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                    Commission file number 1-12545
        December 31, 2000

                           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(b) of the Act:

    Title of each class                Name of each exchange on which registered
    -------------------                -----------------------------------------
  Common stock, $.50 par value              New York Stock Exchange
  Preferred stock purchase rights           New York Stock Exchange

       Securities registered pursuant to Section 12(g) of the Act: None

       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.

                       $5,091,193,586 at February 28, 2001

       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 February 28, 2001
          -----                             --------------------------------
Common Stock, $.50 par value                     109,535,146 shares

                      DOCUMENTS INCORPORATED BY REFERENCE.

Portions of the  registrant's  definitive  proxy  statement  for its 2001 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
Caption    Form 10-K Caption                    Definitive Proxy Statement
-------    -----------------                    --------------------------

Item 10    Directors and Executive              Election of Directors
             Officers of the Registrant         Section 16(a) Beneficial
                                                  Ownership Reporting Compliance

Item 11    Executive Compensation               Executive Compensation
                                                Compensation Committee
                                                  Interlocks and Insider
                                                  Participation
                                                Compensation of Directors
                                                Termination of Employment and
                                                Change in Control
                                                Arrangements and Related
                                                Matters

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


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
         White Paper...........................................................2
         Brown Paper...........................................................2
         Building Materials....................................................3
         Timberlands...........................................................3
         Energy................................................................4
         Employees.............................................................4
         Environmental Matters.................................................4
Item 2.  Properties............................................................5
Item 3.  Legal Proceedings.....................................................9
Item 4.  Submission of Matters to a Vote of Security Holders...................9
         Executive Officers of the Registrant.................................10

Part II
-------

Item 5.  Market for Registrant's Common Equity
          and Related Stockholder Matters.....................................11
Item 6.  Selected Financial Data..............................................12
Item 7.  Management's Discussion and Analysis of
          Financial Condition and Results of Operations.......................13
Item 7A. Quantitative and Qualitative Disclosures About Market Risk...........24
Item 8.  Financial Statements and Supplementary Data..........................24
Item 9.  Changes in and Disagreements with
          Accountants on Accounting and Financial Disclosure..................24

Part III
--------

Item 10. Directors and Executive Officers of the Registrant...................25
          (See Part I for Executive Officers of the Registrant)
Item 11. Executive Compensation...............................................25
Item 12. Security Ownership of Certain Beneficial
          Owners and Management...............................................25
Item 13. Certain Relationships and Related
          Transactions........................................................25

Part IV
-------

Item 14. Exhibits, Financial Statement Schedules
          and Reports on Form 8-K.............................................26
         Signatures...........................................................27
         Index to Consolidated Financial Statements...........................28
         Index to Exhibits....................................................47


<PAGE>


                                     PART I

Item 1. Business

GENERAL

Willamette   Industries,  Inc.  (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. Willamette is a
diversified,   integrated   forest  products  company  with  105   manufacturing
facilities in 24 states, France, Ireland and Mexico.

We operate in a very competitive  industry consisting of thousands of companies,
some larger and more diversified, others much smaller, producing only one or two
products.  Competitive  conditions  exist in every industry segment in which the
company  operates.  The company competes in its markets primarily through price,
quality and  service.  We believe the  company is the  low-cost  producer in its
brown and  white  paper  segments,  giving us a key  competitive  advantage.  We
believe Willamette's most notable strengths include:

        *   our vertical integration
        *   our geographically diverse, modern, fiber- and energy-efficient
            facilities
        *   our engineering and construction capabilities
        *   our concentration on a focused,  related  range of  products
        *   our balance  among white  paper, brown paper and building materials
        *   our 69% sawlog self-sufficiency and stewardship of our resources
        *   a decentralized  organizational structure that encourages teamwork
            as well as individual initiative.

We believe  these  strengths  have  contributed  to the overall  strength of our
current year and historical results.

In 2000,  Weyerhaeuser Company  (Weyerhaeuser)  launched an attempt to take over
the  company  by means of a  hostile  tender  offer to  purchase  (i) all of the
outstanding  common stock of the company and (ii) unless validly redeemed by the
company's board of directors, the associated rights to purchase shares of Series
B Junior  Participating  Preferred  Stock, at a price of $48 per share of common
stock, net to the seller in cash, without interest thereon.  The company's board
of directors has unanimously concluded that the Weyerhaeuser offer is inadequate
and not in the  best  interests  of the  company,  its  shareholders  and  other
constituencies.

BUSINESS SEGMENT INFORMATION

The company operates in three business  segments:  white paper,  brown paper and
building materials. Sales and operating data for the three segments for the past
five  years are set forth in the  five-year

                                       1
<PAGE>

comparison  located  on  page  32.  The  company  is not  dependent  on any  one
significant  customer or group of customers.  Approximately 90% of the company's
total output is sold domestically.

WHITE PAPER

Market Pulp and Fine Paper

Our four white paper mills  manufacture 11% of the nation's  uncoated free sheet
production.  The company's two pulp mills  produce pulp for  consumption  at our
fine paper mills, and also produce 8% of the nation's  bleached  hardwood market
pulp  which is sold to outside  customers.  Chips from  nearby  wood  converting
facilities serve as the primary fiber source for our white paper products.

Communication Papers

Our six business  forms plants  manufacture  23% of the nation's  production  of
continuous forms. Additionally,  six cut sheet facilities make private brand and
Willamette brand  (Willcopy(R) and PennCopy(R))  photocopy and cut sheet printer
paper.  Production  at these  plants  represents  16% of the  nation's cut sheet
production. Business forms and cut sheets are marketed by our own sales force to
a variety of consumers and distributors.

BROWN PAPER

Brown Paper Mills

Our four paper mills  manufacture  6% of the nation's  production of linerboard,
corrugating  medium and bag paper. Our brown paper mills supply 96% of the needs
of our box and bag manufacturing plants.

In Louisiana  and Oregon,  our  sawmills,  plywood  plants and  timberlands  can
provide nearly all of our chip needs for our linerboard  mills.  Recycled fiber,
in the form of old corrugated containers, provides 59% of our total fiber needs.

In May 2000, the company  acquired a small recycled  linerboard and  corrugating
medium mill in Mexico as part of the acquisition of Corrugados Tehuacan, S.A. de
C.V.

Corrugated Containers and Sheets

Our  thirty-five  corrugated  container and sheet plants  manufacture  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.

As  part  of  the  acquisition  of  Corrugados  Tehuacan,  S.A.  de C.V.  in May
2000, the company acquired a state-of-the-art  corrugated  container plant and a
solid fiber box plant. Collectively, our three Mexican facilities manufacture 5%
of Mexico's box production.

                                       2
<PAGE>


Bags

Our four bag plants make 14% of the nation's  paper bags,  marketed by our sales
force to  grocery,  department,  drug and  hardware  stores as well as fast food
chains in the West, Midwest and South.

BUILDING MATERIALS

Lumber

Our nine sawmills  manufacture 2% of the nation's lumber  production.  Lumber is
marketed through independent  wholesalers and distributors throughout the United
States.

Structural Panels

Plywood  panels  manufactured  at seven plants and  oriented  strand board (OSB)
manufactured at one plant account for 8% and 3%,  respectively,  of the nation's
production.   Both  products  are  marketed   nationwide   through   independent
wholesalers and distributors.

Composite Panels

Our four particleboard plants manufacture 14% of the nation's particleboard.  In
addition,  the company has a  particleboard  plant in France that produces 1% of
European production. Three medium density fiberboard (MDF) plants produce 22% of
the nation's MDF. We also  manufacture  MDF at facilities in Ireland and France,
which account for 6% of European production.  The composite panel plants produce
value-added   products  including   color-coated,   laminated,   fire-rated  and
moisture-resistant  boards. Composite panel products are sold nationwide through
independent wholesalers and distributors.

Engineered Wood Products

Our two laminated beam plants account for 24% of the nation's production.  Three
laminated veneer lumber (LVL) plants and two I-joist plants  manufacture 11% and
9%, respectively,  of the nation's total production for each product. Engineered
wood products are sold in both the domestic and international markets.

TIMBERLANDS

Willamette's  1,729,000  acres of  timberland  supply  approximately  69% of our
long-term sawlog needs. The remainder is purchased  through private timber sales
and open market  purchases.  Our  timberlands  are comprised of 746,000 acres in
Louisiana,  Arkansas  and  Texas;  611,000  acres in  Oregon;  203,000  acres in
Tennessee and Missouri; and 169,000 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.

                                       3
<PAGE>

ENERGY

Willamette's  manufacturing  facilities  are able to  generate  61% of our total
energy needs by  recovering  energy from the burning of waste  materials and the
recycling of spent pulping liquors.

EMPLOYEES

Willamette  employs   approximately   14,975  people,  of  whom  about  45%  are
represented by labor unions with collective  bargaining  agreements.  Agreements
covering approximately 1,640 employees expired in 2000 and were renegotiated and
ratified.  Another  agreement,  which expires in 2003 and covers 284  employees,
allowed  for the  contract  to be  opened  in 2000 for  401(k)  negotiation.  In
February  2001,  these  negotiations  were  successfully  concluded.  Agreements
involving about 870 hourly employees are subject to renewal in 2001.

Approximately 46% of all salaried  employees have been with the company for more
than twelve years.

ENVIRONMENTAL MATTERS

See Item 7,  "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.

                                       4
<PAGE>

Item 2.  Properties

MANUFACTURING FACILITIES

    The  following  table sets forth  information  regarding  the  company's 105
manufacturing facilities at December 31, 2000:

      Facility                                   2001 Forecast   2000 Production
      --------                                   -------------   ---------------

Building Materials
------------------
Plywood (7 Plants)                        M Square Ft. (3/8" Basis)
    Chester, South Carolina                           240,000
    Dodson, Louisiana                                 130,000
    Emerson, Arkansas                                 237,000
    Foster, Oregon                                    135,000
    Moncure, North Carolina                           115,000
    Springfield, Oregon                               119,000
    Zwolle, Louisiana                                 238,000
                                                  -----------
        Total Plywood                               1,214,000
Oriented Strand Board (1 Plant)
    Arcadia, Louisiana                                330,000
                                                  -----------
        Total Structural Panels                     1,544,000        1,728,000
                                                  ============================

Lumber (9 Mills)                                   M Board Ft.
    Chester, South Carolina                            39,000
    Coburg, Oregon                                    188,000
    Dallas, Oregon                                    170,000
    Dodson, Louisiana                                  67,000
    Lebanon, Oregon (2 Mills)                         160,000
    Taylor, Louisiana                                  51,000
    Warrenton, Oregon                                 176,000
    Zwolle, Louisiana                                  68,000
                                                    ---------
        Total Lumber                                  919,000          863,000
                                                  ============================

Particleboard (6 Plants)                  M Square Ft. (3/4" Basis)
    Albany, Oregon                                    228,000
    Bend, Oregon                                      184,000
    Bennettsville, South Carolina (1)                  37,000
    Lillie, Louisiana                                 122,000
    Linxe, France                                     233,000
    Simsboro, Louisiana                               113,000
                                                  -----------
        Total Particleboard                           917,000          771,000
                                                  ============================

(1)  Production to begin in the third quarter of 2001.

