         Pulp and Paper. . . . . . . . . . . . . . . . . . . . . . . . . . .2
         Converted Paper Products. . . . . . . . . . . . . . . . . . . . . .2
         Building Materials. . . . . . . . . . . . . . . . . . . . . . . . .3
         Timberlands . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
         Energy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
         Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
         Environmental Matters . . . . . . . . . . . . . . . . . . . . . . .4
Item 2.  Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Item 3.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . .7
Item 4.  Submission of Matters to a Vote of Security Holders . . . . . . . .8
         Executive Officers of the Registrant. . . . . . . . . . . . . . . .8

Part II

Item 5.  Market for Registrant's Common Equity
              and Related Stockholder Matters. . . . . . . . . . . . . . . .9
Item 6.  Selected Financial Data . . . . . . . . . . . . . . . . . . . . . 10
Item 7.  Management's Discussion and Analysis of
              Financial Condition and Results of Operations. . . . . . . . 11
Item 8.  Financial Statements and Supplementary Data . . . . . . . . . . . 16
Item 9.  Changes in and Disagreements with 
              Accountants on Accounting and Financial
              Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . 16

Part III

Item 10. Directors and Executive Officers of the Registrant. . . . . . . . 16
         (See Part I for Executive Officers of the Registrant)
Item 11. Executive Compensation. . . . . . . . . . . . . . . . . . . . . . 17
Item 12. Security Ownership of Certain Beneficial
              Owners and Management. . . . . . . . . . . . . . . . . . . . 17
Item 13. Certain Relationships and Related
              Transactions . . . . . . . . . . . . . . . . . . . . . . . . 17

Part IV

Item 14. Exhibits, Financial Statement Schedules and
              Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . . 17
         Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

         Index to Consolidated Financial Statements. . . . . . . . . . . . 20

         Index to Exhibits . . . . . . . . . . . . . . . . . . . . . . . . 38
<PAGE>
                                   PART I

Item 1.  Business

General

  Willamette Industries ("Willamette" or the "Company") was founded in 1906
as the Willamette Valley Lumber Co. in Dallas, Oregon.  In 1967, Willamette
Valley and several related firms merged to form Willamette Industries, Inc. 
Its stock has been publicly traded since 1968.

  Willamette is a diversified, integrated forest products company with 95
plants and mills manufacturing kraft liner, corrugating medium, bag paper,
fine paper, hardwood market pulp, specialty printing papers, corrugated
containers, business forms, cut sheet paper, paper bags, inks, lumber,
plywood, particleboard, medium density fiberboard, laminated beams, laminated
veneer lumber, wooden I-beams and other value-added wood products.  We own or
control 1,253,000 acres of forests.
  
  Willamette is a medium-sized firm in a very competitive industry consisting
of thousands of companies, some larger and more diversified, others much
smaller, producing only one or two products.  Very competitive conditions
exist in every industry segment in which the Company operates.  The Company
competes in its markets primarily through price, quality and service.

  The Company believes its strengths are its vertical integration; its
geographically diverse, modern, fiber- and energy-efficient facilities; its
concentration on a focused, related product range; its balance among building
materials, fine paper and unbleached paper manufacturing and an
organizational structure that encourages teamwork as well as individual
initiative.

  Willamette is listed in the FORTUNE 500.  The Company's common stock trades
on The Nasdaq Stock Market under the symbol: WMTT.

Business Segment Information

  The Company has two business segments.  The paper group manufactures and
sells pulp and paper products.  The building materials group manufactures and
sells wood products.  Sales and operating data for the paper group and
building materials group for the past five years is set forth in the five
year comparison captioned "Supplementary Business Segment Information"
located on page 26.  The Company has no foreign operations and is not
dependent on any one significant customer or group of customers. 
Approximately 95% of the Company's total output is sold domestically.
<PAGE>
Pulp and Paper

 Market pulp and fine paper
  Hardwood market pulp is manufactured at Hawesville, Kentucky; fine paper at
Hawesville; Johnsonburg, Pennsylvania; Kingsport, Tennessee and Marlboro
County, South Carolina.  We make 4.8% of the nation's hardwood market pulp,
which is sold to outside customers, and 7.7% of the nation's fine paper
production.

  Chips from nearby sawmills and plywood plants serve as the primary fiber
source.  Our timberlands in Tennessee and the Carolinas also serve as a
source of fiber.

Unbleached paper
  Four paper mills manufacture 5.0% of the nation's production of linerboard,
corrugating medium and bag paper.  Nearly all of the product is used or
traded for the needs of Willamette's box and bag manufacturing plants.

  In Louisiana, our sawmills, plywood plants and timberlands can provide 100%
of the chips needed by our linerboard mill; in Oregon, almost 100% of the
chip requirements could be provided from those sources.  

  Recycled fiber, in the form of used corrugated containers, provides
58.7% of our fiber needs.

Converted paper products

Office papers
  Seven business forms plants manufacture 8.8% of the nation's production of
forms.  These forms, mostly long-run continuous computer forms, along with
Willcopy(R), Willamette's photocopy and cut sheet printer paper produced at
our four cut sheet facilities, are marketed by 73 sales and distribution
centers.  Our cut sheets represent 9.5% of the nation's cut sheet production.

Corrugated containers and sheets
  Corrugated containers and sheets are manufactured by 32 plants, accounting
for 5.6% of the nation's corrugated box production.  Products range from
colorful store displays to eye-catching preprinted boxes; from sturdy wax
coated shipping containers to the plain brown box.  Corrugated containers are
marketed by our own sales force to a variety of industrial and agricultural
customers.

Bags
  Four bag plants make 14.4% of the nation's paper bags, marketed to grocery,
department, drug and hardware stores in the West and South by our sales
force.
<PAGE>
Building Materials

Structural panels and lumber
  Plywood products, totalling 6.6% of the nation's structural panel
production, are manufactured at 10 plants in Arkansas, the Carolinas,
Louisiana and Oregon.

  An oriented strand board (OSB) plant in Louisiana will begin production in
the first quarter of 1996.  The output of this plant will represent 2.0% of
the nation's OSB Production.

  Six sawmills manufacture 1.3% of the nation's lumber production.  

  Lumber and plywood products are marketed through independent wholesalers
and distributors throughout the U.S.

Composite board
  Four particleboard plants in Louisiana and Oregon manufacture 12.8% of the
nation's particleboard.  Three medium density fiberboard (MDF) plants in
Arkansas, Oregon and South Carolina made 19.7% of the nation's MDF in 1995. 
These plants produce value-added products including color-coated, woodgrain-
printed, fire-rated and moisture-resistant boards.

  Composite board products are sold nationwide through distributors, as well
as directly to cabinet and furniture manufacturers.

Engineered wood products
  Three laminated beam plants in Oregon and Louisiana account for 28.4% of
the nation's production.  Two laminated veneer lumber (LVL) plants and one
wooden I-beam plant, all located in Oregon, manufactured 5.3% and 5.2% of the
nation's total production for each respective product in 1995.  Engineered
wood products, both stock and custom made, are sold nationwide and
internationally.

Timberlands

  Willamette's 1,253,000 acres of timberland supply approximately 40% of our
long-term log needs.  The remainder is purchased through government and
private timber sales and open market purchases.  In Oregon, we are able to
provide approximately 70% of our log needs from our own timberlands.  We own
or control cutting rights on 572,000 acres in Louisiana, Arkansas and Texas;
337,000 acres in Oregon; 188,000 acres in Tennessee and 156,000 acres in the
Carolinas.  We continually look for opportunities to expand our fee timber
base and make purchases when it is profitable to do so.

Energy

  Through cogeneration, the burning of waste materials and the recycling of
spent pulping liquors, Willamette's manufacturing facilities are able to
generate 60% of their total energy needs.
<PAGE>
Employees

  Willamette employs approximately 13,180 people, of whom about 52% are
represented by labor unions with collective bargaining agreements. 
Agreements covering approximately 2,060 employees were negotiated in 1995. 
Agreements involving about 1,540 hourly employees are subject to renewal in
1996.  In excess of 46% of all salaried employees have been with the Company
more than twelve years.

Environmental Matters

  See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Other Matters" for a discussion of the effect on the
Company of laws relating to environmental matters.

Item 2.  Properties

Manufacturing Facilities

  The following table sets forth information regarding the Company's
95 manufacturing facilities at December 31, 1995:

       Facility                          Annual Production                    
       --------                          -----------------
                                             M Square Ft.                     
                                             (3/8" Basis)
Western Plywood (3 Plants)   
  Dallas, Oregon                                151,000
  Foster, Oregon                                 97,000
  Springfield, Oregon                           122,000
                                              ---------
    Total Western Plants                        370,000
                                              ---------

Southern Plywood (5 Plants)
  Dodson, Louisiana                             223,000
  Emerson, Arkansas                             235,000
  Ruston, Louisiana                             172,000
  Taylor, Louisiana                             208,000
  Zwolle, Louisiana                             214,000
                                              ---------
    Total Southern Plants                     1,052,000
                                              ---------

Atlantic Plywood (2 Plants)
  Chester, South Carolina                       250,000
  Moncure, North Carolina                       130,000
                                              ---------
    Total Atlantic Plants                       380,000
                                              ---------
                                                      (1995 Production-
                                                       1,786,000 M)
      Total Plywood                           1,802,000
                                              ---------

Oriented Strand Board
  Arcadia, Louisiana (1)                        249,000
                                              ---------
                                                       
      Total Structural Panels                 2,051,000
                                              =========
<PAGE>
Western Lumber (4 Mills)                     M Board Ft
  Coburg, Oregon                                107,000
  Dallas, Oregon                                 88,000
  Lebanon, Oregon-2 mills                       118,000
                                              ---------
    Total Western Mills                         313,000
                                              ---------

Southern Lumber (2 Mills)
  Dodson, Louisiana                              62,000
  Zwolle, Louisiana                              50,000
                                              ---------
    Total Southern Mills                        112,000
                                              ---------
                                                       (1995 Production-
      Total Lumber                              425,000  430,000 M)           
                                              =========

                                           M Square Ft
Particleboard (4 Plants)                  (3/4" Basis)
  Albany, Oregon                                206,000
  Bend, Oregon                                  160,000
  Lillie, Louisiana                             111,000
  Simsboro, Louisiana                            94,000
                                              ---------
                                                       (1995 Production-
    Total Particleboard                         571,000  578,000 M)
                                              =========

                                           M Square Ft
Medium Density Fiberboard (3 Plants)       (3/4" Basis)
  Bennettsville, South Carolina                 129,000
  Eugene, Oregon (1)                             43,000
  Malvern, Arkansas                             124,000
                                              ---------
                                                       (1995 Production-
    Total MDF                                   296,000  221,000 M)
                                              =========

Engineered Wood Products (6 Plants)                         
  Laminated Beams                            M Board Ft
    Saginaw, Oregon                              26,000
    Simsboro, Louisiana                           8,000
    Vaughn, Oregon                               59,000
                                              ---------
                                                       (1995 Production-
      Total Laminated Beams                      93,000  80,000 M)
                                              =========
<PAGE>
  Laminated Veneer Lumber                    Cubic Ft.   
    Albany, Oregon (2)                          614,000  
    Winston, Oregon                           1,592,000(1995 Production-
                                              ---------
      Total LVL                               2,206,000  1,595,000 CF)
                                              =========

  Structural I-Beams                       M Lineal Ft.
    Woodburn, Oregon                             31,000(1995 Production-
                                              =========
                                                         24,000 M)
Other Divisions (5 Facilities)
  Coburg Veneer                          Coburg, Oregon
  Custom Products                        Albany, Oregon
  Custom Services                    Sweet Home, Oregon
  Lebanon Machine                       Lebanon, Oregon
  Remanufactured Lumber                 Lebanon, Oregon
<PAGE>
Pulp and Paper (9 Mills)                        Tons
  Unbleached:
    Albany, Oregon                              501,000
    Campti, Louisiana                           797,000
    Hawesville, Kentucky                        178,000
    Oxnard, California                          194,000(1995 Production-
                                              ---------
                                              1,670,000  1,608,000 Tons)
                                              ---------

  Market Pulp and Fine Paper:                   Tons
    Hawesville, Kentucky                                
      Market Pulp                               163,000 
      Fine Paper                                202,000
    Johnsonburg, Pennsylvania                   337,000
    Kingsport, Tennessee                        212,000
    Marlboro County, South Carolina             283,000(1995 Production-
                                              ---------
                                              1,197,000  1,110,000 Tons)
                                              ---------
        Total Pulp and Paper                  2,867,000(1995 Production-
                                              =========
                                                         2,718,000 Tons)
Corrugated Containers and Sheets(32 Plants)M Square Ft
  Aurora, Illinois                              939,000
  Beaverton, Oregon                             820,000
  Bellevue, Washington                          674,000
  Bellmawr, New Jersey                          739,000
  Bowling Green, Kentucky                       735,000
  Cerritos, California                          882,000
  Compton, California                           695,000
  Dallas, Texas                                 900,000
  Delaware, Ohio                                626,000
  Elk Grove, Illinois                           442,000
  Fort Smith, Arkansas                          860,000
  Fridley, Minnesota                            948,000
  Golden, Colorado                              684,000
  Griffin, Georgia                            1,000,000
  Huntsville, Alabama                           860,000
  Indianapolis, Indiana                         700,000
  Kansas City, Kansas                           801,000
  Lincoln, Illinois                             431,000
  Louisville, Kentucky                          452,000
  Lumberton, North Carolina                     596,000
  Maryland Heights, Missouri                    742,000
  Matthews, North Carolina                      443,000
  Memphis, Tennessee                             54,000
  Moses Lake, Washington                        791,000
  Newton, North Carolina                        468,000
  Sacramento, California                        706,000
  San Leandro, California                     1,193,000
  Sanger, California                            857,000
  Sealy, Texas                                  748,000
  St. Paul, Minnesota                           555,000
  Warrensville Heights, Ohio                    109,000
  West Memphis, Arkansas                        845,000(1995 Production-
                                              ---------
    Total Corrugated Containers              22,295,000  20,810,000 M)
                                             ==========

Business Forms (7 Plants)                       Tons
  Cerritos, California                           57,000
  Dallas, Texas                                  55,000
  Dubois, Pennsylvania                           18,000
  Indianapolis, Indiana                          72,000
  Langhorne, Pennsylvania                        58,000
  Rock Hill, South Carolina                      60,000
  West Chicago, Illinois                         62,000
                                              ---------
                                                       (1995 Production-
    Total Business Forms                        382,000  337,000 Tons)
                                              =========

Cut Sheets and Other Converting (4 Plants)      Tons
  DuBois, Pennsylvania                          105,000
  Kingsport, Tennessee                          109,000
  Owensboro, Kentucky                            87,000
  Tatum, South Carolina                          93,000
                                              ---------
                                                       (1995 Production-
    Total Cut Sheets                            394,000  333,000 Tons)
                                              =========
                                                                           
Kraft Bags and Sacks (4 Plants)               Tons
  Beaverton, Oregon                              51,000
  Buena Park, California                         40,000
  Dallas, Texas                                  26,000
  North Kansas City, Missouri                    21,000
                                              ---------
                                                       (1995 Production-
    Total Kraft Bags and Sacks                  138,000  131,000 Tons)
                                              =========
                                                                           
Preprinted Linerboard (2 Plants)         M Square Ft 
  Richwood, Kentucky                            411,000     
  Tigard, Oregon                                490,000
                                              ---------
                                                       (1995 Production-
    Total Preprinted Linerboard                 901,000  667,000 M)
                                              =========
                                                                           
Inks and Specialty Products(2 Plants)         Tons
  Beaverton, Oregon                               3,000
  Delaware, Ohio                                  3,000
                                              ---------
                                                       (1995 Production-
    Total Inks                                    6,000  6,000 Tons)
                                              =========

(1)  Production to begin in first quarter of 1996.  Annual production
capacity is estimated to be 350,000 MSF on a 3/8" basis.

(2)  Production to begin in summer of 1996.  Annual Production capacity is
estimated to be 1,600,000 cubic feet.

Timberlands

  For information respecting the Company's timberlands, see "Business--
Timberlands."

Item 3.  Legal proceedings

  There are no material legal proceedings pending as of the date hereof.

Item 4.  Submission of Matters to a Vote of Security Holders

  There were no matters submitted to a vote of security holders during the
fourth quarter of the year ended December 31, 1995.

                    Executive Officers of the Registrant

  The executive officers of the Company are elected annually by the board of
directors.  At February 8, 1996, the executive officers of the Company, their
ages at December 31, 1995, and their positions with the Company were as
follows:

     Name                    Age                  Position
                                       
Steven R. Rogel               53             President and chief executive
                                             officer

William P. Kinnune            56             Executive vice president-
                                             corrugated containers and bags

Michael R. Onustock           56             Executive vice president-pulp
                                             and fine paper marketing

J. A. Parsons                 60             Executive vice president and
                                             chief financial officer,
                                             secretary and treasurer

Floyd Vike                    60             Executive vice president-
                                             building materials group

  Each executive officer has been employed by the Company in his present or
in another managerial capacity for more than five years.
<PAGE>
                                   PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder
Matters

  The Company's common stock trades on The Nasdaq Stock Market under the
symbol: WMTT.  At December 31, 1995, there were approximately 6,200 holders
of record of the Company's common stock.  The following table shows for the
periods indicated the high and low closing sales prices of, and the per share
dividends paid on, the Company's common stock in each case as adjusted for
stock splits.


                        1995                       1994        
              ------------------------       ------------------
                              Closing                  Closing
                Dividends      Price         Dividends  Price
                  Paid        High-Low          Paid   High-Low
              -----------     --------       --------- --------
1st Quarter....     $0.27     55-46 3/4         $0.24  59-45 3/4
2nd Quarter....      0.27     56 1/4-48 1/4      0.24  49 1/2-42 3/4
3rd Quarter....      0.30     72 3/8-55 1/2      0.24  52-41 1/2
4th Quarter....      0.30     66 1/2-54 1/4      0.24  50 3/4-41


  A dividend of $.31 per share was declared on the common stock for the first
quarter of 1996 representing an indicated annual dividend rate of $1.24 per
share.  The Company expects to continue paying regular cash dividends,
although there is no assurance as to future dividends as they are dependent
on earnings, capital requirements and financial condition.
<PAGE>
<TABLE>
<CAPTION>

Item 6.  Selected Financial Data

  The following table shows selected financial data for the Company for the periods indicated:
  ----------------------------------------------------------------------
  Financial Results
   (dollar amounts, except per share amounts, in thousands)
<S>                                             <C>            <C>           <C>          <C>          <C>
                                                      1995         1994         1993         1992         1991
                                                                                         