                                      5
<PAGE>

      Facility                                   2001 Forecast   2000 Production
      --------                                   -------------   ---------------
Medium Density Fiberboard (5 Plants)      M Square Ft. (3/4" Basis)
    Bennettsville, South Carolina                     124,000
    Clonmel, Ireland                                  187,000
    Eugene, Oregon                                     71,000
    Malvern, Arkansas                                 144,000
    Morcenx, France                                    85,000
                                                 ------------
        Total MDF                                     611,000          577,000
                                                 =============================

Engineered Wood Products (7 Plants)
Laminated Beams                                     M Board Ft.
    Simsboro, Louisiana                               35,000
    Vaughn, Oregon                                    60,000
                                                 -----------
        Total Laminated Beams                         95,000            84,000
                                                 =============================

Laminated Veneer Lumber                          Hundred Cubic Ft.
    Albany, Oregon                                    20,000
    Simsboro, Louisiana                               24,200
    Winston, Oregon                                   12,800
                                                 --------
        Total LVL                                     57,000            52,000
                                                 =============================

I-Joists                                           M Lineal Ft.
    Simsboro, Louisiana                               35,000
    Woodburn, Oregon                                  44,000
                                                 -----------
        Total I-Joists                                79,000            68,000
                                                 =============================

Veneer Plant
    Coburg, Oregon

Brown Paper
-----------
Linerboard & Corrugating Medium (5 Mills)            Tons
    Albany, Oregon                                   565,000
    Campti, Louisiana                                941,000
    Hawesville, Kentucky                             178,000
    Oxnard, California                               204,000
    Xalapa, Mexico                                    27,000
                                                 -----------
      Total Brown Paper                            1,915,000         1,888,000
                                                 =============================


                                      6
<PAGE>

      Facility                                   2001 Forecast   2000 Production
      --------                                   -------------   ---------------

Corrugated Container and Sheets (38 Plants)       M Square Ft.
    Aurora, Illinois                               1,270,000
    Beaverton, Oregon                                922,000
    Bedford Park, Illinois                           650,000
    Bellevue, Washington                             736,000
    Bellmawr, New Jersey                             733,000
    Bowling Green, Kentucky                          957,000
    Cerritos, California                             909,000
    Compton, California                              896,000
    Dallas, Texas                                  1,084,000
    Delaware, Ohio                                   741,000
    Fort Smith, Arkansas                           1,041,000
    Fridley, Minnesota                             1,005,000
    Golden, Colorado                                 773,000
    Griffin, Georgia                               1,107,000
    Huntsville, Alabama                              954,000
    Indianapolis, Indiana                            781,000
    Ixtac, Mexico                                  1,110,000
    Kansas City, Kansas                              857,000
    Lincoln, Illinois                                514,000
    Louisville, Kentucky                             679,000
    Lumberton, North Carolina                        900,000
    Maryland Heights, Missouri                       719,000
    Matthews, North Carolina                         442,000
    Memphis, Tennessee                                73,000
    Mexico City, Mexico                              438,000
    Moses Lake, Washington                           799,000
    Newton, North Carolina                           621,000
    Phoenix, Arizona                                 595,000
    Plant City, Florida                            1,112,000
    Portland, Oregon                                 303,000
    Sacramento, California                           866,000
    San Leandro, California                        1,278,000
    Sanger, California                               939,000
    Sealy, Texas                                     875,000
    St. Paul, Minnesota                              672,000
    Tehuacan, Mexico                                 177,000
    Tulsa, Oklahoma                                   44,000
    West Memphis, Arkansas                           908,000
                                                 -----------
        Total Corrugated Containers               29,480,000        25,925,000
                                                 =============================

                                      7
<PAGE>
<TABLE>
      Facility                                   2001 Forecast   2000 Production
      --------                                   -------------   ---------------
<S>                                              <C>             <C>
Kraft Bags and Sacks (4 Plants)                      Tons
    Beaverton, Oregon                                 36,000
    Buena Park, California                            37,000
    Dallas, Texas                                     20,000
    Kansas City, Missouri                             16,000
                                                 -----------
        Total Kraft Bags and Sacks                   109,000           104,000
                                                 =============================

Preprinted Linerboard (2 Plants)                  M Square Ft.
    Hillsboro, Oregon                                836,000
    Richwood, Kentucky                               521,000
                                                 -----------
        Total Preprinted Linerboard              1,357,000           1,159,000
                                                 =============================

Inks and Specialty Products (2 plants)               Tons
    Beaverton, Oregon                                  5,000
    Delaware, Ohio                                     3,000
                                                 -----------
        Total Inks                                     8,000             7,400
                                                 =============================

White Paper
-----------
Fine Paper (4 Mills)                                 Tons
    Bennettsville, South Carolina                    330,000
    Hawesville, Kentucky                             559,000
    Johnsonburg, Pennsylvania                        413,000
    Kingsport, Tennessee                             169,000
                                                 -----------
        Total Fine Paper                              1,471,000      1,483,000
                                                 =============================

Market Pulp (2 Mills)                                Tons
    Hawesville, Kentucky                             122,000
    Port Wentworth, Georgia                          284,000
                                                ------------
        Total Market Pulp                            406,000           221,000
                                                ==============================

Forms (6 Plants)                                     Tons
    Cerritos, California                              50,000
    Dallas, Texas                                     42,000
    Indianapolis, Indiana                             49,000
    Langhorne, Pennsylvania                           59,000
    Rock Hill, South Carolina                         47,000
    West Chicago, Illinois                            51,000
                                                 -----------
        Total Forms                                  298,000           307,000
                                                 =============================

Cut Sheets and Other Converting (6 Plants)           Tons
    Brownsville, Tennessee                           127,000
    DuBois, Pennsylvania                             180,000
    Kingsport, Tennessee                             143,000
    Owensboro, Kentucky                              221,000
    Tatum, South Carolina                            108,000
    Washington Court House, Ohio                     167,000
                                                 ---------------
        Total Cut Sheets                             946,000           799,000
                                                 =============================
</TABLE>

                                      8
<PAGE>


TIMBERLANDS

See  Item  1,  "Business--Timberlands"  for  information  with  respect  to  the
company's timberlands.

Item 3.  Legal Proceedings

See Item 7,  "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  and  pending  proceedings
brought thereunder.

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, 2000.

                                       9
<PAGE>


                      Executive Officers of the Registrant

The  executive  officers of the  company  are  elected  annually by the board of
directors.  At February 8, 2001,  the executive  officers of the company,  their
ages at December 31, 2000, and their positions with the company were as follows:

Name                                Age               Position
----                                ---               --------

Duane C. McDougall                  48            President and Chief
                                                  Executive Officer

Marvin D. Cooper                    57            Executive Vice President -
                                                  Pulp and paper mills

Greg W. Hawley                      40            Executive Vice President
                                                  and Chief Financial
                                                  Officer, Secretary and
                                                  Treasurer

William P. Kinnune                  61            Executive Vice President-
                                                  Corrugated containers and bags

J. Eddie McMillan                   55            Executive Vice President -
                                                  Building materials group

Michael R. Onustock                 61            Executive Vice President-
                                                  Pulp and fine paper marketing

Each executive  officer,  excluding Mr. Hawley, has been employed by the company
in his present or other senior management capacity for more than five years. Mr.
Hawley was  employed by the company as Vice  President -  Controller  for nearly
four years until his  promotion to his present  position  effective  December 1,
1999.  The  previous  five years he was a Vice  President  for Nosler,  Inc.,  a
private manufacturing company in Oregon.


                                      10
<PAGE>


                                     PART II

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

The company's  common stock trades on the New York Stock  Exchange  (NYSE) under
the symbol WLL. At December 31, 2000,  there were  approximately  34,700 holders
(beneficial) of the company's  common stock. The following table shows quarterly
earnings and dividends per share along with the range of closing prices for 1999
and 2000.  The  company  expects to  continue  paying  regular  cash  dividends,
although there is no assurance as to future dividends as they are dependent upon
earnings, capital requirements and financial condition.

<TABLE>
                                     2000                                     1999
                    ---------------------------------------   ------------------------------------------
                                               Closing                                      Closing
                     Diluted       Dividends   Price          Diluted       Dividends       Price
                     Earnings       Paid(1)    High-Low       Earnings       Paid           High-Low
                    ----------- ------------ ------------     -----------   --------     ---------------
<S>                    <C>          <C>       <C>    <C>        <C>           <C>          <C>     <C>
1st Quarter         $  0.76         0.21     48.25 - 33.19       0.28         0.16         39.06 - 31.75
2nd Quarter            0.82         0.21     41.69 - 27.25       0.57         0.18         49.06 - 37.81
3rd Quarter            0.76         0.21     33.69 - 26.13       0.73         0.18         51.19 - 39.63
4th Quarter            0.78         0.21     50.06 - 26.13       0.75         0.18         46.56 - 38.88
</TABLE>

(1) The quarterly  dividend was  increased to $0.23 per share  commencing in the
    first quarter of 2001.

                                      11
<PAGE>

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)
<TABLE>
                                                      2000        1999       1998        1997      1996
---------------------------------------------------------------------------------------------------------
<S>                                             <C>           <C>        <C>         <C>        <C>
Net Sales(1)                                    $ 4,651,761   4,272,957  3,880,249   3,669,088  3,577,622
=========================================================================================================
Costs and Expenses
   Depreciation, amortization and cost
     of fee timber harvested...............     $   314,999     303,719    371,141     338,949    302,937
   Materials, labor and other
     operating expenses(1).................       3,414,686   3,165,275  3,006,572   2,870,549  2,657,519
                                                ---------------------------------------------------------
     Gross profit..........................         922,076     803,963    502,536     459,590    617,166
   Selling and administrative expenses(1)..         268,819     253,694    239,792     233,425    222,137
   Non-recurring and other
     income (expense) - net................         (19,737)    (11,710)     2,029       2,088      3,861
                                                ---------------------------------------------------------
     Operating earnings....................         633,520     538,559    264,773     228,253    398,890
   Interest expense........................         119,133     125,284    131,990     116,990     92,804
                                                ---------------------------------------------------------
     Earnings before provision for
       income taxes........................         514,387     413,275    132,783     111,263    306,086
   Provision for income taxes..............         169,500     152,800     43,800      38,300    114,000
                                                ---------------------------------------------------------
     Net earnings..........................         344,887     260,475     88,983      72,963    192,086
   Cash dividends paid.....................          92,443      77,984     71,227      71,005     68,520

   Earnings retained in the business.......         252,444     182,491     17,756       1,958    123,566
 Earnings before interest, taxes,
     depreciation & amortization (EBITDA)..         948,519     842,278    635,914     567,202    701,827
   Capital expenditures....................         398,888     290,246    441,839     527,908    485,769
=========================================================================================================
Financial Condition
   Working capital.........................     $   396,094     457,471    366,846     308,093    289,134
   Long-term debt (non-current portion)....       1,542,926   1,628,843  1,821,083   1,916,001  1,766,917
   Total debt..............................       1,670,425   1,645,716  1,870,602   1,997,898  1,971,429
   Stockholders' equity....................       2,381,043   2,203,712  2,002,431   1,994,480  1,976,281
   Total assets............................       5,117,670   4,797,861  4,697,668   4,811,055  4,720,681
   Debt-to-capital ratio...................           41.2%       42.8%      48.3%       50.0%      49.9%
=========================================================================================================
Common Stock
   Number of stockholders..................          34,700      23,000     22,000      20,000     20,000
   Shares outstanding (in thousands) (2)...         109,417     111,587    110,981     111,350    110,707
=========================================================================================================

Per Share:(2)
   Net earnings-diluted....................     $      3.12        2.33       0.80        0.65       1.73
   Cash dividends paid.....................            0.84        0.70       0.64        0.64       0.62
   Stockholders' equity....................           21.76       19.75      18.04       17.91      17.85
   Year-end stock price....................           46.94       46.44      33.50       32.19      34.81
=========================================================================================================

Financial Returns:
   Return on equity (3).....................          15.7%       13.0%       4.5%        3.7%      10.4%
   EBITDA return on average total assets....          19.1%       17.7%      13.4%       11.9%      17.3%
   Return on average total assets...........           7.0%        5.5%       1.9%        1.5%       4.7%
   Return on net sales......................           7.4%        6.1%       2.3%        2.0%       5.4%
=========================================================================================================
Employment
   Number of employees......................         14,975      14,250     14,000      13,800     13,700
   Wages, salaries and cost of
     employee benefits.....................     $   807,183     781,392    734,068     717,693    672,280
=========================================================================================================
</TABLE>

(1)  Sales and cost of sales for all periods presented have been reclassified to
     conform with Emerging Issues Task Force (EITF) Issue #00-10 "Accounting for
     Shipping and Handling Fees and Costs."
(2)  All  share  amounts  and  per share  amounts  have been  adjusted for stock
     splits.
(3)  Calculated on stockholders' equity at the beginning of the year.

                                      12
<PAGE>


Item 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

The  company's  three basic  businesses - white paper,  brown paper and building
materials - are affected by changes in general  economic  conditions.  White and
brown paper sales and earnings tend to follow the general economy. The sales and
earnings of the building  materials  business are closely related to new housing
starts,  remodeling  activity and the  availability  and terms of financing  for
construction. All industry segments are influenced by global economic factors of
supply and demand. In addition,  the costs of wood and recycled fiber, basic raw
materials for the company's three segments,  are sensitive to various supply and
demand factors, including environmental issues.

We have reclassified sales and cost of sales for all periods presented to comply
with  the  provisions  of  Emerging  Issues  Task  Force   (EITF)Issue   #00-10,
"Accounting  for  Shipping  and  Handling  Fees and  Costs."  This new  standard
requires all  shipping and handling  fees charged to customers to be included in
net sales and all shipping  and handling  costs to be reported as cost of sales,
unless otherwise disclosed. Historically, we classified certain freight costs as
a reduction of gross sales,  consistent with standard industry  practice.  These
reclassifications  have a slight impact on our business  segments'  gross profit
margins,  but have no impact on our operating  earnings,  financial  position or
cash flows.

                       RESULTS OF OPERATIONS 2000 VS. 1999
                       -----------------------------------

Consolidated net sales increased 8.9% and operating  earnings increased 17.6% in
2000  compared  to  1999.  Despite  considerable   challenges  in  our  business
environment in 2000, our return on sales for 2000 was 7.4%, compared to 6.1% for
1999.  In  addition,  our return on equity for 2000 was 15.7%,  up from 13.0% in
1999.  These  positive  results  are  attributable  to  improved  net  sales and
operating  results in our white and brown paper  segments,  which  outpaced weak
pricing in our building  materials  segment.  We also  successfully  managed our
business through the significant  distraction of the unsolicited  hostile tender
offer initiated by Weyerhaeuser during the fourth quarter of 2000.

WHITE  PAPER  operating  earnings  increased  74.6%  in  2000  compared  to 1999
reflecting the 21.1% improvement in sales as follows:

                                                    Average Net         Unit
                                                   Selling Price     Shipments
                                                   -------------     ---------
            Forms                                     10.9%           (1.4%)
            Cut sheets                                11.7%           12.5%
            Fine paper                                13.3%            1.5%
            Hardwood market pulp                      29.6%           46.8%


                                      13
<PAGE>

Year 2000 highlights for the white paper segment include:

*     Commencement of a fine paper and pulp mill modernization project at
      Kingsport, Tennessee
*     Acquisition and successful start-up of a bleached pulp mill in Port
      Wentworth, Georgia
*     Operation of our Washington Court House, Ohio, cut sheet facility for
      its first full year
*     Permanent shutdown of the #2 specialty fine paper machine at
      Johnsonburg, Pennsylvania
*     Increased gross profit margin to 18.1% for the year, up from 14.0% in 1999
      despite increases in chip and energy costs
*     Strength  in pulp  pricing  through  most of the year,  despite  softening
      beginning late in the third quarter of 2000 and continuing  into the first
      quarter of 2001
*     Improved  selling price trend from the third to the fourth quarter of 2000
      resulting in selling price  improvements  in all  converted  paper product
      lines; our order files were solid and inventories were at normal levels at
      the end of 2000.

Although originally intended to operate solely as a hardwood pulp mill, the Port
Wentworth mill operated as a "swing mill,"  producing some softwood pulp for our
fine paper mills.

BROWN PAPER  operating  earnings for 2000 increased 57.6% over 1999 on increased
sales of 15.9%. The sales results of our brown paper operations were as follows:

                                                   Average Net          Unit
                                                  Selling Price       Shipments
                                                  -------------       ---------
         Corrugated containers                       13.1%               4.3%
         Grocery bags                                 6.8%              (4.7%)


Notable trends and events affecting our brown paper segment in 2000 include:

*     Acquisition of two converting operations and a small paper mill in Mexico,
      which have  contributed  to the overall  profitability  of the brown paper
      segment
*     Start-up of the Phoenix corrugated facility
*     Increased old corrugated  container (OCC) costs of 12.6% for the year as a
      result of high costs for the first  five  months of the year.  However,  a
      downward  trend in OCC costs began in June 2000,  favorably  impacting the
      brown paper operating results in the second half of 2000
*     Solid order files and normal inventory levels as we ended 2000.

                                      14
<PAGE>

Our cogeneration capabilities minimized the impact of rising energy costs.

BUILDING MATERIALS  operating earnings decreased 45.9% in 2000 compared to 1999,
reflecting the erosion in prices for lumber, structural panels and international
composite panel  products,  which began early in the second quarter of 2000. Net
sales in 2000 declined 7.5% from the prior year as average sales prices and unit
shipments changed as follows:

                                              Average Net          Unit
                                             Selling Price       Shipments
                                             -------------       ---------
         Oriented strand board                 (14.4%)             (7.8%)
         Plywood                               (16.0%)             (9.3%)
         Lumber                                (14.4%)              5.2%
         Domestic particleboard                  2.7%               1.6%
         Domestic MDF                            4.2%               0.0%
         International MDF                     (12.8%)              1.7%

Items of significance impacting our building materials segment include:

*     Independent certification of our timberlands in Tennessee, North and South
      Carolina,  Louisiana,  Arkansas and Texas in compliance  with the American
      Forest and Paper Association's Sustainable Forestry Initiative(sm)Program.
      This makes  Willamette one of the few major forest  products  companies in
      the  United  States  to have  all of its  forest  ownership  certified  by
      third-party auditors
*     The substantial  decline in selling prices beginning in the second quarter
      of 2000 and continuing  into 2001 due to rising  interest  rates,  slowing
      housing  starts,   excess  industry  capacity,   and  import/export  trade
      imbalance as a result of the strong dollar
*     The first full year of  operation  of our  particleboard  plant in France,
      which was acquired in June 1999,  and the  expansion of the  particleboard
      line at that facility, completed in December 2000
*     The  start-up of a new small log sawmill in Chester,  South  Carolina,  to
      utilize residual fiber from our adjacent plywood mill
*     The  closure of our  Dallas,  Oregon,  plywood  plant in June 2000 and the
      closure of our Ruston, Louisiana, plywood plant in December 2000
*     An overall rise in energy costs affecting many building materials
      facilities
*     A decrease in log costs of 2.6%  year-over-year  and 15.2% from the fourth
      quarter  of 1999 to the  fourth  quarter  of 2000  as a  result  of  lower
      purchased log costs and increased fee timber cut.

We believe  building  materials  market  pricing is at or near the bottom of the
cycle.  Our  diversified  product line and access to our own  timberlands  helps
mitigate  the impact of lower  average  selling  prices and unit  volumes on the
building materials segment's earnings.

                                       15
<PAGE>

SELLING AND ADMINISTRATIVE  EXPENSES increased $15.1 million or 6.0% in 2000 due
to  the  continued  expansion  of  company  operations.   However,  selling  and
administrative  expenses as a percentage of sales decreased to 5.8% in 2000 from
5.9% in 1999.

NON-RECURRING  AND OTHER INCOME  (EXPENSE) - NET for the year 2000  reflects the
following:

*     A second  quarter  charge  totaling  $5.1  million  for the closure of the
      Dallas, Oregon, plywood plant and the final settlement costs for Clean Air
      Act allegations involving the company's building materials operations
*     A fourth  quarter  charge of $4.0  million  for the closure of the Ruston,
      Louisiana, plywood plant
*     A fourth  quarter  charge of $8.0 million for hostile tender offer defense
      costs. We expect that defense costs could ultimately reach $50 million.

INTEREST EXPENSE decreased $6.2 million, or 4.9%, in 2000 to $119.1 million. The
reduction is a result of the offsetting  impact of a $127.9 million  decrease in
weighted  average  debt  outstanding  and an  increase in the  weighted  average
interest  rate from  7.16% in 1999 to 7.46% in 2000.  In  addition,  capitalized
interest for 2000 increased to $5.2 million from $4.0 million in 1999.

PROVISION  FOR INCOME  TAXES  reflects an annual tax rate  decline from 37.0% in
1999 to 33.0% in 2000 as a result of tax credits  earned by the company.  In the
fourth  quarter of 2000, we reduced our estimated  annual tax rate from 34.5% to
33.0%.  The change in the tax rate resulted in a $.05 per share  improvement  in
earnings for the fourth of 2000.

                       RESULTS OF OPERATIONS 1999 VS. 1998
                       -----------------------------------

Consolidated net sales increased 10.1% and operating  earnings more than doubled
in 1999  compared  to  1998.  Improved  performances  from  all  three  segments
contributed to the increase.  Also  contributing  to the improvement in earnings
was a change  in  estimate  for the  depreciable  lives of  property,  plant and
equipment.  The  change  was  based  on  a  study  performed  by  the  company's
engineering department, comparisons to typical industry practices and the effect
of the company's  extensive capital  investments which have resulted in a mix of
assets with longer  productive lives due to technological  advances.  The change
increased 1999 net income by $51.9 million, or $0.46 per diluted share.

WHITE  PAPER  struggled  in the early  part of 1999 as markets  continued  to be
depressed from the Asian turmoil of 1998. However by the third quarter,  markets
were  rebounding and the upswing  continued into the fourth  quarter.  Net sales
increased 7.1% and operating earnings were up

                                      16
<PAGE>

102.8% (40.3% before the effect of the depreciation change) when compared to the
prior year. The  improvement  was due to increased  unit shipments  which offset
average selling price declines as follows:

                                           Average Net         Unit
                                          Selling Price      Shipments
                                          -------------      ---------
            Forms                            (2.3%)            11.2%
            Cut sheets                       (4.8%)            20.0%
            Fine paper                       (1.1%)            (6.3%)
            Hardwood market pulp             18.1%             15.9%

1999's highlights for the white paper segment include:

*     Improved cut sheet volumes primarily due to a continued focus on sales
      to office superstores
*     Increased forms  shipments as a result of market share  penetration
*     Full year of operation of the Brownsville, Tennessee, cut sheet plant,
      which came on line in February 1998
*     Start-up of a new cut sheet plant in Washington Court House, Ohio, in
      November 1999
*     Increase in hardwood market pulp unit shipments as the company was able
      to take advantage of pulp markets in 1999
*     Increased  gross  profit  margin  to 14.0% in 1999  from  9.6% in 1998,
      despite a 1.5% increase in chip costs.

While  prices were down  year-over-year,  third and fourth  quarter  trends were
positive.  As a result, 1999 fourth quarter average sales prices were above 1998
yearly averages.

BROWN PAPER sales and  earnings  were solid  throughout  1999,  as we once again
out-performed  the industry in  percentage  of volume  growth for the year.  Net
sales  increased 6.3% and earnings  increased  35.2% (21.0% before the effect of
the  depreciation  change)  compared to 1998.  Average  selling  prices and unit
shipments improved in all product lines as follows:

                                           Average Net         Unit
                                          Selling Price      Shipments
                                          -------------      ---------
            Corrugated containers             2.9%             4.3%
            Grocery bags                      1.4%             5.1%

Positive results in our brown paper operations reflect:

*     Increased   volume  in  corrugated  containers  as  a result of additional
      converting capacity from capital improvements

                                      17
<PAGE>

*     Strong demand for corrugated  containers from our expanding  customer base
*     Increased  bag  shipments  for  the  first  time  since  1994  due  to the
      continued  growth  of the  handle bag, which is  recapturing  market share
      from plastics.