   Net sales.....................................$  3,873,575    3,007,949    2,622,237    2,372,396    2,004,501
   ===============================================================================================================
   Cost and expenses:
   Depreciation, amortization and cost
      of fee timber harvested.....................    249,165      217,252      194,202      173,784      151,258
   Materials, labor and other operating expenses..  2,528,570    2,239,185    1,997,246    1,833,919    1,563,939
                                                   ---------------------------------------------------------------
       Gross profit...............................  1,095,840      551,512      430,789      364,693      289,304
   Selling and administrative expenses............    201,784      184,699      174,413      167,094      145,329
                                                   ---------------------------------------------------------------
       Operating earnings.........................    894,056      366,813      256,376      197,599      143,975
   Interest expense...............................     71,050       71,513       63,290       66,422       63,263
   Other income (expense).........................        798       (6,377)      (3,918)      (1,725)      (7,103)
                                                  ----------------------------------------------------------------
       Earnings before taxes......................    823,804      288,923      189,168      129,452       73,609
   Provision for income taxes.....................    309,000      111,300       78,500       47,900       27,800
                                                  ----------------------------------------------------------------
       Earnings before accounting changes.........    514,804      177,623      110,668       81,552       45,809
   Accounting changes.............................       -            -          26,364         -            -   
                                                  ----------------------------------------------------------------
       Net earnings ..............................    514,804      177,623      137,032       81,552       45,809
   Cash dividends paid............................     62,874       52,807       48,213       45,200       40,715
   Earnings retained in the business..............    451,930      124,816       88,819       36,352        5,094
   Capital expenditures...........................    453,523      393,161      386,864      367,173      244,373
   ===============================================================================================================
   Financial Condition
   Working capital...............................$    359,258      138,528      157,576      157,822      147,194
   Long-term debt (non-current portion)...........    790,210      915,797      941,710      843,618      746,622
   Stockholders' equity...........................  1,846,890    1,387,865    1,257,870    1,164,828      994,460
   Total assets...................................  3,413,555    3,033,398    2,804,553    2,527,416    2,219,067
   ===============================================================================================================
   Common Stock
   Number of stockholders (beneficial)............     19,000       17,000       14,000       11,500       10,500
   Shares outstanding (in thousands) (1)..........     55,224       55,036       54,897       54,770       50,962
   ===============================================================================================================
   Per Share(1)
   Earnings before accounting changes............$       9.34         3.23         2.02         1.52         0.90
   Accounting changes ............................        -            -            .48          -            -  
                                                  ----------------------------------------------------------------
     Net earnings ................................       9.34         3.23         2.50         1.52         0.90
   Cash dividends paid ...........................       1.14          .96         0.88         0.84         0.80
   Stockholders' equity ..........................      33.44        25.22        22.91        21.27        19.51
   ===============================================================================================================
   Financial Returns
   Percent return on equity before accounting
     changes (2)..................................       37.1%       14.1%         9.5%         8.2%         4.6%
   Percent return on net sales before accounting
     changes .....................................       13.3%        5.9%         4.2%         3.4%         2.3%
   ===============================================================================================================
   Employment
   Number of employees............................     13,180      12,260       12,040       12,000       11,350
   Wages, salaries and cost of employee benefits $    627,835     580,561      551,172      507,469      451,770
   ===============================================================================================================


   (1) All share and per share amounts have been adjusted for stock splits.
   (2) Calculated on stockholders' equity at the beginning of the year.
</TABLE>
<PAGE>
Item 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

  Paper products markets tend to follow general economic conditions.  The
sales and earnings of the building materials business are closely related to
new housing starts, remodeling activity and to the availability and terms of
financing for construction.  The cost of wood fiber, the basic raw material
for both industry segments, is sensitive to various supply and demand
factors, including environmental issues affecting log supply.

Results of Operations 1995 vs. 1994

Net sales increased 28.8% in 1995 compared with 1994.  Paper products sales
increased 49.0% as selling prices increased by 30.0% or more in all paper
products lines.  Except for grocery bags and corrugated containers shipments,
unit sales volumes increased by 5.7% or more in all other paper products
lines.  Grocery bag and corrugated container shipments were down 11.7% and
2.5% respectively from 1994 mainly due to exceptionally strong demand for
these products during 1994.  During the fourth quarter of 1995, selling
prices for all paper products lines declined from the record levels achieved
in the third quarter of 1995 and this trend appears to be continuing as we
enter the first quarter of 1996.

Building materials sales decreased 5.2% in 1995 compared with 1994 mostly due
to lower unit shipments of at least 3.7% in all building materials product
lines.  Unit shipments declined primarily due to weaker building materials
markets, downtime taken associated with the completion of capital expansion
projects and the closure of the Sweet Home, Oregon plywood plant in the
fourth quarter of 1994.  Except for lumber, selling prices in all other
building materials product lines were higher in 1995 than 1994; however,
prices in the fourth quarter of 1995 were lower in all product lines than for
the first three quarters of 1995.

The gross profit margin was 28.3% for 1995 compared with 18.3% for 1994. 
Paper products gross margins increased to 30.6% in 1995 compared with 13.8%
for 1994 reflecting improved selling prices for all paper products lines and
improved unit sales volumes in all fine paper products lines.  Paper products
gross margins also improved because 1995 costs were not impacted by the
start-up costs incurred in 1994 for the installation of a new pulping
facility and paper machine at the Company's Johnsonburg, Pennsylvania mill. 
Another significant improvement to gross margins in 1995 was the start-up of
the second linerboard machine at Campti, Louisiana which allowed the Company
to replace linerboard previously purchased outside with internally produced
product at a much lower cost.  Partially offsetting the increase in gross
margins was the escalation of old corrugated container (OCC) prices.  Prices
for OCC, a raw material used in the manufacture of paper, increased 47.3%
compared with 1994.

Building materials gross profit margins decreased to 22.9% compared with
25.9% in 1994.  The drop in building materials margins is mainly due to
decreases in unit shipments coupled with higher log costs and increased glue
and resin costs.  Log costs in 1995 increased 8.8% over costs from 1994.  The
cost of glue and resin, raw materials used in the manufacture of plywood and
composite board products, increased 16.8% in 1995 over 1994.

Selling and administrative expenses declined to 5.2% of net sales in 1995
compared with 6.1% for 1994.  The drop was due to higher net sales as selling
and administrative expenses increased 9.3% between 1995 and 1994 mainly due
to expansion of the Company's operations.

Other income(expense) was $.8 million in 1995 versus $(6.4) million for 1994. 
The expense in 1994 was mostly due to the closure of the Sweet Home, Oregon
plywood plant with a related charge of $5.0 million.

Interest expense was $71.0 million in 1995 compared with $71.5 million in
1994.  Because the Company's average outstanding debt decreased $105.2
million between 1995 and 1994, gross interest was $77.2 million in 1995
versus $80.8 million in 1994.  Capitalized interest declined to $6.2 million
in 1995 versus $9.3 million in 1994.  The weighted average interest rate of
all debt was 7.67% at December 31, 1995 compared with 7.75% at December 31,
1994.

Results of Operations 1994 vs. 1993
                                      
  Net sales increased 14.7% in 1994 compared to 1993.  Paper products sales
increased 18.4% as unit volume sales increased in all paper products lines. 
Unbleached paper products selling prices improved significantly throughout
1994 as demand for these products was strong while available supplies grew at
a far slower pace.  In addition, demand for linerboard grew in export markets
further tightening supply.  In fine paper products, hardwood market pulp
prices trended upward throughout 1994.  Average sales price realizations for
other fine paper products trended down through the second quarter of 1994. 
In the second half of 1994, a favorable upward trend in fine paper products
sales prices boosted the average realization for fine paper prices in the
fourth quarter of 1994 to 13.6% above levels from the same period in 1993.

  Building materials sales were up 8.9% compared with 1993 as average sales
price realizations increased for all building materials product lines.  Both
particleboard and MDF average sales prices increased in excess of 15.0% in
1994 as compared with 1993.  Sales volumes increased for both particleboard
and MDF, however plywood experienced slight volume declines due to the
continuing reduction in the availability of federal timber in the Pacific
Northwest.

  As the federal government owns nearly 60% of the commercial timberland in
Oregon, preservationists' pressures that have stopped federal timber sales
have caused a significant reduction in available timber supply.  State and
private timber supply is inadequate to fill the shortfall.  This resulted in
many mill closures at a time when product demand was increasing, creating
supply-related pressures on lumber and plywood prices.  In October 1994, the
Company closed its Sweet Home, Oregon plywood plant due to the reduced
availability of federal timber.  No additional plant closures are anticipated
in the immediate future.

  Gross profit margins increased to 18.3% in 1994 from 16.4% in 1993.  Paper
products gross margins increased to 13.8% from 11.6% in 1993 reflecting
improved selling prices in the last half of 1994.  This improvement was
tempered by start-up costs associated with a new pulping facility and paper
machine at the Johnsonburg, Pennsylvania mill.  In addition, margins were
also pressured as the prices for old corrugated containers increased 68.5%
from 1993.

  Building materials gross profit margins increased to 25.9% compared with
23.9% in 1993.  The improvement in building materials margins was due mainly
to increases in average sales price realizations for all product lines. 
However, the Company continued to experience increasing raw material costs
due to environmental and supply and demand factors.  The cost of resin and
glue increased significantly from 1993.

  Selling and administrative expenses declined to 6.1% of net sales compared
with 6.7% in 1993.  The decline was due primarily to additional net sales as
selling and administrative expenses increased 5.9% between the two periods.

  Other income(expense) was $(6.4) million in 1994 compared with $(3.9)
million in 1993.  The increased expense was due primarily to a charge of $5.0
million ($.06 per share, after-tax) for the closure of the Sweet Home, Oregon
plywood plant recorded in the third quarter of 1994.

  Interest expense increased to $71.5 million in 1994 compared with $63.3
million in 1993.  Although the Company's average outstanding debt increased
$98.7 million between the two periods, gross interest was $80.8 million in
1994 versus $79.2 million in 1993 as the Company's effective interest rate on
average outstanding debt declined from 8.1% in 1993 to 7.5% in 1994. 
Capitalized interest declined from $15.9 million in 1993 to $9.3 million in
1994.  The weighted average interest rate of all debt was 7.75% at December
31, 1994 compared with 7.31% at December 31, 1993.

  The overall effective income tax rate declined to 38.5% in 1994 from 41.5%
in 1993.  The federal corporate income tax rate increased in 1993 which
required an increase in the deferred tax liability account and a
corresponding charge to earnings in the amount of $5.9 million or $.11 per
share.

Liquidity and Capital Resources

  Willamette generates funds internally via net earnings adjusted for non-
cash charges against earnings such as depreciation, cost of fee timber
harvested and deferred income taxes.  Funds generated externally have usually
been through debt financing.