Raw material  costs reduced brown paper  earnings as OCC prices  increased  6.3%
from 1998  levels.  The gross  profit  margin for brown  paper was 21.3% in 1999
compared to 18.2% in 1998.

BUILDING  MATERIALS posted a strong year in 1999 as net sales improved 16.8% and
operating   earnings   increased   215.0%  (187.5%  before  the  effect  of  the
depreciation  change)  compared to 1998.  Overall  improvements in average sales
prices and unit shipments  reflect the healthy  domestic market  conditions with
changes as follows:

                                           Average Net                 Unit
                                          Selling Price              Shipments
                                          -------------              ---------
         Oriented strand board                 30.1%                    7.4%
         Plywood                               17.4%                   11.4%
         Lumber                                16.3%                    8.6%
         Domestic particleboard                 2.6%                   12.0%
         Domestic MDF                           4.1%                    2.7%
         International MDF                    (17.2%)                  11.1%

Positive building materials segment results are attributable to:

*        Improved  composite  panel volumes as a result of the acquisition of an
         MDF plant in Morcenx, France in March 1998 and a particleboard plant in
         Linxe, France in June 1999
*        Improved lumber shipments resulting from a strong U.S. housing market
         through late fall
*        Increased lumber shipments due to the first full year of operation of a
         new small log sawmill in Taylor, Louisiana
*        Increased  plywood volume,  due in part to a full year of production at
         the Zwolle,  Louisiana,  plant, which closed for six months in 1998 due
         to fire damage.

As a result of the favorable price and volume  changes,  the gross profit margin
for building  materials  increased  significantly to 20.1% in 1999 from 10.2% in
1998.

SELLING AND ADMINISTRATIVE  expenses increased $13.9 million or 5.8% in 1999 due
to the continued  expansion of company  operations.  Selling and  administrative
expenses as a percentage of sales decreased to 5.9% in 1999 from 6.2% in 1998.

                                      18
<PAGE>

NON-RECURRING  AND OTHER INCOME  (EXPENSE) - NET of $11.7  million was primarily
related  to the  reserve  set up to  approximate  potential  non-tax  deductible
penalties from a Clean Air Act assessment.

INTEREST EXPENSE  decreased $6.7 million or 5.1% in 1999 to $125.3 million.  The
reduction  occurred  despite a decrease in capitalized  interest to $4.0 million
from $13.6 million in 1998.  Interest  expense  declined as a result of reducing
total debt in 1999 by $231.8  million.  The  company's  effective  interest rate
increased to 7.16% from 7.06% in the prior year.

                         LIQUIDITY AND CAPITAL RESOURCES
                         -------------------------------

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

Key financial  measures for the company improved during 2000 as compared to 1999
as follows:

                                           2000                     1999
                                           ----                     ----
        Cash flows from
           operating activities       $690.5 million           $602.9 million
        Return on equity                   15.7%                     13.0%
        Return on average total assets      7.0%                      5.5%
        Total debt-to-capital ratio        41.2%                     42.8%
        Cost-of-capital return             12.0%                     11.0%


The 14.5%  increase in cash flows from  operations  is  primarily  the result of
improved  net  earnings  for  the  year.   Internally   generated   cash  funded
substantially all of the company's capital  expenditures in 2000, in addition to
dividends of $92.4 million, stock repurchases of $84.1 million, and acquisitions
of $169.3 million.

Net working capital declined to $396.1 million from $457.5 million, primarily as
a result of the maturity of a long-term note that was replaced with shorter-term
borrowings.  We reduced our  debt-to-capital  ratio as a result of  increases in
capital from positive earnings.

Our  cost-of-capital  return improved to 12% in 2000 as compared to 11% in 1999.
Our cost-of-capital  return for the past decade is 10%. We believe we are one of
the only  companies  in our  industry  to return its cost of  capital  over this
period.

The company  believes it has the resources  available to meet its short-term and
long-term liquidity requirements.  Resources include internally

                                      19
<PAGE>

generated funds,  short-term borrowing  arrangements,  and the unused portion of
the revolving loan available under a bank credit agreement.

                      CAPITAL EXPENDITURES AND ACQUISITIONS
                      -------------------------------------

The company is continually  making  capital  expenditures  at its  manufacturing
facilities  to  improve  fiber   utilization,   labor  efficiency,   and  energy
self-sufficiency  and  expand  production   capability  when  market  conditions
warrant.  During the year 2000, the company  incurred  $379.7 million in capital
expenditures for property, plant and equipment. Major capital projects completed
in 2000 include:

        *   Installation  of a  new recovery boiler and  steam  turbine  at  the
            Albany, Oregon, paper mill
        *   Expansion of the Linxe, France  particleboard line
        *   Construction of a small log sawmill in Chester,  South  Carolina
        *   Construction of a new corrugated box plant in Phoenix,  Arizona
        *   Upgrade of the #5 fine paper  machine  at the Johnsonburg fine paper
            mill.

Major capital projects underway in 2000 include:

        *   Modernization  of the  Kingsport,  Tennessee, fine  paper  and  pulp
            facility
        *   Construction  of  a  particleboard  plant  in   Bennettsville, South
            Carolina
        *   Construction and  installation  of a  steam   turbine   generator at
            Hawesville, Kentucky
        *   Expansion and relocation of both the Elk Grove, Illinois, corrugated
            container facility and the Tigard, Oregon, preprint facility
        *   Modification of the Dodson, Louisiana, sawmill to allow utilization
            of small logs from our fee timberlands
        *   Expansion of our cogeneration capabilities and modernization of the
            pulping line at the Albany, Oregon, paper mill
        *   Construction  of  a  new corrugated  box  plant  in  Oklahoma  City,
            Oklahoma.

The cost of all major projects in progress at December 31, 2000, is estimated to
be approximately $968.9 million, of which $208.2 million has already been spent.
These projects will be funded with internally  generated cash flows and external
borrowings, if needed.

In May 2000, the company acquired the Mexican operations of Corrugados Tehuacan,
S.A.  de C.V.  for $70.3  million.  This  company  operates  a  state-of-the-art
corrugated  container  plant in Ixtac,  a recycled

                                      20
<PAGE>

linerboard and corrugating medium mill in Xalapa, and a solid fiber box plant in
Tehuacan.

Also in May 2000, the company  acquired a bleached pulp mill in Port  Wentworth,
Georgia.  After process  improvements,  the company's  total  investment in Port
Wentworth was $94.3 million. The mill commenced operations in September 2000 and
is producing excellent quality pulp.

                         STOCK REPURCHASE AND DIVIDENDS
                         ------------------------------

In June 2000,  the company  completed a stock  repurchase  program.  The company
repurchased 2,447,100 common shares for $84.1 million.

In the first quarter of 2000, the Board  increased the quarterly  dividend 16.7%
from $.18 to $.21 per share.  In February  2001,  the Board declared a quarterly
cash dividend of $.23 per share, a 9.5% increase. However, there is no assurance
as to future  dividends as they depend on  earnings,  capital  requirements  and
financial condition.

                                  OTHER MATTERS
                                  -------------

The company is  committed  to  complying  with  federal,  state,  and local laws
regarding  environmental  quality.  The company  believes  it is in  substantial
compliance with these regulations.

In April 1998, the U.S. Environmental Protection Agency (EPA) released the final
rules  regarding air and water quality  known as the "cluster  rules."  Although
compliance with the cluster rules is required by April 2001,  certain exceptions
to the rules extend the time period for specific  compliance  requirements up to
eight years from adoption. The company,  through previously completed and future
projects,  has made significant progress toward upgrading the mills and plans to
have them all in compliance with the cluster rules by the required deadlines.

The company's  operations are faced with  increasingly  stringent  environmental
regulations.  In 1997, the company received a series of requests for information
from the EPA under  Section  114 of the Clean Air Act (CAA) with  respect to the
company's building materials operations. The requests focused on compliance with
regulations  under the  Prevention of  Significant  Deterioration  (PSD) Program
under  the CAA.  On May 7,  1998,  the EPA  issued a Notice of  Violation  (NOV)
alleging  violations of the CAA and related state  regulations,  and on December
11, 1998,  issued a second NOV  supplementing  and clarifying the first NOV. The
company signed a consent decree in June 2000 providing for  implementation  of a
compliance  program,  installation  of pollution  control  technology at several
facilities at an estimated cost of $28.0 million, implementation of supplemental
environmental projects at a cost of $8.0 million, and payment of a civil penalty
of $11.0 million, plus interest. As of

                                      21
<PAGE>

December 31, 2000, approximately $20.5 million has been paid for installation of
the required pollution control  technology,  penalties and interest.  In January
2001,  the  company  paid  $4.0  million  to  certain  states  for  supplemental
environmental projects.

In November  1998, the company  received from the EPA a request for  information
under  Section  114  of the  CAA  requesting  information  with  respect  to the
company's  Johnsonburg,  Pennsylvania,  pulp and paper mill.  This  request also
focused on compliance with PSD regulations. Subsequently, on April 19, 1999, the
company received an NOV relating to the mill. The NOV asserts  violations of the
CAA relating to two alleged major modifications to the plant,  allegedly without
proper PSD permits and without  complying with applicable PSD  requirements.  In
December 1999, the company  received a demand letter from the EPA to correct the
alleged violations  contained in this NOV. Since that time,  management has been
meeting with federal and state  officials to resolve the matters  alleged in the
NOV.

In a separate matter at the Johnsonburg mill, the company entered into a consent
order  and   agreement  in  May  2000  with  the   Pennsylvania   Department  of
Environmental  Protection,  providing for a fine of approximately  $164 thousand
for air quality violations.

In August 1999, the company received a Section 114 information  request from the
EPA  relating  to the  company's  paper mill in Campti,  Louisiana.  The company
responded  to the  request in  November  1999 and has met with state and federal
officials regarding the Campti mill.

Also, in March and November 1999, the company  received  Section 114 information
requests  from the EPA  relating to the  company's  paper  mills in  Hawesville,
Kentucky.  In April 1999 and January  2000,  the company  provided the requested
information to the EPA.

In March 2000, the company received  requests for information from the EPA under
Section  114 of the  CAA  related  to the  Bennettsville,  South  Carolina,  and
Kingsport, Tennessee, fine paper mills. The company responded to the requests in
June 2000 and has requested a meeting with the EPA to discuss the responses. The
EPA issued  supplemental  requests for the Bennettsville  mill in November 2000,
the Kingsport mill in December  2000,  and the Hawesville  mill in January 2001.
The company is in the process of responding to these supplemental requests.

Based upon either enacted or proposed  regulations,  the company  estimates that
over the next  five  years,  additional  capital  expenditures  to  comply  with
environmental  regulations  will not  exceed  $115.0  million.  Although  future
environmental  capital  expenditures  cannot  be  predicted  with any  certainty
because of continuing changes in laws, the company believes that compliance with
such environmental  regulations will not have a material adverse effect upon the
company's financial position.

                                      22
<PAGE>

Over the years,  inflation has resulted in  replacement  costs higher than those
originally  needed  to  purchase  existing  plant  and  equipment.  Advances  in
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.

                                      23
<PAGE>

                           FORWARD-LOOKING STATEMENTS
                           --------------------------

Forward-looking  statements  contained  in this report are made  pursuant to the
safe harbor provisions of the Private Securities  Litigation Reform Act of 1995.
Such  forward-looking  statements  are  subject to risks and  uncertainties  and
actual  results could differ  materially  from those  projected.  Such risks and
uncertainties  include,  but are not limited to, the effect of general  economic
conditions;  the  level of new  housing  starts  and  remodeling  activity;  the
availability  and terms of  financing  for  construction;  competitive  factors,
including pricing pressures; the cost and availability of wood fiber; the effect
of natural disasters on the company's timberlands;  construction delays; risk of
non-performance by third parties;  and the impact of environmental  regulations,
including the costs associated with complying with such regulations.  In view of
these uncertainties, investors are cautioned not to place undue reliance on such
forward-looking  statements.  The company  disclaims any  obligation to publicly
announce  the  results  of  any  revisions  to  any  forward-looking  statements
contained herein to reflect future events or developments.