  In 1995, cash flows from operating activities were $717.2 million and
represented an increase of 80.7% over comparable cash flows in 1994.  This
increase was primarily due to additional net earnings.  In addition to
completely funding capital expenditures for 1995, increased operating cash
flows allowed the Company to reduce its debt outstanding by $195.9 million. 
Significant debt transactions since December 31, 1994 include the retirement
of a $100.0 million note with a 9.55% interest rate due in April of 1995 and
the repayment of $75.0 million of the $100.0 million bank term loan.  As a
result of strong cash flows in 1995, the total debt-to-capital ratio was
32.0% at December 31, 1995 compared with 43.5% at December 31, 1994.

  Net working capital increased to $359.3 million at December 31, 1995 from
$138.5 million at December 31, 1994.  The increase is primarily due to
increases in inventories and receivables coupled with a reduction in short-
term notes payable of $49.0 million.  Inventories increased $135.3 million
mostly due to quantities being unusually low at December 31, 1994, the
acquisition of the Kingsport, Tennessee paper mill and higher prices for the
Company's non-manufactured inventories.  Receivables increased $31.0 million
from December 31, 1994 due to higher sales and a slight increase in the
number of days sales outstanding.

  The Company is continually making capital expenditures at its manufacturing
facilities to improve fiber utilization, labor efficiency and to expand
production.  In 1995, the Company made such capital expenditures of $412.0
million.

  During 1995 the following major capital projects were completed:

      >    Construction of a second linerboard machine at the paper mill in
           Campti, Louisiana which began production in February, 1995.

      >    Construction of a gas turbine cogeneration facility at the Albany,
           Oregon paper mill.

      >    Upgrade and rebuild to three specialty paper machines at the
           Johnsonburg, Pennsylvania fine paper mill.

      >    Upgrade and expansion to the paper machine at Oxnard, California.

      >    Expansion of the cut sheet facility at Owensboro, Kentucky with a
           12-pocket sheeter.

      >    Acquisition of the Kingsport, Tennessee fine paper mill in May,
           1995.
 
  Major capital projects underway at December 31, 1995 include the following:
 
      >    Conversion of the Eugene, Oregon particleboard plant to
           manufacture medium density fiberboard.

      >    Construction of an oriented strand board facility in Arcadia,
           Louisiana.
 
      >    Expansion of pulping capacity at the Marlboro County, South
           Carolina fine paper mill.

      >    New fine paper machine and related pulping capacity at Hawesville,
           Kentucky.

      >    Upgrades to the chemical and fiber recovery areas at the
           Kingsport, Tennessee fine paper mill.

      >    Expansion of secondary fiber capacity at the paper mill in Campti,
           Louisiana.

      >    Construction of a new laminated veneer lumber and custom products
           plant in Albany, Oregon.
   
  The cost of all major capital projects in progress at December 31, 1995 is
estimated to be approximately $922.9 million of which $179.3 million has
already been spent.  These projects will be funded with internally generated
cash flows and with external borrowings if needed.  The Company believes it
has the resources available to meet its liquidity requirements through
internally generated cash flows, short-term borrowings and revolving credit
agreements which could be arranged with a number of banks.  In addition, in
April 1994, the Company registered, under the Securities Act of 1933, senior
debt securities totaling $200 million.  As of December 31, 1995, none of
these debt securities had been issued.

  In August 1995, the Board of Directors of the Company authorized the
repurchase of up to $100.0 million of the Company's common stock.  During
1995, the Company purchased 50,000 share of its common stock for $2.7
million.

Other Matters

  The Company believes it is in substantial compliance with federal, state
and local laws regarding environmental quality.  

  The Environmental Protection Agency (EPA) has issued proposed rules
regarding air and water quality referred to as the "cluster rules".  These
rules are currently undergoing public review and if not modified would be
extremely onerous to the paper industry  with a potential financial impact
estimated in excess of $11 billion in capital spending to comply with the
proposed rules.  This level of regulation is not justified on either an
environmental impact or cost benefit basis and it is hoped compromise can be
reached lessening the severity of the rules.

  In addition to the impact of the cluster rules on pulp and paper mills, the
Company's other operations are faced with increasingly stringent
environmental regulations.  Based upon regulations either enacted or
proposed, the Company estimates that over the next five years additional
capital expenditures which are not yet in process to comply with
environmental regulations will not exceed $125 million.  Although future
environmental capital expenditures cannot be predicted with any certainty
because of continuing changes in laws, we believe that compliance with such
environmental regulations will not have a material adverse effect upon the
Company's competitive position.

  Much attention has been given to the controversy concerning
preservationists' efforts to stop the harvest of timber from Federal
timberlands in the Northwest.  Concurrent with these efforts have come
increased regulations, limitations and restrictions on the harvest of timber
from privately-owned timberlands.  Current rules and regulations do not
significantly impact the Company's ability to manage its Oregon timberland on
a sustained yield basis.

  Over the years, inflation has resulted in replacement costs higher than
those originally needed to purchase existing plants and equipment.  Advancing
technology and environmental concerns also contribute to higher costs. 
Productivity gains, because of technological improvements, may partially
offset these increased costs.  Our use of LIFO to value inventories allows us
to include these inflationary costs in the cost of sales.

Item 8.  Financial Statements and Supplementary Data

   The financial statements and supplementary data filed as part of this
report follow the signature pages of this report.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures

   None.

                                  PART III

Item 10.  Directors and Executive Officers of the Registrant

   Information regarding (i) directors of the Company is set forth in the
Company's definitive proxy statement (the "Proxy Statement") for its 1996
annual meeting of shareholders, under the heading "Election of Directors" and
(ii) the failure by a director of the Company to file, on a timely basis, one
report required by Section 16(a) of the Securities Exchange Act of 1934, is
set forth in the last paragraph under "Holders of Common Stock" in the Proxy
Statement, which information is incorporated herein by reference. 
Information regarding the executive officers of the Company is set forth
under the heading "Executive Officers of the Registrant" in Part I of this
report.

Item 11.  Executive Compensation

   Information regarding compensation of directors and executive officers of
the Company is set forth in the Proxy Statement under the headings "Executive
Compensation," "Compensation Committee Interlocks and Insider Participation,"
"Compensation of Directors" and "Employment Agreements."  Such information is
incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

   Information regarding security ownership of management and certain other
beneficial owners is in the Proxy Statement under the heading "Holders of
Common Stock" which information is incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions

   Information regarding certain relationships and related transactions is
set forth in the Proxy Statement under the heading "Compensation Committee
Interlocks and Insider Participation" which information is incorporated
herein by reference.

                                   PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on
Form 8-K.

(a) 1. and 2.  For a list of the financial statements filed herewith, see the
               index to consolidated financial statements following the
               signature pages of this report.

(a) 3.         For a list of the exhibits filed herewith, see the index to
               exhibits following the financial statements filed with this
               report.  Each management contract or compensatory plan or
               arrangement required to be filed as an exhibit to this report
               is identified in the list.

(b)            Reports on Form 8-K.

               No reports on Form 8-K were filed for the quarter ended
               December 31, 1995.
<PAGE>
                                 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                        WILLAMETTE INDUSTRIES, INC.
                                             (Registrant)

                                        By/s/ J. A. PARSONS
Dated:  February 8, 1996                     (J. A. Parsons)
                                             Executive Vice President

 Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on February 8, 1996, by the following persons on
behalf of the registrant in the capacities indicated.


    Signature                              Title
    ---------                              -----
Principal Executive Officer
  and Director

/s/ STEVEN R. ROGEL              President and Chief Executive Officer
    (Steven R. Rogel)            and Director

Principal Financial Officer

/s/ J. A. PARSONS                Executive Vice President and
    (J. A. Parsons)              Chief Financial Officer, Secretary and
                                 Treasurer

Principal Accounting Officer

/s/ DUANE C. MCDOUGALL           Vice President-Controller
    (Duane C. McDougall)


/s/ WILLIAM SWINDELLS            Chairman of the Board
    (William Swindells)


/s/ C. M. BISHOP                 Director
    (C. M. Bishop)


/s/ GERARD K. DRUMMOND           Director
    (Gerard K. Drummond)


/s/ E. B. HART                   Director
    (E. B. Hart)

/s/ C. W. KNODELL                Director
    (C.W. Knodell)


/s/ PAUL N. MCCRACKEN            Director
    (Paul N. McCracken)


/s/ STUART J. SHELK, JR.         Director
    (Stuart J. Shelk, Jr.)


/s/ ROBERT M. SMELICK            Director
    (Robert M. Smelick)


/s/ SAMUEL C. WHEELER            Director
    (Samuel C. Wheeler)


/s/ BENJAMIN R. WHITELEY         Director
    (Benjamin R. Whiteley)
<PAGE>
Index to Consolidated Financial Statements

                                                                     Page No.

Independent Auditors' Report                                               21

Consolidated Balance Sheets as of December 31, 1995 and 1994               22

Consolidated Statements of Earnings for the Years ended                      
    December 31, 1995, 1994 and 1993                                       23

Consolidated Statements of Stockholders' Equity for the Years ended          
    December 31, 1995, 1994 and 1993                                       24

Consolidated Statements of Cash Flows for the Years ended
    December 31, 1995, 1994 and 1993                                       25

Supplementary Business Segment Information                                 26

Selected Quarterly Financial Data                                          27

Notes to Consolidated Financial Statements                                 28
<PAGE>
Independent Auditors' Report



The Board of Directors and Stockholders
Willamette Industries, Inc.:

    We have audited the accompanying consolidated balance sheets of
Willamette Industries, Inc. and subsidiaries as of December 31, 1995 and
1994, and the related consolidated statements of earnings, stockholders'
equity and cash flows for each of the years in the three-year period ended
December 31, 1995.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

    We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. 
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

    In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Willamette Industries, Inc. and subsidiaries as of December 31, 1995 and
1994, and the results of their operations and their cash flows for each of
the years in the three-year period ended December 31, 1995 in conformity with
generally accepted accounting principles.

    As discussed in the notes to the consolidated financial statements, the
Company adopted the provisions of the Financial Accounting Standards Board's
Statement of Financial Accounting Standards #106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions" and Statement of Financial
Accounting Standards #109, "Accounting for Income Taxes," in 1993.
    

                            KPMG PEAT MARWICK LLP


Portland, Oregon
February 8, 1996
<PAGE>
<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEETS
December 31, 1995 and 1994
(dollar amounts, except per share amounts, in thousands)

<S>                                                        <C>                 <C>           
 Assets                                                            1995             1994
                                                              --------------   --------------
                                                                         
 Current assets:
   Cash                                                     $        17,961           12,798
   Accounts receivable, less allowance for doubtful
     accounts of $5,446 (1994 - $5,278)                             314,070          283,055
   Inventories (note 3)                                             391,358          256,091
   Prepaid expenses and deposits on timber cutting contracts         51,448           52,710
                                                              --------------   --------------
           Total current assets                                     774,837          604,654
                                                              --------------   --------------
 Timber, timberlands and related facilities, net                    518,873          509,075
 Property, plant and equipment, net (note 9)                      2,054,868        1,863,505
 Other assets                                                        64,977           56,164
                                                              --------------   --------------
                                                                  3,413,555        3,033,398
                                                              ==============   ==============
  Liabilities and Stockholders' Equity
  Current liabilities:
   Current installments on long-term debt (note 5)          $        29,598           50,956
   Notes payable (note 5)                                            51,000          100,000
   Accounts payable, includes book                                  180,176          173,549
     overdrafts of $58,158 (1994 - $48,589)
   Accrued payroll and related expenses                              65,335           58,945
   Accrued interest                                                  20,428           22,308
   Other accrued expenses                                            44,506           37,414
   Federal and state taxes on income (note 4)                        24,536           22,954
                                                              --------------   --------------
            Total current liabilities                               415,579          466,126
                                                              --------------   --------------
 Deferred income taxes (note 4)                                     330,142          231,717
 Other liabilities                                                   30,734           31,893
 Long-term debt, net of current installments (note 5)               790,210          915,797
 Stockholders' equity (note 7):
   Preferred stock, cumulative, of $.50 par value.
     Authorized 5,000,000 shares                                          -                -
   Common stock of $.50 par value.  Authorized
     75,000,000 shares; issued 55,223,706
       shares (1994 - 55,036,191 shares)                             27,612           27,518
   Capital surplus                                                  300,757          293,756
   Retained earnings                                              1,518,521        1,066,591
                                                              --------------   --------------
             Total stockholders' equity                           1,846,890        1,387,865
                                                              --------------   --------------
                                                            $     3,413,555        3,033,398
                                                              ==============   ==============

  See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

  CONSOLIDATED STATEMENTS OF EARNINGS
  Years ended December 31, 1995, 1994 and 1993
  (dollar amounts, except per share amounts, in thousands)



                                                       1995         1994         1993
                                                    ----------   ----------   ----------
<S>                                              <C>            <C>          <C>        
  Net sales                                       $ 3,873,575    3,007,949    2,622,237

  Cost of sales                                     2,777,735    2,456,437    2,191,448
                                                    ----------   ----------   ----------
     Gross profit                                   1,095,840      551,512      430,789

  Selling and administrative expenses                 201,784      184,699      174,413
                                                    ----------   ----------   ----------
     Operating earnings                               894,056      366,813      256,376

  Other income (expense)                                  798       (6,377)      (3,918)
                                                    ----------   ----------   ----------
                                                      894,854      360,436      252,458

  Interest expense                                     71,050       71,513       63,290
                                                    ----------   ----------   ----------
     Earnings before taxes and accounting changes     823,804      288,923      189,168

  Provision for income taxes (note 4)                 309,000      111,300       78,500
                                                    ----------   ----------   ----------
     Earnings before accounting changes               514,804      177,623      110,668

  Accounting changes (notes 2 and 6)                        -            -       26,364
                                                    ----------   ----------   ----------
     Net Earnings                                 $   514,804      177,623      137,032
                                                     ========     ========     ========
  Per share information:
     Earnings before accounting changes           $      9.34         3.23         2.02

     Accounting changes                                     -            -         0.48
                                                    ----------   ----------   ----------
     Net earnings                                 $      9.34         3.23         2.50
                                                    ==========   ==========   ==========

  Weighted average number of shares
     outstanding (in thousands)                        55,146       55,019       54,810
                                                    ==========   ==========   ==========


  Per share earnings are based upon the weighted average number of shares outstanding and have
been adjusted for all stock splits.

  See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

  CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
  Years ended December 31, 1995, 1994 and 1993
  (dollar amounts, except per share amounts, in thousands)

                                                        1995         1994         1993 
                                                    ----------   ----------   ----------
<S>                                              <C>             <C>          <C>       
  Common Stock:
    Balance at beginning of year                  $    27,518       27,449       27,385
       Shares issued for options exercised                119           69           64
       Stock repurchased and cancelled                    (25)           -            -
                                                    ----------   ----------   ----------
    Balance at end of year                        $    27,612       27,518       27,449
                                                    ==========   ==========   ==========
  Capital Surplus:
    Balance at beginning of year                  $   293,756      288,646      284,487
       Shares issued for options exercised              9,689        5,110        4,159
       Stock repurchased and cancelled                 (2,688)           -            - 
                                                    ----------   ----------   ----------
    Balance at end of year                        $   300,757      293,756      288,646
                                                    ==========   ==========   ==========
  Retained Earnings:
    Balance at beginning of year                  $ 1,066,591      941,775      852,956
       Net earnings                                   514,804      177,623      137,032
       Less cash dividends on common stock
         ($1.14, $.96, $.88 per share in
         1995, 1994 and 1993 respectively)            (62,874)     (52,807)     (48,213)
                                                    ----------   ----------   ----------
    Balance at end of year                        $ 1,518,521    1,066,591      941,775
                                                    ==========   ==========   ==========

  See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

  CONSOLIDATED STATEMENTS OF CASH FLOWS
  Years ended December 31, 1995, 1994 and 1993
  (dollar amounts in thousands)


                                                            1995         1994         1993
                                                          ---------    ---------    ---------
                                                                           
<S>                                                    <C>             <C>          <C>      
  Cash flows from operating activities:
     Net earnings                                       $  514,804      177,623      137,032
     Adjustments to reconcile net earnings
        to net cash from operating activities:
          Net change in accounting standards                     -            -      (26,364)
          Depreciation                                     218,580      192,378      166,088
          Cost of fee timber harvested                      25,061       19,810       21,611
          Other amortization                                 5,524        5,064        6,503
          Increase in deferred income taxes                 98,425       33,422       32,810
     Changes in working capital items:
          Accounts receivable                              (31,015)     (75,894)     (24,365)
          Inventories                                     (135,267)      12,972      (20,367)
          Prepaid expenses and timber deposits               1,262       (5,265)      (7,018)
          Accounts payable and accrued expenses             18,229       26,648        8,444 
          Accrued income taxes                               1,582       10,164        4,274 
                                                          ---------    ---------    ---------
     Net cash from operating activities                    717,185      396,922      298,648
                                                          ---------    ---------    ---------
  Cash flows from investing activities:
        Proceeds from sale of equipment                      2,000        2,415        6,988
        Expenditures for property, plant and equipment    (411,985)    (340,278)    (361,488)
        Expenditures for timber and timberlands, net       (33,776)     (45,676)     (18,295)
        Expenditures for roads and reforestation            (7,762)      (7,207)      (7,081)
        Other                                               (8,602)      17,110      (10,719)
                                                          ---------    ---------    ---------
     Net cash from investing activities                   (460,125)    (373,636)    (390,595)
                                                          ---------    ---------    ---------
  Cash flows from financing activities:
        Debt borrowing                                      79,010       29,000      388,929 
        Proceeds from sale of common stock                   9,635        5,011        4,073
        Repurchased common stock                            (2,713)           -            -
        Cash dividends paid                                (62,874)     (52,807)     (48,213)
        Payment on debt                                   (274,955)      (1,235)    (252,333)
                                                          ---------    ---------    ---------
     Net cash from financing activities                   (251,897)     (20,031)      92,456 
                                                          ---------    ---------    ---------
  Net change in cash                                         5,163        3,255          509 
  Cash at beginning of year                                 12,798        9,543        9,034 
                                                          ---------    ---------    ---------
  Cash at end of year                                   $   17,961       12,798        9,543 
                                                          =========    =========    =========

  Supplemental disclosures of cash flow information:

      Cash paid during the year for:
        Interest (net of amount capitalized)            $   72,930       70,791       65,183
                                                          =========    =========    =========
        Income taxes                                    $  208,993       67,714       41,416
                                                          =========    =========    =========
  See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

  SUPPLEMENTARY BUSINESS SEGMENT INFORMATION
  (dollar amounts in thousands)

                                                  1995   %        1994   %        1993   %        1992   %        1991   %
                                             --------------  --------------  --------------  --------------  --------------
                                                                                              