Item 7A. Quantitative and Qualitative Disclosures About Market Risk

No disclosure is required under this item.

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 Disclosure

None.

                                      24
<PAGE>


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

Information  regarding  (i)  directors  of the company  will be set forth in the
company's definitive proxy statement (the "Proxy Statement") for its 2001 annual
meeting of  shareholders,  under the heading  "Election of  Directors"  and (ii)
Section  16(a) of the  Securities  Exchange  Act of  1934,  is set  forth  under
"Section  16(a)  Beneficial   Ownership  Reporting   Compliance"  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 will be set forth in the Proxy Statement  under the headings  "Executive
Compensation,"  "Compensation  Committee Interlocks and Insider  Participation,"
"Compensation of Directors" and "Termination of Employment and Change in Control
Arrangements and Related  Matters." 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 will be in the Proxy Statement under the heading  "Holders of
Willamette Common Stock" which is incorporated herein by reference.  Information
regarding  an attempt to achieve a change in control of the  company  will be in
the Proxy Statement under the heading "Introduction," and is incorporated herein
by reference.

Item 13.  Certain Relationships and Related Transactions

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

                                      25
<PAGE>


                                     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.

                 A report on Form 8-K was filed on December  1, 2000,  to report
                 under Item 5 the issuance of a press release by the  registrant
                 relating to the Tender Offer  Statement on Schedule TO filed by
                 a subsidiary of Weyerhaeuser Company on November 29, 2000.


                                      26
<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/ GREG W. HAWLEY
                                                     --------------------------
Dated:   March 29, 2001                              (Greg W. Hawley)
                                                     Executive Vice President

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed  below on March 29,  2001,  by the  following  persons on
behalf of the registrant in the capacities indicated.

            Signature                                 Title
            ---------                                 -----

Principal Executive Officer:

DUANE C. MCDOUGALL*                       President and Chief Executive Officer

Principal Financial Officer:

/S/    GREG W. HAWLEY                     Executive Vice President and Chief
-----------------------------             Financial Officer, Secretary and
      (Greg W. Hawley)                    Treasurer

Principal Accounting Officer:

DONALD S. WADDELL*                        Corporate Controller

A majority of the Board of Directors:

WILLIAM SWINDELLS*                        Chairman of the Board
WINSLOW H. BUXTON*                        Director
GERARD K. DRUMMOND*                       Director
KENNETH W. HERGENHAN*                     Director
G. JOSEPH PRENDERGAST*                    Director
STUART J. SHELK, JR.*                     Director
ROBERT M. SMELICK*                        Director
MICHAEL G. THORNE*                        Director
BENJAMIN R. WHITELEY*                     Director


*By: /s/ G.W. Hawley
     --------------------
     G.W. Hawley
     Attorney-in-fact

                                      27
<PAGE>


Index to Consolidated Financial Statements


                                                                        Page No.
                                                                        --------

Independent Auditors' Report.....................................            29

Consolidated Balance Sheets as of December 31, 2000 and 1999 ....            30

Consolidated Statements of Earnings for years ended
  December 31, 2000, 1999 and 1998...............................            31

Consolidated Statements of Stockholders' Equity
  for years ended December 31, 2000, 1999 and 1998...............            32

Consolidated Statements of Cash Flows for years ended
  December 31, 2000, 1999 and 1998...............................            33

Supplementary Business Segment Information.......................            34

Selected Quarterly Financial Data................................            35

Notes to Consolidated Financial Statements.......................         36-46


                                       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, 2000 and 1999 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, 2000.  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 auditing standards generally accepted
in the  United  States of  America.  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, 2000 and 1999,  and the
results  of their  operations  and their cash flows for each of the years in the
three-year  period ended  December  31,  2000,  in  conformity  with  accounting
principles generally accepted in the United States of America.




KPMG LLP
Portland, Oregon
February 8, 2001


                                      29
<PAGE>
<TABLE>
-----------------------------------------------------------------------------------------------------
CONSOLIDATED BALANCE SHEETS
=====================================================================================================
December 31, 2000 and 1999
(dollar amounts, except per share amounts, in thousands)

                                                                            2000            1999
                                                                       --------------  --------------
Assets
<S>                                                                           <C>            <C>
   Current assets:
     Cash                                                            $        24,284          25,557
     Accounts receivable, less allowance for doubtful
      accounts of $4,490 (1999 - $3,222)                                     459,591         382,763
     Inventories (note 3)                                                    473,788         445,110
     Prepaid expenses and timber deposits                                     35,154          36,160
                                                                       --------------  --------------
        Total current assets                                                 992,817         889,590
                                                                       --------------  --------------
   Timber, timberlands and related facilities, net                         1,014,285       1,057,529
   Property, plant and equipment, net (note 4)                             3,017,593       2,751,210
   Other assets                                                               92,975          99,532
                                                                       --------------  --------------
                                                                     $     5,117,670       4,797,861
                                                                       ==============  ==============

Liabilities and Stockholders' Equity
   Current liabilities:
     Current installments on long-term debt (note 5)                 $         5,499           3,256
     Notes payable (note 5)                                                  122,000          13,617
     Accounts payable, includes book overdrafts of
      $79,708 (1999 - $53,653)                                               253,292         212,222
     Accrued payroll and related expenses                                     85,084          77,043
     Accrued interest                                                         33,910          38,525
     Other accrued expenses                                                   77,754          65,256
     Accrued income taxes (note 6)                                            19,184          22,200
                                                                       --------------  --------------
        Total current liabilities                                            596,723         432,119
                                                                       --------------  --------------
   Deferred income taxes (note 6)                                            568,273         491,374
   Other liabilities                                                          28,705          41,813
   Long-term debt, net of current installments (note 5)                    1,542,926       1,628,843
   Stockholders' equity: (note 8)
     Preferred stock, cumulative, of $.50 par value
      Authorized 5,000,000 shares                                               -               -
     Common stock of $.50 par value
      Authorized 150,000,000 shares; issued and outstanding
      109,417,087 shares (1999 - 111,587,433 shares)                          54,709          55,794
     Capital surplus                                                         229,598         303,626
     Retained earnings                                                     2,096,736       1,844,292
                                                                       --------------  --------------
        Total stockholders' equity                                         2,381,043       2,203,712
                                                                       --------------  --------------
                                                                     $     5,117,670       4,797,861
                                                                       ==============  ==============
</TABLE>

See accompanying notes to consolidated financial statements.

                                      30
<PAGE>
<TABLE>
------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF EARNINGS
======================================================================================================
Years ended December 31, 2000, 1999 and 1998
(dollar and share amounts, except per share amounts, in thousands)

                                                               2000            1999           1998
                                                         --------------  -------------- --------------
<S>                                                          <C>             <C>            <C>
Net sales                                                $   4,651,761       4,272,957      3,880,249
Cost of sales                                                3,729,685       3,468,994      3,377,713
                                                         --------------  -------------- --------------
   Gross profit                                                922,076         803,963        502,536
Selling and administrative expense                             268,819         253,694        239,792
Non-recurring and other income (expense) - net                 (19,737)        (11,710)         2,029
                                                         --------------  -------------- --------------
   Operating earnings                                          633,520         538,559        264,773
Interest expense                                               119,133         125,284        131,990
                                                         --------------  -------------- --------------
   Earnings before provision for income taxes                  514,387         413,275        132,783
Provision for income taxes (note 6)                            169,500         152,800         43,800
                                                         --------------  -------------- --------------
   Net earnings                                          $     344,887         260,475         88,983
                                                         ==============  ============== ==============
Earnings per share - basic                               $        3.14            2.34           0.80
                                                         ==============  ============== ==============
Earnings per share - diluted                             $        3.12            2.33           0.80
                                                         ==============  ============== ==============
Weighted average shares outstanding - basic                    109,982         111,375        111,302
                                                         ==============  ============== ==============
Weighted average shares outstanding - diluted                  110,717         112,001        111,747
                                                         ==============  ============== ==============
</TABLE>

Per share earnings,  both basic and diluted,  are based on the weighted  average
number of shares outstanding.

Diluted  weighted  average shares  outstanding are calculated using the treasury
stock method which  assumes that all stock  options with a market value  greater
than the grant price at the balance sheet date are exercised.

See accompanying notes to consolidated financial statements.

                                      31
<PAGE>
<TABLE>
--------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
==================================================================================================
Years ended December 31, 2000, 1999 and 1998
(dollar  amounts,  except per share amounts, in thousands)
                                                                                        Total
                                    Common Stock Issued      Capital     Retained    Stockholders'
                                 --------------------------
                                     Shares       Amount     Surplus     Earnings       Equity
                                 -------------- ----------- ----------  -----------  -------------

<S>                                <C>              <C>       <C>        <C>            <C>
Balance, January 1, 1998           111,349,956  $   55,675    294,760    1,644,045      1,994,480

Net earnings                               -           -          -         88,983         88,983
Cash dividends on common stock
  ($.64 per share)                         -           -          -        (71,227)       (71,227)
Options exercised                      101,712          50      3,124          -            3,174
Stock repurchased and canceled        (470,900)       (235)   (12,744)         -          (12,979)
                                 -------------- ----------- ----------  -----------  -------------

Balance, December 31, 1998         110,980,768      55,490    285,140    1,661,801      2,002,431

Net earnings                               -           -          -        260,475        260,475
Cash dividends on common stock
  ($.70 per share)                         -           -          -        (77,984)       (77,984)
Options exercised                      606,665         304     18,486          -           18,790
                                 -------------- ----------- ----------  -----------  -------------

Balance, December 31, 1999         111,587,433      55,794    303,626    1,844,292      2,203,712

Net earnings                               -           -          -        344,887        344,887
Cash dividends on common stock
  ($.84 per share)                         -           -          -        (92,443)       (92,443)
Options exercised                      276,754         139      8,819          -            8,958
Stock repurchased and canceled      (2,447,100)     (1,224)   (82,847)         -          (84,071)
                                 -------------- ----------- ----------  -----------  -------------

Balance, December 31, 2000         109,417,087  $   54,709    229,598    2,096,736      2,381,043
                                 ============== =========== ==========  ===========  =============
</TABLE>

See accompanying notes to consolidated financial statements.