<S>                                       <C>               <C>             <C>             <C>             <C>            
  Sales to outside customers:
    Paper Group:
      Fabricated paper products........... $ 2,128,428  55   1,475,593  49   1,232,311  47   1,098,777  46     958,615  48
      Pulp and paper......................     681,094  18     410,365  14     360,014  14     381,529  16     392,910  19
                                             -------------   -------------   -------------   -------------   -------------
    Total Paper Group.....................   2,809,522  73   1,885,958  63   1,592,325  61   1,480,306  62   1,351,525  67
                                             -------------   -------------   -------------   -------------   -------------
    Building Materials Group:
      Lumber .............................     169,753   4     188,445   6     184,287   7     147,886   6     112,423   6
      Plywood ............................     428,707  11     441,397  15     425,387  16     397,332  17     296,550  15
      Particleboard and MDF ..............     272,336   7     292,153  10     234,123   9     186,973   8     148,749   7
      Other wood products.................     193,257   5     199,996   6     186,115   7     159,899   7      95,254   5
                                             -------------   -------------   -------------   -------------   -------------
    Total Building Materials Group........   1,064,053  27   1,121,991  37   1,029,912  39     892,090  38     652,976  33
                                             -------------   -------------   -------------   -------------   -------------
  Total net sales (1)..................... $ 3,873,575 100   3,007,949 100   2,622,237 100   2,372,396 100   2,004,501 100
                                             =============   =============   =============   =============   =============
  Intersegment sales at market value
    Building Materials Group.............. $    61,082          36,121          39,113          38,128          34,253
                                             =============   =============   =============   =============   ==============
  Contribution to earnings (2):
    Paper Group........................... $   707,234  79     124,856  34      53,655  21      95,970  49     119,719  83
    Building Materials Group..............     186,822  21     241,957  66     202,721  79     101,629  51      24,256  17
                                             -------------   -------------   -------------   -------------   -------------
      Contribution to earnings ...........     894,056 100     366,813 100     256,376 100     197,599 100     143,975 100
                                                       ===             ===             ===             ===             ===
  Other income (expense)..................         798          (6,377)         (3,918)         (1,725)         (7,103
  Interest expense........................      71,050          71,513          63,290          66,422          63,263
                                             ---------       ---------       ---------       ---------       ---------
  Earnings before taxes and
    accounting changes.................... $   823,804         288,923         189,168         129,452          73,609
                                             =========       =========       =========       =========       =========
  Identifiable assets:
    Paper Group........................... $ 2,359,462       2,090,399       1,884,017       1,663,990       1,361,437
    Building Materials Group..............     448,320         357,276         362,184         346,882         354,322
    Timber, timberlands and related
     facilities...........................     518,873         509,075         483,308         448,721         443,075
    Corporate.............................      86,900          76,648          75,044          67,823          60,233
                                             ---------       ---------       ---------       ---------       ---------
                                           $ 3,413,555       3,033,398       2,804,553       2,527,416       2,219,067
                                             =========       =========       =========       =========       =========

  (1)  The Company has no foreign operations and is not dependent on any one significant customer or group
       of customers.  Approximately 95% of the Company's total output is sold domestically.

  (2)  "Contribution to earnings" is defined to be that amount of earnings generated before (a) unallocable
       income, such as interest; (b) interest expense; and (c) income taxes.

  See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
  SELECTED QUARTERLY FINANCIAL DATA
  (Unaudited) (dollar amounts, except per share amounts, in thousands)

                                             
                                                  Net Earnings
                         Net        Gross    ----------------------
        1995            Sales       Profit      Amount    Per Share
-------------------------------------------------------------------
                                                                   
1st Quarter........ $   900,638     229,829      99,083       1.80
2nd Quarter........   1,003,547     288,989     134,347       2.44
3rd Quarter........   1,019,420     311,956     150,705       2.73
4th Quarter........     949,970     265,066     130,669       2.37
------------------------------------------------------------------
Total.............. $ 3,873,575   1,095,840     514,804       9.34
==================================================================


                                                  Net Earnings
                         Net        Gross     ---------------------
        1994            Sales       Profit      Amount    Per Share
-------------------------------------------------------------------

1st Quarter........ $   679,701     114,964      32,885       0.60
2nd Quarter........     728,701     111,554      29,730       0.54
3rd Quarter........     780,827     132,925      37,720       0.68
4th Quarter........     818,720     192,069      77,288       1.41
-------------------------------------------------------------------
Total.............. $ 3,007,949     551,512     177,623       3.23
===================================================================
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1995, 1994 and 1993 (dollar amounts, except per share amounts, in
thousands)

1. Nature of Operations
  Willamette Industries, Inc. is a diversified, integrated forest products
company with 95 plants and mills manufacturing containerboard, bag paper, fine
paper, hardwood market pulp, specialty printing papers, corrugated containers,
business forms, cut sheet paper, paper bags, inks, lumber, plywood,
particleboard, medium density fiberboard, laminated beams, laminated veneer
lumber, wooden I-beams and other value-added wood products.  The Company's
principal lines of business are paper products and building materials.  Based
on sales, paper products represent approximately two-thirds of the Company's
business with the balance consisting of building materials.  The primary
market for all the Company's products is the United States domestic market. 
Products are sold through wholesalers and distributors as well as directly to
end users.

2. Summary of Significant Accounting Policies
     (a)  Principles of Consolidation
            The consolidated financial statements include the accounts of all
          majority-owned subsidiaries.  All material intercompany balances and
          transactions have been eliminated upon consolidation.

     (b)  Inventories
            Inventories are valued at the lower of cost or market.  Cost is
          determined on the last-in, first-out (LIFO) method for all major
          classes of inventory.  All other inventories are valued at average
          cost.

     (c)  Property, Plant and Equipment
            Property, plant and equipment is carried at cost and includes
          expenditures for new facilities and those which substantially
          increase the useful lives of existing plants and equipment. 
          Maintenance, repairs and minor renewals are expensed as incurred. 
          When properties are retired or otherwise disposed of, the related
          cost and accumulated depreciation are removed from the respective
          accounts and any profit or loss on disposition is credited or
          charged to income.  Depreciation is computed using the straight-line
          method over the useful lives of the respective assets.  Leasehold
          improvements are amortized over the terms of the respective leases.

     (d)  Timber, Timberlands and Related Facilities
            These accounts are stated at their cost less the cost of fee
          timber harvested and the amortization of logging roads. 
          Amortization of logging roads is charged to expense as timber is
          harvested.  Both the cost of fee timber harvested and amortization
          rates are determined with reference to costs and the related
          existing volume of timber estimated to be recoverable.
            The Company obtains a portion of its timber requirements from
          various public and private sources under timber harvesting
          contracts.  The Company does not incur a direct liability for, or
          ownership of, this timber until it has been harvested; therefore,
          the timber is not recorded until cut.

     (e)  Income Taxes
            Deferred income taxes are provided to reflect the tax effect of
          temporary differences in reporting income and deductions for tax
          purposes.  
            Effective January 1, 1993, the Company adopted the provisions of
          SFAS #109 "Accounting for Income Taxes" which requires deferred
          taxes payable in the future to be reflected at current statutory tax
          rates.  This change resulted in a credit to net earnings and a
          reduction in the deferred tax liability by an amount of $40,000 or
          $.73 per share.

     (f)  Capitalized Interest
            Interest is capitalized on funds borrowed during the construction
          period on certain assets.  Capitalized interest in 1995, 1994 and
          1993 was $6,187, $9,294 and $15,904 respectively and is netted
          against interest expense in the consolidated statement of earnings. 
          Such capitalized interest will be amortized over the depreciable
          life of the related assets.

     (g)  Repurchase of Company Common Stock
            The Oregon Business Corporation Act requires the Company to cancel
          common stock shares repurchased by the Company.  The excess of cost
          over par value is charged to capital surplus.

     (h)  Use of Estimates
            Generally accepted accounting principles require management to
          make estimates and assumptions that affect the reported amount of
          assets, liabilities and contingencies at the date of the financial
          statements and the reported amounts of revenues and expenses during
          the reporting period.  Actual results could differ from those
          estimates.

3. Inventories
  The major components of inventories are as follows:

                                                   December 31,      
                                            -------------------------
                                              1995             1994  
                                            --------          -------
Finished product.......................     $ 98,055           72,229
Work in progress.......................        7,712            6,794
Raw material...........................      212,651          114,596
Supplies...............................       72,940           62,472
                                            --------          -------
                                            $391,358         $256,091
                                            ========         ========
Valued at:
  LIFO cost............................     $289,341         $167,481
  Average cost.........................      102,017           88,610

  If current cost rather than LIFO cost had been used by the Company, inven-
tories would have been approximately $87,707 and $81,081 higher in 1995 and
1994 respectively.

4. Income Taxes
  The provision for income taxes includes the following:

                                          1995       1994       1993 
                                        -------    -------     ------
Payable from taxable earnings..........$261,975     77,478     37,690
Payable (reduction) due to AMT......... (51,400)       400      8,000
                                        -------    -------     ------
Currently payable...................... 210,575     77,878     45,690
Deferred taxes due to temporary
   differences for:
      Accelerated depreciation.........  91,766     32,213     24,824
      Increase in Federal corporate
         tax rate by 1%................     -          -        5,864
      Other............................   6,659      1,209      2,122
                                        -------    -------     ------
         Total deferred................  98,425     33,422     32,810
                                        -------    -------     ------
         Total provision...............$309,000    111,300     78,500
                                        =======    =======     ======

Federal income taxes...................$265,500     95,000     67,000
State income taxes.....................  43,500     16,300     11,500
                                       $309,000    111,300     78,500

  The Company has no foreign pretax income.  The Company's deferred income tax
liability is mainly due to depreciation.  Differences between the effective
tax rate and the Federal statutory rate are shown in the following table as a
percentage of pretax income:
                                                1995    1994    1993
                                                ----    ----    ----
Federal statutory rate.......................   35.0%   35.0%   35.0%
State income taxes, net of 
  Federal tax effect.........................    3.4     3.7     4.0
Adjustment to deferred taxes due to increase
  in Federal corporate tax rate by 1%........      -       -     3.1
Other........................................    (.9)    (.2)    (.6)
                                                ----    ----    ----
                                                37.5%   38.5%   41.5%
                                                ====    ====    ====

  The Company's consolidated Federal income tax returns for 1978 through 1991
have been examined by the Internal Revenue Service and while final settlement
has not been made, management believes that the Company has provided for all
deficiencies that ultimately might be assessed.  The Tax Reform Act of 1986
expanded the corporate alternative minimum tax (AMT).  Under this Act, the
Company's tax liability is the greater of its regular tax or the AMT.  To the
extent the Company's AMT liability exceeds its regular tax liability, the AMT
liability may be applied against future regular tax liabilities.  The Company
utilized AMT credits of $51,400 in 1995.  At December 31, 1995, the Company
had no unused AMT credits.