                                      32
<PAGE>

<TABLE>
--------------------------------------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF CASH FLOWS
========================================================================================================
Years ended December 31, 2000, 1999 and 1998
(dollar amounts in thousands)
                                                                     2000          1999          1998
                                                                 ------------- -------------  ----------
Cash Flows from Operating Activities:
<S>                                                          <C>                  <C>             <C>
Net earnings                                                 $      344,887       260,475         88,983
   Adjustments to reconcile net earnings
   to net cash from operating activities:
     Depreciation                                                   250,988       240,374        296,466
     Cost of fee timber harvested                                    44,774        46,197         54,376
     Other amortization                                              19,237        17,148         20,299
     Increase in deferred income taxes                               70,011        86,938          7,683
   Changes in working capital items:
     Accounts receivable                                            (69,524)      (69,760)         4,167
     Inventories                                                    (17,468)      (31,015)       (14,623)
     Prepaid expenses and timber deposits                             1,511        23,224         (7,778)
     Accounts payable and accrued expenses                           49,073        23,159        (26,381)
     Accrued income taxes                                            (3,016)        6,126         12,250
                                                                 ------------- -------------  -----------
   Net cash from operating activities                               690,473       602,866        435,442
                                                                 ------------- -------------  -----------

Cash Flows from Investing Activities:
     Proceeds from sale of assets                                     5,704         5,965        237,422
     Expenditures for property, plant & equipment                  (379,667)     (267,856)      (417,772)
     Expenditures for timber and timberlands                         (2,516)       (8,026)        (8,767)
     Expenditures for roads and reforestation                       (16,705)      (14,364)       (15,300)
     Acquisitions                                                  (169,334)           -              -
     Other                                                           13,646       (33,329)        (9,582)
                                                                 -----------   -------------  ------------
   Net cash from investing activities                              (548,872)     (317,610)      (213,999)
                                                                 -----------   -------------  ------------

Cash Flows from Financing Activities:
     Net change in operating lines of credit                        108,383       (33,635)       (27,630)
     Debt borrowing                                                 115,038        27,770            591
     Proceeds from sale of common stock                               8,931        18,725          3,117
     Repurchased common stock                                       (84,071)           -         (12,979)
     Cash dividends paid                                            (92,443)      (77,984)       (71,227)
     Payment on debt                                               (198,712)     (225,934)      (109,556)
                                                                 -----------   -------------  ------------
   Net cash from financing activities                              (142,874)     (291,058)      (217,684)
                                                                 -----------   -------------  ------------
   Net change in cash                                                (1,273)       (5,802)         3,759
   Cash at beginning of year                                         25,557        31,359         27,600
                                                                 -----------   -------------  ------------

   Cash at end of year                                           $   24,284        25,557         31,359
                                                                 ===========   =============  ============

Supplemental disclosures of cash flow information
Cash paid during the year for:
     Interest (net of amount capitalized)                        $  123,748       126,292        130,796
                                                                 ===========   =============  ============

     Income taxes                                                $  102,505        52,916         24,369
                                                                 ===========   =============  ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                      33
<PAGE>
<TABLE>
-----------------------------------------------------------------------------------------------------------------------
SUPPLEMENTARY BUSINESS SEGMENT INFORMATION
=======================================================================================================================
(dollar amounts in thousands)
                                   2000      %       1999      %       1998      %       1997      %       1996      %
                               ----------------  ----------------  ----------------  ----------------  ---------------
Sales to outside customers:(1)

White Paper:
<S>                          <C>            <C>  <C>          <C>  <C>          <C>  <C>         <C>     <C>        <C>
Communication papers          $ 1,017,899   22      851,818   20      757,938   20      714,461   19      752,877   21
Market pulp and fine paper        433,390    9      346,205    8      360,391    9      361,791   10      330,640    9
                              ----------------  ----------------  ----------------  ----------------  ----------------

    Total White Paper           1,451,289   31    1,198,023   28    1,118,329   29    1,076,252   29    1,083,517   30
                              ----------------  ----------------  ----------------  ----------------  ----------------

Brown Paper:
Packaging                       1,474,145   32    1,270,163   30    1,190,482   31    1,043,530   28    1,113,293   31
Other                             289,747    6       252,032   6      241,543    6      215,471    6      240,611    7
                              ----------------  ----------------  ----------------  ----------------  ----------------

    Total Brown Paper           1,763,892   38    1,522,195   36    1,432,025   37    1,259,001   34    1,353,904   38
                              ----------------  ----------------  ----------------  ----------------  ----------------
Building Materials:
Lumber                            301,952    6      305,672    7      246,732    6      229,579    6      186,125    5
Structural panels                 424,313    9      488,527   11      380,799   10      387,645   11      403,051   11
Composite panels                  444,162   10      423,828   10      405,428   10      380,467   10      285,189    8
Other wood products               266,153    6      334,712    8      296,936    8      336,144    9      265,836    7
                              ----------------  ----------------  ----------------  ----------------  ----------------

  Total Building Materials      1,436,580   31    1,552,739   36    1,329,895   34    1,333,835   37    1,140,201   32
                              ----------------  ----------------  ----------------  ----------------  ----------------

    Total net sales (2)       $ 4,651,761  100    4,272,957  100    3,880,249  100    3,669,088  100    3,577,622  100
                              ================  ================  ================  ================  ================

Intersegment sales at market value:
Building Materials            $    43,423            48,279            60,813            47,100            42,692
                              ============      ============      ============      ============      ============
Gross Profit (GP):(1)                      GP%               GP%               GP%               GP%               GP%
                                           ---               ---               ---               ---               ---
White Paper                       263,338   18      167,952   14      107,037   10      122,323   11      195,344   18
Brown Paper                       460,709   26      323,820   21      260,386   18      158,891   13      270,876   20
Building Materials                198,029   14      312,191   20      135,113   10      178,376   13      150,946   13

                              ----------------  ----------------  ----------------  ----------------  ----------------
    Total gross profit        $   922,076   20      803,963   19      502,536   13      459,590   13      617,166   17
                              ================  ================  ================  ================  ================

Operating earnings:
White Paper                   $   207,702           118,955            58,654            73,349           149,558
Brown Paper                       355,011           225,283           166,680            69,017           187,947
Building Materials                137,259           253,910            80,601           124,697           102,513
Corporate                         (46,715)          (47,879)          (43,191)          (40,898)          (44,989)
Non-recurring and other income
 (expense) - net                  (19,737)          (11,710)            2,029             2,088             3,861
                              ----------------  ----------------  ----------------  ----------------  ----------------
    Total operating earnings      633,520           538,559           264,773           228,253           398,890
Interest expense                  119,133           125,284           131,990           116,990            92,804
                              ----------------  ----------------  ----------------  ----------------  ----------------
Earnings before provision
 for income taxes             $   514,387           413,275           132,783           111,263           306,086
                              ================  ================  ================  ================  ================

Depreciation, cost of fee timber
harvested and amortization: (3)
White Paper                   $   126,516           124,175           139,240           114,449           106,250
Brown Paper                        74,807            68,333            90,484            90,403            88,566
Building Materials                109,493           106,496           135,108           128,754           103,354
Corporate                           4,183             4,715             6,309             5,343             4,767
                              ----------------  ----------------  ----------------  ----------------  ----------------
                              $   314,999           303,719           371,141           338,949           302,937
                              ================  ================  ================  ================  ================

Capital expenditures:
White Paper                   $    88,866            62,269           215,503           371,894           275,726
Brown Paper                       156,494           161,144           120,827            82,935            82,867
Building Materials                148,905            64,426           101,884            72,075           126,932
Corporate                           4,623             2,407             3,625             1,004               244
                              ----------------  ----------------  ----------------  ----------------  ----------------
                              $   398,888           290,246           441,839           527,908           485,769
                              ================  ================  ================  ================  ================

Identifiable assets:
White Paper                   $ 1,909,374         1,830,043         1,860,673         1,785,493         1,486,842
Brown Paper                     1,353,453         1,149,123         1,021,180           987,097           968,624
Building Materials              1,792,327         1,734,945         1,735,257         1,966,136         2,008,542
Corporate                          62,516            83,750            80,558            72,329           256,673
                              ----------------  ----------------  ----------------  ----------------  ----------------
                              $ 5,117,670         4,797,861         4,697,668         4,811,055         4,720,681
                              ================  ================  ================  ================  ================
</TABLE>

(1)Sales and cost of sales for all periods  presented have been  reclassified to
   conform with EITF 00-10,  "Accounting  for  Shipping  and  Handling  Fees and
   Costs."

(2)The  company is not  dependent  on any one  significant  customer or group of
   customers.   Approximately   90%  of  the  company's  total  output  is  sold
   domestically.

(3)See note 4 of Notes to  Consolidated  Financial  Statements for discussion of
   change in accounting estimates for depreciation.

                                      34
<PAGE>

<TABLE>
---------------------------------------------------------------------------------------------------
SELECTED QUARTERLY FINANCIAL DATA (unaudited)
===================================================================================================
(dollar amounts, except per share amounts, in thousands)

                                                                              Net Earnings
                                                                       ----------------------------
                                             Net            Gross                       Per Share
   2000                                     Sales          Profit        Amount          Diluted
---------------------------------------------------------------------------------------------------
<S>                                       <C>              <C>           <C>              <C>
1st Quarter...........................$   1,167,126        224,163       85,304            .76
2nd Quarter...........................    1,188,060        240,358       90,192            .82
3rd Quarter...........................    1,169,585        226,052       83,436            .76
4th Quarter...........................    1,126,990        231,503       85,955            .78
---------------------------------------------------------------------------------------------------
                                      $   4,651,761        922,076      344,887           3.12
===================================================================================================

                                                                              Net Earnings
                                                                       ----------------------------
                                             Net            Gross                       Per Share
   1999                                     Sales          Profit        Amount          Diluted
---------------------------------------------------------------------------------------------------

1st Quarter...........................$     970,483        141,942       31,594            .28
2nd Quarter...........................    1,056,319        195,757       63,314            .57
3rd Quarter...........................    1,137,615        239,780       81,958            .73
4th Quarter...........................    1,108,540        226,484       83,609            .75
---------------------------------------------------------------------------------------------------
                                      $   4,272,957        803,963      260,475           2.33
===================================================================================================

                                                                              Net Earnings
                                                                       ----------------------------
                                             Net            Gross                       Per Share
   1998                                     Sales          Profit        Amount          Diluted
---------------------------------------------------------------------------------------------------

1st Quarter...........................$     942,384        120,761       22,081            .20
2nd Quarter...........................      991,509        125,578       24,014            .21
3rd Quarter...........................    1,003,242        148,476       35,735            .32
4th Quarter...........................      943,114        107,721        7,153            .07
---------------------------------------------------------------------------------------------------
                                      $   3,880,249        502,536       88,983            .80
===================================================================================================
</TABLE>

                                      35
<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2000, 1999 and 1998
(dollar amounts, except per share amounts, in thousands)

Note 1.  NATURE OF OPERATIONS
         --------------------

Willamette Industries, Inc. is a diversified, integrated forest products company
with 105 manufacturing  facilities in 24 states, France, Ireland and Mexico. The
company's  principal lines of business are white paper, brown paper and building
materials.  The company  produces  hardwood market pulp,  fine paper,  specialty
printing  papers,  business forms,  cut sheets,  kraft  linerboard,  corrugating
medium, bag paper,  corrugated  containers,  paper bags, inks, lumber,  plywood,
particleboard,  MDF, OSB,  laminated beams,  LVL, I-joists and other value-added
wood products.  Based on 2000 sales, the company's  business is comprised of 31%
white  paper,  38% brown paper and 31%  building  materials.  The company  sells
approximately  90% of its  products in the United  States;  its primary  foreign
markets are Asia, Europe and Central America.

Note 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         ------------------------------------------

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.

REVENUE  RECOGNITION
The company  recognizes  revenue when ownership risk passes,  which in virtually
all cases, is at the time of shipment.

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.

PROPERTY, PLANT AND EQUIPMENT
Property,  plant  and  equipment  accounts  are  carried  at  cost  and  include
expenditures for new facilities and those that substantially increase the useful
lives of existing plant and equipment.  Maintenance,  repairs and minor renewals
are expensed as incurred.  When properties are 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.

                                      36
<PAGE>
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.

TIMBER,  TIMBERLANDS  AND RELATED  FACILITIES
These accounts are stated at cost less the cost of fee timber  harvested and the
amortization  of logging roads.  Both 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 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.

INCOME TAXES
The company utilizes the liability  method of accounting for income taxes.  This
method requires that deferred tax liabilities and assets be established based on
the  difference  between the financial  statement and income tax bases of assets
and liabilities using existing tax rates.

CAPITALIZED  INTEREST
Interest is  capitalized  on funds borrowed  during the  construction  period on
certain  assets.  Capitalized  interest  was $5,163 in 2000;  $3,998 in 1999 and
$13,589  in 1998 and is netted  against  interest  expense  in the  consolidated
statements of earnings.  Such  capitalized  interest will be amortized  over the
depreciable lives of the related assets.

BUSINESS  SEGMENTS
The company's  various  product lines have been aggregated into three segments -
white paper, brown paper and building materials - based on the similar nature of
the  products,  the  economic  conditions  affecting  those  products,  and  the
management and reporting of those products within the company.  Information with
respect to the  segments  is  included  in the  Supplementary  Business  Segment
Information on page 34.