  In August 1993, the Federal corporate tax rate increased to 35% retroactive
to January 1, 1993, impacting both the current year's provision for income
taxes and the deferred tax liability.  Accounting standards required that the
cumulative impact of the increase in rate ($5,864 or $.11 per share) be
charged to income in the third quarter of 1993 with a corresponding increase
in the deferred tax liability.  

5. Long-term Debt
  Long-term debt consists of the following:
                                                    December 31,    
                                               ----------------------
                                                1995          1994  
                                               -------       -------
Notes payable to public:
  9.55%, due in 1995.......................       -          100,000
  7.00%, due in 1998.......................    100,000       100,000
  9.625%, due in 2000......................    150,000       150,000
  7.75%, due in 2002.......................    100,000       100,000
  9.125%, due in 2003......................     50,000        50,000
  9.00%, due in 2021.......................    150,000       150,000

Medium-term notes, with interest
  rates ranging from 5.66% to 7.30%,
  due in varying amounts through 2013......    150,000       150,000

Bank term loan, with interest rates
  averaging 6.38% and 6.28%, due in 1996...     25,000       100,000

Revenue bonds, with interest
  rates averaging 5.11% and 5.39%,
  due in varying amounts
  through 2023.............................     89,265        62,067

Other long-term debt, with
  interest rates averaging
  8.03% and 8.20%, due in
  varying amounts through 2006..............     5,543         4,686
                                               -------       -------
                                               819,808       966,753
Less: Current installments..................    29,598        50,956
                                               -------       -------
                                              $790,210       915,797
                                               =======       =======

  Principal payment requirements on the above debt for the four years subse-
quent to 1996 are:  1997, $768; 1998, $152,788; 1999, $753; 2000, $150,393.

  The Company utilized short-term borrowings with a number of banks at various
times during 1995 and 1994 with $51,000 outstanding at December 31, 1995. 
Such borrowings were backed by a line of credit which carried fees at market
rates.  The weighted average interest rate on short-term borrowings at
December 31, 1995 and 1994 was 5.58% and 6.00% respectively.  Other
uncommitted lines of credit are available.  Interest is based upon prevailing
short-term rates in effect at the time of the transaction.  Information on
short-term debt during 1995 and 1994 is as follows:

                                                  1995         1994     
                                                ---------   ----------
Average daily short-term debt outstanding...     $69,241      124,767
Weighted average interest rate..............        6.13%        4.51%
  The fair value of the Corporation's long-term debt is estimated to be
approximately $912,570 based on the quoted market prices for the same or
similar issues or on the current rates offered to the Company for debt with
the same remaining maturities.

  The Company does not have any derivative financial instruments.

6. Pension and Retirement Plans
  The Company contributes to multi-employer retirement plans at fixed payments
per hour for certain hourly employees.

DEFINED BENEFIT PLANS

  Substantially all other employees of the Company are covered by
noncontributory defined benefit plans.  Under the salaried plan, retirement
benefits are based on both years of service and the highest five consecutive
years of compensation prior to retirement.  Plans covering hourly employees
provide benefits of stated amounts for each year of service.  Total pension
expense in 1995, 1994 and 1993 for all such plans was $6,189, $9,580,and
$6,429 respectively.  

  The Company makes annual contributions to the plans that are between the
minimum amounts required by the Employee Retirement Income Security Act and
the maximum amounts deductible under current tax regulations.  Such
contributions are intended to provide not only for benefits attributed to
service to date, but also for those expected to be earned in the future.

  The net periodic pension cost for 1995, 1994 and 1993 included the following
components: 
                                               1995     1994     1993
                                               ----     ----     ----
Service cost of benefits earned 
  during the period ...................      $10,278   11,061    9,158
Interest cost on projected
  benefit contribution ................       18,451   16,843   16,026
Actual return on assets ...............      (70,087)  (2,071) (31,748)
Net amortization and deferral .........       43,114  (21,470)   9,066
                                              ------   ------   ------
Net periodic pension cost .............      $ 1,756    4,363    2,502
                                              ======   ======   ======
<PAGE>
  The following table sets forth the plans' funded status and amount
recognized in the Company's consolidated financial statements at December 31,
1995 and 1994:

                                         December 31                      
                  -------------------------------------------------------
                             1995                          1994          
                  --------------------------    -------------------------
                  Assets Exceed  Accumulated    Assets Exceed Accumulated
                   Accumulated     Benefits      Accumulated     Benefits
                    Benefits    Exceed Assets     Benefits    Exceed Assets
                  ------------  -------------   ------------- -------------
Actuarial present
  value of benefit
  obligations:
Vested benefit 
  obligation        $(211,992)     ( 30,234)       (169,342)     ( 28,431)
                      =======       =======         =======       =======
Accumulated 
  benefit 
  obligation        $(215,243)     ( 30,621)       (171,538)     ( 28,725)
                      =======       =======         =======       =======
Projected 
  benefit 
  obligation        $(255,903)     ( 30,621)       (203,695)      (30,328)
Plan assets 
  at fair value       316,589        24,594         252,327        22,557
                      -------       -------         -------       -------
Plan assets
  greater (less)  
  than projected
  benefit 
  obligation           60,686        (6,027)         48,632        (7,771)
Unrecognized 
  net (gain) loss     (56,751)           96         (43,071)          129
Prior service 
  cost not yet
  recognized in 
  net periodic
  pension cost          5,900         3,535           6,050         3,321
Unrecognized 
  obligation, 
  net of
  amortization         (4,079)         (181)         (6,169)           71
                      -------       -------         -------       -------
Prepaid pension 
  cost(pension
  liability)
  recognized         $  5,756        (2,577)          5,442        (4,250)
                      =======       =======         =======       =======

  The weighted average discount rate and rate of increase in future
compensation levels used in determining the actuarial present value of the
projected benefit obligation were 7.0% and 5.0% in 1995 versus 8.0% and 5.5%
in 1994.  The expected long-term rate of return on assets was 9.0%.
Substantially all plan assets are invested in stocks, bonds and cash
equivalents.
<PAGE>
CONTRIBUTORY PLANS

  The Company covers all salaried employees and some hourly employees under
401(k) plans.  The salaried plan allows employees to contribute up to 7% of
their salary (which the Company matches up to 6%).  The amounts contributed by
the Company vary for the hourly plans.  Total plan expenses were $8,857,
$8,925 and $8,417 in 1995, 1994 and 1993 respectively.

POSTRETIREMENT BENEFIT PLANS

  Effective January 1, 1993, the Company adopted the provisions of SFAS #106
"Employers Accounting for Postretirement Benefits Other Than Pensions" which
resulted in a change in accounting for such benefits from the "pay-as-you-go"
basis to the accrual basis.  

  The Company has a contributory postretirement health plan primarily covering
its salaried employees.  Employees become eligible for these benefits if they
meet minimum age and service requirements.  The accumulated postretirement
benefit obligation (APBO) as of January 1, 1993 was $21,995 and was recorded
as a charge, net of tax, against income on a cumulative basis in the amount of
$13,600 or $.25 per share.  The APBO as of December 31, 1995 and 1994 was:

                                                    1995          1994
                                                  -------       -------
Retirees.....................................     $13,001       $10,718
Other fully eligible participants............       5,339         4,339
Other active participants....................      12,421         9,896
                                                  -------       -------
                                                   30,761        24,953
Unrecognized loss............................      (5,056)       (  688)
                                                  -------       -------
APBO recognized in balance sheet.............     $25,705       $24,265
                                                  =======       =======
Weighted average discount rate...............         8.0%          7.0%
                                                  =======       =======

  The components of net periodic postretirement expenses are as follows:

                                                1995    1994      1993 
                                              -------  ------    ------
Service cost benefits earned in period....... $   867     826       675
Interest cost on accumulated
  benefit obligation.........................   2,043   1,811     1,725
Amortization of (gain) loss from
  earlier periods............................      71      60         -
                                              -------  ------    ------
Net expense.................................. $ 2,981   2,697     2,400
                                              =======  ======    ======
Weighted average discount rate...............     8.0%    7.0%      8.0%
                                                  ===     ===       ===

  For the year 1995, a 10.0% increase in the medical cost trend rate was
assumed.  This rate decreases incrementally to an annual rate of 5.0% after 10
years.  A 1.0% increase in the medical trend rate would increase the APBO by
$3,000 and increase the net periodic postretirement expense by $380.
<PAGE>
7. Stockholders' Equity
  The Company's 1995 Long-Term Incentive Plan (the Plan) which replaced an
earlier plan, provides for grants of stock options to directors and key
employees and awards of stock appreciation rights (SARs) and restricted shares
of common stock to key employees.  Options are granted at exercise prices not
less than the market value of the common stock on the date of grant.  Options
generally become exercisable after one year in 33-1/3% increments per year and
expire ten years from the date of grant.  The Company has reserved 2,750,000
shares for distribution under the Plan.  A summary of stock option activity
related to the Plan is as follows:
                                                       Option Price
                                        Shares          Per Share  
                                      ----------       ------------
Outstanding December 31, 1992          1,006,572       16.75-38.875
   Granted                               259,150             39.25
   Exercised                             137,459       16.75-38.875
   Canceled or surrendered                 1,460       38.875-39.25
                                      ----------       ------------
Outstanding December 31, 1993          1,126,803       16.75-39.25
   Granted                               259,420             45.375
   Exercised                             143,045       16.75-39.25
   Canceled or surrendered                10,367       16.75-45.375
                                       ---------       ------------

Outstanding December 31, 1994          1,232,811       16.75-45.375
   Granted                               299,990             51.50
   Exercised                             244,344       16.75-45.375
   Canceled or surrendered                 6,653       16.75-51.50
                                       ---------      ------------
Outstanding December 31, 1995          1,281,804      $23.25-51.50
                                       =========      ============

Shares exercisable                       792,403      $23.25-51.50
                                       =========      ============

  In addition, SARs which have been awarded and are outstanding to officers of
the Company amount to 59,940 shares,  of these 2,410 with a basis of $28.875;
7,340 with a basis of $24.25; 19,350 with a basis of $23.25 and 30,840 with a
basis of $26.25 were available for exercise at December 31, 1995.  On exercise
of the SAR, the holder receives in cash an amount equal to the difference
between the market price of the common stock at the date the SAR is exercised
and the basis of the SAR.