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  amounts  of
revenues and expenses during the period.  Actual results could differ from those
estimates.

                                       37
<PAGE>
RECLASSIFICATIONS
Sales and cost of sales for all periods presented include  reclassifications  to
conform with Emerging  Issues Task Force Issue #00-10,  "Accounting for Shipping
and Handling Fees and Costs."  Historically,  net sales had been reduced for the
cost of freight  billed to outside  customers.  Under the current  presentation,
sales include all freight costs charged to customers and cost of sales  includes
all  freight  costs.  Certain  other  reclassifications  have been made to prior
years' data to conform with the 2000 presentation.

Note 3.  INVENTORIES
         -----------

The major components of inventories are as follows:

                                                 December 31,
                                     ---------------------------------

                                         2000                 1999
                                     ------------        -------------

Finished product...................  $ 154,261               139,385
Work in progress...................      8,792                 7,722
Raw material.......................    205,014               198,866
Supplies...........................    105,721                99,137
                                     ------------        -------------
                                     $ 473,788               445,110
                                     ============        =============

Valued at:
    LIFO cost......................  $ 304,519               288,161
    Average cost...................    169,269               156,949

If current cost rather than LIFO cost had been used by the company,  inventories
would have been approximately $62,282 higher in 2000 and $57,049 higher in 1999.


Note 4.  PROPERTY, PLANT AND EQUIPMENT
         -----------------------------

Property, plant and equipment accounts are summarized as follows:

                                   Range    of           December 31,
                                   useful lives ------------------------------
                                   ------------    2000              1999
                                                ------------      ------------

Land...............................    -       $   48,436            41,985
Buildings.......................... 15 - 35       417,700           380,967
Machinery and equipment............  5 - 25     4,924,423         4,569,273
Furniture and fixtures.............  3 - 15        96,597            92,411
Leasehold improvements.............life of lease    8,023             6,619
Construction in progress...........    -          236,950           145,479
                                               -------------     -------------
                                                5,732,129          5,236,734
Accumulated depreciation...........             2,714,536          2,485,524
                                               -------------     -------------
                                               $3,017,593          2,751,210
                                               =============     =============

Effective January 1, 1999, the company changed its accounting estimates relating
to  depreciation.  The estimated  service lives for most machinery
                                      38
<PAGE>

and  equipment  were  extended  five  years.  The  change was based upon a study
performed  by the  company's  engineering  department,  comparisons  to  typical
industry   practices,   and  the  effect  of  the  company's  extensive  capital
investments, which have resulted in a mix of assets with longer productive lives
due to  technological  advances.  As a result,  1999 net  income  was  increased
$51,900, or $0.46 per diluted share.

Note 5.  LONG-TERM DEBT
         --------------

Long-term debt consists of the following:
                                               December 31,
                                    -----------------------------------
                                          2000              1999
                                    -----------------  ----------------
Notes payable to public:
    9.625%, due in 2000.............$       -              150,000
    7.75%, due in 2002..............     100,000           100,000
    9.125%, due in 2003.............      50,000            50,000
    6.45%, due in 2005..............     100,000           100,000
    7.00%, due in 2018..............     100,000           100,000
    9.00%, due in 2021..............     150,000           150,000
    7.35%, due in 2026..............     200,000           200,000
    7.85%, due in 2026..............     200,000           200,000

Medium-term notes, with interest rates
    ranging from 6.45% to 7.20%, due in
    varying amounts through 2013.....    205,700           205,700

Bank loans, with interest rates averaging
    6.72% and 6.20%, due in varying amounts
    through 2006.....................    313,820           250,625

Revenue bonds, with interest rates
    averaging 5.32% and 5.04%, due in
    varying amounts through 2026.....    113,440           113,440

Other long-term debt, with interest
    rates averaging 6.81% and 8.62%,
    due in varying amounts through 2006.  15,465            12,334
                                     ------------        -------------
                                       1,548,425         1,632,099
Less:  Current installments..........      5,499             3,256
                                     ------------        -------------
                                   $   1,542,926         1,628,843
                                     ============        =============

Principal  payment  requirements on the above debt for the four years subsequent
to 2001 are: 2002, $118,100; 2003, $70,507; 2004, $16,158; 2005, $129,799.

The  company  has two  revolving  loans with a group of banks that  provide  for
borrowings up to a total of $450,000 in principal  amount and provide backup for
a master note  program.  At December 31,  2000,  the total  outstanding  balance
covered under the revolving loans was $285,000.  In

                                      39
<PAGE>

2000, the company refinanced $150,000 of notes payable that were due in 2000.

The company  utilized  short-term  borrowings  with a number of banks at various
times  during 2000 and 1999 of which  $122,000 was  outstanding  at December 31,
2000. The weighted  average  interest rate on short-term  borrowings at December
31,  2000 and 1999,  was 6.75% and 5.65%,  respectively.  Interest is based upon
prevailing short-term rates in effect at the time of the transaction.

The fair value of the company's  long-term debt is estimated to be approximately
$1,508,735,  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.

Note 6.  INCOME TAXES
         ------------

The provision for income taxes includes the following:
<TABLE>
                                                               2000            1999            1998
                                                          --------------  --------------  --------------

<S>                                                     <C>                    <C>             <C>
Currently payable                                       $      99,481          65,863          36,118
Deferred provision
    for income taxes                                           70,019          86,937           7,682
                                                          --------------  --------------  --------------

      Provision for income taxes                        $     169,500         152,800          43,800
                                                          ==============  ==============  ==============


Federal income taxes                                    $     151,476         135,343          36,664
Other income taxes                                             18,024          17,457           7,136
                                                          --------------  --------------  --------------

      Provision for income taxes                        $     169,500         152,800          43,800
                                                          ==============  ==============  ==============

Differences  between the effective tax rate and the federal  statutory  rate are
shown in the following table as a percentage of pretax income:
                                                               2000            1999            1998
                                                          --------------  --------------  --------------

Federal statutory rate                                          35.0%           35.0%            35.0%
State income taxes, net of
    federal tax effect                                           2.1%            2.5%             2.3%
Benefit from foreign taxes                                      (0.6%)          (0.5%)           (3.6%)
Estimated non-deductible EPA penalty                             0.3%            1.0%              -
Tax credits                                                     (5.6%)          (0.5%)           (1.7%)
Other                                                            1.8%           (0.5%)            1.0%
                                                          --------------  --------------  --------------

                                                                 33.0%          37.0%            33.0%
                                                          ==============  ==============  ==============
</TABLE>
The net  deferred tax  liability as of December 31, 2000 and 1999,  includes the
following components:
                                      40
<PAGE>

                                                          December 31,
                                                ------------------------------
                                                    2000            1999
                                                --------------  --------------
Deferred tax assets:
-------------------
Alternative minimum tax credits                $      -              4,400
State tax credits                                   79,495          81,640
Other                                                4,607          19,749
Valuation allowance for state
    tax credits                                    (63,895)        (65,000)
                                                --------------  --------------
                                                    20,207          40,789
                                                --------------  --------------

Deferred tax liabilities:
------------------------
Depreciation and depletion                        (588,480)       (532,163)
                                                --------------  --------------

   Net deferred tax liability                  $  (568,273)       (491,374)
                                                ==============  ==============

At December  31,  2000,  the  company  had various  state tax credits and credit
carryforwards of approximately $122,300 of which $109,000 have no expiration and
the remainder expire in various years through 2015.

The company's  consolidated  federal  income tax returns  through 1997 have been
examined by the Internal Revenue Service and while final settlement has not been
made,  management  believes  that the company has provided for any  deficiencies
that ultimately might be assessed.

Note 7.     PENSION AND RETIREMENT PLANS
            ----------------------------

CONTRIBUTORY  PLANS
The company covers all salaried employees and some hourly employees under 401(k)
plans.  The amounts  contributed  by the company vary for the plans.  Total plan
expenses were $12,484 in 2000; $11,515 in 1999 and $11,221 in 1998.

DEFINED BENEFIT PLANS
The company contributes to multi-employer retirement plans at fixed payments per
hour for certain  hourly  employees.  Substantially  all other  employees of the
company  are  covered by  non-contributory  defined  benefit  plans.  Retirement
benefits  are based on years of service and  compensation  prior to  retirement.
Total  pension  expense for all such plans was $976 in 2000;  $8,669 in 1999 and
$8,863 in 1998.

As advised by its  actuaries,  the company  makes  contributions  to provide for
benefits  attributed  to past  service,  and for those  benefits  expected to be
earned in the future.

POST-RETIREMENT  BENEFIT  PLANS
The company has a contributory  post-retirement  health plan primarily  covering
its salaried  employees.  Employees  become  eligible for these benefits if they
meet minimum age and service requirements.

                                      41
<PAGE>

The following table sets forth  reconciliations of the benefit obligation,  plan
assets,  funded status and disclosure of assumptions utilized in the December 31
calculations:
<TABLE>
                                                          Defined                 Post-retirement
                                                       Benefit Plans               Benefit Plans
                                                  ------------------------     ----------------------
                                                     2000         1999            2000       1999
                                                  ------------ -----------     ----------- ----------

Change in Benefit Obligation
----------------------------
Benefit obligation - beginning
<S>                                             <C>               <C>              <C>        <C>
  of year                                       $     406,630     386,108          35,407     37,348
Service cost                                           16,683      17,431           1,112      1,203
Interest cost                                          30,181      27,748           2,586      2,426
Amendments                                              3,180      17,186              -          -
Other                                                    (243)       (821)          1,127        783
Actuarial (gain) loss                                   2,200     (24,965)          1,267     (2,078)
Benefits paid                                         (17,934)    (16,057)         (4,476)    (4,275)
                                                  ------------ -----------     ------------ ---------
Benefit obligation - end of year                $     440,697     406,630          37,023     35,407
                                                  ============ ===========     ============ =========

Change in Assets
----------------
Fair value of assets - beginning
  of year                                        $    593,242     528,456              -          -
Actual return on plan assets                           15,150      77,218              -          -
Employer contribution                                   4,712       4,819           3,349      3,381
Other                                                    (324)     (1,194)          1,127        894
Benefits paid                                         (17,934)    (16,057)         (4,476)    (4,275)
                                                   ------------ ------------- ------------- ---------
Fair value of assets - end of year               $    594,846      593,242             -          -
                                                   ============ ============= ============= =========

Reconciliation of Funded Status
-------------------------------
Funded status                                    $    154,149      186,612        (37,023)    (35,407)
Unrecognized actuarial (gain) loss                   (168,489)    (211,453)         7,134       6,127
Unrecognized prior service cost                        25,508       26,201            220         251
Unrecognized asset                                         -          (398)            -           -
                                                   ------------ ------------- ------------- ----------
Prepaid (accrued) benefit cost                   $     11,168          962        (29,669)    (29,029)
                                                   ============ ============= ============= ==========

Assumptions as of December 31:
-----------------------------
Discount rate                                            7.50%        7.50%          7.50%       7.50%
Expected return on plan assets                           9.00%        9.00%            -           -
Rate of increase in compensation
  levels                                                 5.00%        5.00%            -           -
Medical cost trend rate                                    -            -            7.50%       8.00%
</TABLE>


For the year 2000,  a 7.5%  increase in the medical cost trend rate was assumed.
In the future,  the rate decreases  incrementally  to an ultimate annual rate of
5.0%.  A  1.0%   increase  in  the  medical   trend  rate  would   increase  the
post-retirement  benefit obligation (PBO) by $4,133 and increase the service and
interest costs by $412. A 1.0% decrease in the medical trend rate would decrease
the PBO by $3,293 and decrease the

                                      42
<PAGE>

service  and  interest  cost  by  $328.   Various  pension  plans  have  benefit
obligations  in  excess of plan  assets.  The  following  table  sets  forth the
unfunded status of those plans as of December 31:


                                      Defined Benefit Plans
                                      --------------------
                                        2000        1999
                                      --------    --------
Benefit obligation                    $ 37,304      22,381
                                      ========    ========
Plan assets (fair value)              $ 34,268      21,718
                                      ========    ========


The components of net periodic benefit cost are as follows:
<TABLE>
                                                  Defined                            Post-retirement
                                                Benefit Plans                        Benefit Plans
                                   --------------------------------------- ---------------------------
                                       2000         1999          1998       2000     1999     1998
                                   -----------  ------------ ------------- -------- -------- ---------

<S>                              <C>                <C>           <C>        <C>      <C>      <C>
Service cost                     $     16,683       17,431        15,401     1,112    1,203    1,182
Interest cost                          30,181       27,748        24,585     2,586    2,426    2,428
Expected return on
  plan assets                         (46,970)     (40,754)      (35,138)      -        -         -
Amortization of prior
  service cost                          3,429        3,194         1,841        31       31       31
Amortization of net
  transition obligation                  (398)        (566)         (604)      -        -         -
Recognized actuarial
  (gain) loss                          (8,953)      (3,901)       (2,625)      260      199      185
                                   ----------- -------------- ------------- -------- -------- --------
Net periodic
  benefit cost                   $     (6,028)       3,152         3,460     3,989    3,859    3,826
                                   =========== ============== ============= ======== ======== ========
</TABLE>

Note 8. STOCKHOLDERS' EQUITY
        --------------------
The company's 1995 Long-Term Incentive Compensation Plan (the Plan) provides for
grants of stock  options,  awards of stock  appreciation  rights and  restricted
shares of common stock to directors  and 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  one-third
increments per year and expire ten years from the date of grant. The company has
reserved  5,500,000  shares for  distribution  under the Plan.  The  company has
elected to account for  stock-based  compensation  under  Accounting  Principles
Board Opinion #25. If the company had  accounted for its employee  stock options
using the fair value method and amortized such expense over the options' vesting
period,  the  reduction  in diluted  earnings  per share would have been $.06 in
2000, $.05 in 1999, and $.04 in 1998.

                                      43
<PAGE>

A summary of stock option activity is as follows:

                                          Option                      Price
                                          Shares                    Per Share
                                      --------------              --------------

Outstanding December 31, 1997            2,848,570            $    11.63 - 30.88
    Granted                                626,370                     38.69
    Exercised                              102,286                 13.13 - 30.88
    Canceled or surrendered                 28,567                 25.75 - 38.68
                                      --------------              --------------
Outstanding December 31, 1998            3,344,087                 11.63 - 38.69
    Granted                                555,680                     47.25
    Exercised                              608,484                 11.63 - 38.69
    Canceled or surrendered                 10,597                 29.72 - 47.25
                                      --------------              --------------
Outstanding December 31, 1999            3,280,686                 11.81 - 47.25
    Granted                                777,460                     37.00
    Exercised                              279,061                 11.81 - 38.69
    Canceled or surrendered                 67,873                 30.56 - 47.25
                                      --------------              --------------
Outstanding December 31, 2000            3,711,212                 11.81 - 47.25
                                      ==============               =============
Shares exercisable                       2,504,507            $    11.81 - 47.25
                                      ==============               =============

Restricted  shares have been  awarded to certain  officers at no cost based upon
continued employment, the attainment of performance goals, or both. These shares
will  vest in  one-third  annual  increments  beginning  after  three  years  of
continuous employment. At December 31, 2000, 1,290 restricted shares had not yet
vested.

The company has a shareholder  rights plan under which one right has been issued
for each outstanding share of common stock. The rights are initially represented
by  the  common  stock  certificates  and  are  not  exercisable.  With  certain
exceptions,  the rights become  exercisable if a person or group acquires 15% or
more of the common stock.  Such an acquisition  causes each right to be adjusted
to permit the holder to  purchase  $400 worth of common  stock for $200.  Rights
held by the acquiring  person or group become void.  The company may also redeem
the  rights for  $.0025  per right or may  exchange  each right for one share of
common stock,  subject to  restrictions  set forth in the plan.  The rights will
expire in February 2010.

In 1995, the board of directors  authorized a $100,000 stock repurchase program.
In 1998, the company repurchased 470,900 shares of common stock for $13,000. The
board  re-instituted the program in the first quarter of 2000. In the first half
of 2000 the company  completed the $100,000  program by  repurchasing  2,447,100
shares of common stock for $84,071.

                                      44
<PAGE>

Note 9.  ACQUISITIONS
         ------------

In May 2000, the company completed its acquisition of Corrugados Tehuacan,  S.A.
de C.V. for  approximately  $70,300.  This company  operates a  state-of-the-art
corrugated  container  plant,  a solid  fiber  box  plant  and a small  recycled
linerboard and corrugating medium mill, all located in Mexico. Also in May 2000,
the company  purchased a pulp mill in Port  Wentworth,  Georgia.  After  process
improvements,  the company's total investment in the facility was  approximately
$94,300.

These  acquisitions were accounted for using the purchase method.  The operating
results of these acquisitions have been included in the consolidated  statements
of earnings from the date of acquisition.

Note 10.    DISPOSITIONS
            ------------

In December 1998,  the company sold 117,000 acres of timberland in  southwestern
Washington  for  $234,000.  The  timberland  was acquired in 1996 as part of the
Cavenham  acquisition.  The  timberland  was sold as it was not  critical to the
long-term supply needs of the company's  Northwest  operations.  Proceeds of the
sale were used to pay down debt.

Note 11.  COMMITMENTS AND CONTINGENCIES
          -----------------------------

In 2000, the company signed a consent decree to settle alleged violations of the
federal  Clean  Air Act (CAA)  and  related  state  regulations  related  to the
company's Building Materials Group. Prior to December 31, 2000, the company paid
$11,231 in penalties  and interest.  In January  2001, an additional  $4,000 was
paid for supplemental environmental projects, as required by the consent decree.
The  company  established  reserves  in 1999 and 2000 to provide for these final
settlement  costs.  The consent  decree  further  requires the  installation  of
various pollution control equipment at certain facilities.

As of December 31, 2000, our Johnsonburg,  Pennsylvania, paper and pulp mill has
received  a notice of  violation  (NOV) from the U.S.  Environmental  Protection
Agency (EPA) for alleged  violations of the CAA and has received a demand letter
to correct the alleged  violations.  Management  has met with  federal and state
officials to resolve the matters alleged in the NOV.

Several of our other U.S. mills have received information requests under Section
114 of the CAA from the EPA. The company has responded,  or is in the process of
responding,  to these requests.  To date, the EPA has not issued NOVs related to
these mills.

                                      45
<PAGE>

There are various  other  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.

In the fourth quarter of 2000,  Weyerhaeuser  Company initiated a hostile tender
offer for the common stock of the company.  Under  contracts with certain of the
company's  professional  advisors, the fees for services rendered are a flat fee
plus certain out-of-pocket expenses.  These fees are amortized over the expected
benefit period which, based on management's current expectations, is expected to
exceed 18 months beyond  December 31, 2000. In the fourth  quarter of 2000,  the
company  recorded  an $8,000  charge  related to the  estimated  defense  costs.
Management expects that defense costs could ultimately reach $50,000.

                                      46
<PAGE>


                                INDEX TO EXHIBITS


EXHIBIT

3A.       Third Restated Articles of Incorporation of the registrant, as
          amended.  Incorporated by reference to Exhibit 3 of the registrant's
          Registration Statement on Form 8-A filed February 25, 2000
          (the "Form 8-A").  [14]

3B.       Bylaws of the registrant as amended through December 11, 2000.
          Incorporated by reference to Exhibit (a)(5)(ii) to Amendment No. 1
          to the registrant's Schedule 14D-9 filed December 12, 2000.  [16]

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

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

4C.       Credit Agreement dated as of May 10, 1996, among the registrant,
          Bank of America National Trust and Savings Association, ABN Amro
          Bank N.V., Morgan Guaranty Trust Company of New York, Nationsbank,
          N.A., Wachovia Bank of Georgia, N.A., and other financial
          institutions parties thereto.  Incorporated by reference to
          Exhibit 4 of the registrant's current report on Form 8-K/A,
          amendment No. 1, dated May 15, 1996.  [105]

4D.       Letter Amendment dated August 13, 1999, to Credit Agreement filed
          as Exhibit 4C.  Incorporated by reference to Exhibit 4D of the
          registrant's annual report on Form 10-K for the year ended
          December 31, 1999.  [1]

4E.       Rights Agreement dated as of February 25, 2000, between the
          registrant and ChaseMellon Shareholder Services, LLC.  Incorporated
          by reference to Exhibit 4.1 of the Form 8-A. [51]

4F.       Amendment No. 1 to Rights Agreement dated as of February 25, 2000
          by and between Willamette Industries, Inc. and Mellon Investor
          Services LLC (f/k/a Chase Mellon Shareholder Services, L.L.C.).
          Incorporated by reference to Exhibit (a)(5)(i) to Amendment No. 1
          to the registrant's Schedule 14D-9 filed December 12, 2000. [1]

                                      47
<PAGE>

10A.      Willamette Industries, Inc. 1999 Deferred Compensation Plan for
          Directors.  Incorporated by reference to Exhibit 10A of the
          registrant's annual report on Form 10-K for the year ended
          December 31, 1999.*  [16]

10B.      Willamette Industries, Inc. 1986 Stock Option and Stock
          Appreciation Rights Plan, as amended.  Incorporated by reference to
          Exhibit 10B of the registrant's annual report on Form 10-K for the
          year ended December 31, 1996 ("1996 Form 10-K").*  [8]

10C.      Form of Willamette Industries, Inc. Severance Agreement with Key
          Management Group as revised effective April 20, 1999.  Incorporated
          by reference to Exhibit 10A of the registrant's quarterly report on
          Form 10-Q for the quarter ended June 30, 1999.*  [15]

10D.      Form of Amendment to Severance Agreement (Exhibit 10C) between the
          registrant and eleven executives.  Incorporated by reference to
          Exhibit (e)(7) to Amendment No. 3 to the registrant's
          Schedule 14D-9 filed December 22, 2000.*  [1]

10E.      Willamette Industries, Inc. 1993 Deferred Compensation Plan.
          Incorporated by reference to Exhibit 10E to the registrant's annual
          report on Form 10-K for the year ended December 31, 1993
          (No. 1-12545).*  [16]

10F.      Willamette Industries, Inc. Amended and Restated 1995 Long-Term
          Incentive Compensation Plan, as amended effective December 21,
          2000.*  [10]

10G.      Consulting agreement dated December 1, 1998, between the registrant
          and William Swindells.  Incorporated by reference to Exhibit 10G to
          the registrant's annual report on Form 10-K for the year ended
          December 31, 1998.*  [4]

10H.      Form of letter  agreements  with selected key  employees  that receive
          annual salary above a specified level providing for severance payments
          in the event of a change in control of the registrant. Incorporated by
          reference to Exhibit (e)(4) to the  registrant's  Schedule 14D-9 filed
          December 5, 2000* [14]

                                      48
<PAGE>

10I.      Form of amendment to all individual severance agreements (including
          Exhibits 10D and 10H) between the registrant and selected key
          employees.*  [3]

10J.      Willamette Industries, Inc., Supplemental Benefits Plan, as amended
          effective December 21, 2000.*  [46]

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]

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

23.       Consent of Independent Auditors to the incorporation by reference
          of their report dated February 8, 2001, in the registrant's
          registration statements on Form S-3 and Form S-8.  [1]

24.       Power of attorney of certain officers and directors.  [1]

99.       Description of capital stock.  Incorporated by reference to
          Exhibit 99.1 to the registrant's current report on Form 8-K filed
          on February 25, 2000.  [3]

------------------------
*Management contract or compensatory plan or arrangement.


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.

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 ten 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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