  Restricted shares vest based upon continued employment, the attainment of
performance goals or both, and are subject to transfer restrictions until
vested.  The Company has awarded 39,202 restricted shares of common stock to
certain officers at no cost.  These shares will vest in one-third annual
increments beginning after three years of continuous employment.  At December
31, 1995, 7,630 restricted shares have not yet vested and 31,572 shares have
been either issued or cancelled.  Unearned compensation, representing the fair
market value of the shares at the date of issuance, is charged to income over
the vesting period.


  The Company has a shareholder rights plan providing for the distribution of
rights to shareholders ten days after a person or group (an "acquiring
person") becomes the owner of 20% or more of the Company's common stock or
makes a tender offer or exchange offer which would result in the ownership of
30% or more of the common stock.  Once the rights are distributed, each right
becomes exercisable to purchase, for $175, 1/100th of a share of new series of
Company preferred stock, which 1/100th share is intended to equal one common
share in market value.  Ten days after an acquiring person becomes the owner
of 20% or more of the Company's common stock, each right (other than rights
held by the acquiring person) becomes exercisable to purchase for $175, common
shares with a market value of $350.  The rights will expire in 2000 and may be
redeemed at $.01 per right any time prior to the tenth day after an acquiring
person becomes the owner of 20% or more of the common stock.

  In August 1995, the Board of Directors of the Company authorized the
repurchase of up to $100,000 of the Company's common stock.  During 1995, the
Company purchased 50,000 shares of its common stock for $2,713.

  The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards #123 on accounting for stock-based compensation that is
effective for years beginning after December 15, 1995.  The Company
anticipates that the impact of this accounting standard will not be material
to its financial statements when implemented.

8. Business Segments
   The Company operates in two principal business segments:  paper products
and building materials.  Timber, timberlands and related facilities have not
been allocated to the two segments because they are managed to supply raw
materials to both segments.  Information with respect to the sales, operating
income and identifiable assets of these segments is included in the five-year
comparison on page 26.  Information with respect to depreciation, cost of fee
timber harvested, amortization and capital expenditures for the years ended
December 31, 1995, 1994 and 1993 is shown below:
                                              Depreciation,
                                      Cost of Fee Timber Harvested
                                            and Amortization      
                                      ----------------------------
                                          1995     1994     1993
                                          ----     ----     ----
Paper products.............            $177,888  152,983  129,069
Building materials.........              46,216   44,459   43,522
Timber, timberlands and 
   related facilities......              25,061   19,810   21,611
                                        -------  -------  -------
                                       $249,165  217,252  194,202
                                        =======  =======  =======

                                           Capital Expenditures  
                                        -------------------------
                                          1995     1994     1993
                                          ----     ----     ----
Paper products.............            $300,145  298,931  323,952
Building materials.........             111,840   41,347   37,536

Timber, timberlands and 
   related facilities......              41,538   52,883   25,376
                                        -------  -------  -------
                                       $453,523  393,161  386,864
                                        =======  =======  =======
9. Property, Plant and Equipment
   Property, plant and equipment accounts are summarized as follows:

                             Principal
                             range of               December 31
                                             -------------------------
                            useful lives        1995        1994      
                            ------------     ---------    --------
Land........................       -        $   32,680      28,933
Building materials
   manufacturing facilities.    10 - 20        534,646     518,295
Paper products
   manufacturing and
   converting facilities....    10 - 30      2,726,554   2,383,177
Furniture and fixtures......     3 - 10         67,504      58,930
Leasehold improvements......  life of lease      6,286       6,195
Construction in progress....       -           181,581     169,857
                                             ---------   ---------
                                             3,549,251   3,165,387
Accumulated depreciation....                 1,494,383   1,301,882
                                             ---------   ---------
                                            $2,054,868   1,863,505
                                             =========   =========

10. Contingencies
   There are various lawsuits, claims and environmental matters pending
against the Company.  While any proceeding or litigation has an element of
uncertainty, management believes that the outcome of any lawsuit or claim that
is pending or threatened, or all of them combined will not have a material
adverse effect on the Company's financial condition or operations.
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                               INDEX TO EXHIBITS


EXHIBIT

2.      Not applicable.

3A.     Third Restated Articles of Incorporation of the registrant. 
        Incorporated by reference from Exhibit 3A of the registrant's annual
        report on Form 10-K for the year ended December 31, 1993 ("1993 Form
        10-K").  [16]

3B.     Bylaws of the registrant as amended through October 1, 1995. [27]

4A.     Indenture dated as of March 15, 1983, between registrant and The Chase
        Manhattan Bank.  Incorporated by reference from Exhibit 4A of the
        registration statement on Form S-3 effective December 13, 1985
        (File No. 33-1876).  [89]

4A1.    Terms of the series of 9.625% Notes due 2000 and form of Note for such
        series.  Incorporated by reference from Exhibit 4A5 of the 1990 Form
        10-K.  [5]

4A2.    Terms of the series of 9.125% Notes due 2003 and form of Note for such
        series.  Incorporated by reference from Exhibit 4A6 of the
        registrant's annual report on Form 10-K for the year ended
        December 31, 1991 ("1991 Form 10-K").  [5]

4A3.    Terms of the series of 9.0% Notes due 2021 and form of Note for such
        series.  Incorporated by reference from Exhibit 4A7 of the 1991
        Form 10-K.  [5]

4A4.    Terms of the series of 7.75% Notes due 2002 and form of Note for such
        series.  Incorporated by reference from Exhibit 4A8 of the
        registrant's annual report on Form 10-K for the year ended
        December 31, 1992.  [5]

4A5.    Form of Note for the series of 7.0% Notes due 1998 in the aggregate
        principal amount of $100,000,000.  Incorporated by reference from
        Exhibit 4D of the registrant's current report on Form 8-K dated
        December 29, 1992.  [5]

4B.     Indenture dated as of January 30, 1993 between the registrant and The
        Chase Manhattan Bank.  Incorporated by reference from Exhibit 1B of
        the registration statement on Form S-3 effective March 1, 1993
        (File No. 33-58044) ("1993 Form S-3).  [82]

4B1.    Form of Medium-Term Note (fixed rate) for the Medium-Term Notes,
        Series A.  Incorporated by reference from Exhibit 4D to the 1993
        Form S-3.  [2]

4B2.    Terms of the Medium-Term Notes, Series A, due 1998-2013.  Incorporated
        by reference from Exhibit 4B2 to the 1993 Form 10-K.  [1]

4C.     Preferred Stock Purchase Rights of Willamette Industries, Inc. 
        Incorporated by reference from Exhibit 2 of the registrant's Form 8-A
        filed February 26, 1990.  [61]

9.      Not applicable.

10A.    Willamette Industries, Inc. Deferred Compensation Plan for Directors. 
        Incorporated by reference from Exhibit 10 of the registrant's annual
        report on Form 10-K for the year ended December 31, 1983.*  [5]

10B.    Willamette Industries, Inc. 1986 Stock Option and Stock Appreciation
        Rights Plan, as amended.  Incorporated by reference from Exhibit 10B
        of the 1990 Form 10-K.*  [6]

10C.    Willamette Industries, Inc. Retirement Plan for Non-Employee
        Directors.  Incorporated by reference from Exhibit 10 of the 1989 Form
        10-K.*  [2]

10D.    Willamette Industries Inc. Severance Agreement with Key Management
        Group.  Incorporated by reference from Exhibit 10 of the 1991 Form 10-
        K.*  [13]

10E.    Willamette Industries 1993 Deferred Compensation Plan.  Incorporated
        by reference from Exhibit 10E to the 1993 Form 10-K.*  [16]

10F.    Willamette Industries 1995 Long-Term Incentive Compensation Plan. 
        Incorporated by reference from Exhibit 10F of the registrant's annual
        report on Form 10-K for the year ended December 31, 1994.*  [12]

10G.    Consulting agreement dated October 1, 1995 between the registrant and
        William Swindells.*  [4]

11.     Computation of per share earnings is obtainable from the financial
        statements filed with this annual report on Form 10-K.

12.     Computation of Ratio of Earnings to Fixed Charges.  [1]

13.     Not applicable.

16.     Not applicable.

18.     Not applicable.

21.     Omitted because the registrant's subsidiaries considered in the
        aggregate as a single subsidiary do not constitute a significant
        subsidiary.

22.     Not applicable.

23.     Consent of Independent Auditors to the incorporation by reference of
        their report dated February 8, 1996, in the registrant's registration
        statements on Forms S-3 and S-8.  [1]

24.     Not applicable.

27.     Financial Data Schedule.  [1]

28.-98. Not applicable.

99.     Description of the registrant's common stock incorporated by reference
        from exhibit 28 to the registrant's quarterly report on Form 10-Q for
        the quarter ended March 31, 1992.  [4]

        The registrant will furnish a copy of any exhibit to this annual
report on Form 10-K to any security holder for a fee of $0.30 per page to
cover the registrant's expenses in furnishing the copy.  The number of pages
of each exhibit is indicated in brackets at the end of each exhibit
description.
________________________

*Management contract or compensatory plan or arrangement.

Note:   Certain instruments with respect to the long-term debt of the
        registrant are not filed herewith where the total amount of securities
        authorized thereunder does not exceed 10 percent of the total assets
        of the registrant and its subsidiaries on a consolidated basis.  The
        registrant agrees to furnish copies of such instruments to the
        Commission on request.
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