*[Unless  this  certificate  is  presented  by  an  authorized
representative of The Depository Trust Company, a New York corporation  ("DTC"),
to the Company or its agent for registration of transfer,  exchange, or payment,
and any  certificate  issued is  registered in the name of Cede & Co. or to such
other  name  as is  requested  by an  authorized  representative  of  DTC),  ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.]


NUMBER                                                                         $
                                                                           CUSIP



                           WILLAMETTE INDUSTRIES, INC.
                               % DEBENTURE DUE 20


                  WILLAMETTE  INDUSTRIES,  INC., an Oregon  corporation  (herein
called the "Company,"  which term includes any successor  corporation  under the
Indenture referred to herein), for value received hereby promises to pay to:

or  registered  assigns,  the  principal  sum  of  DOLLARS  on , 20 , and to pay
interest  thereon from , 19 , or from the most recent  Interest  Payment Date to
which  interest has been paid or duly provided for  semiannually  on and in each
year  commencing , 19__, at the rate of % per annum  (computed on the basis of a
360-day year of twelve 30-day months) until the principal hereof is paid or made
available  for payment.  The interest so payable,  and  punctually  paid or duly
provided for, on any Interest  Payment Date will, as provided in said Indenture,
be paid to the Person in whose name this  Debenture (or one or more  Predecessor
Securities)  is registered  at the close of business on the Regular  Record Date
for such interest, which shall be the or (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date. Any such interest not so
punctually  paid or duly provided for will forthwith  cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Debenture (or one or more Predecessor Securities) is registered at the
close of  business on a Special  Record  Date for the payment of such  Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to the Holder
of this  Debenture not less than ten days prior to such Special  Record Date, or
be paid at any  time in any  other  lawful  manner  not  inconsistent  with  the
requirements  of any securities  exchange on which the Debentures may be listed,
and upon such  notice as may be  required  by such  exchange,  all as more fully
provided in said Indenture.

                  Payment of the  principal  of and  interest on this  Debenture
will be made at the office or agency of the Company  maintained for that purpose
in the Borough of  Manhattan,  the City of New York,  New York,  in such coin or
currency  of the United  States as at the time of  payment  is legal  tender for
payment of public and private debts,  provided,  however,  that at the option of
the Company  payment of interest  may be made by check  mailed to the address of
the  Person  entitled  thereto  as such  address  shall  appear in the  Security
Register.

                  Reference  is hereby  made to the further  provisions  of this
Debenture set forth on the  succeeding  pages hereof,  which further  provisions
shall for all purposes have the same effect as if set forth at this place.

                  Unless  the  certificate  of  authentication  hereon  has been
manually  executed by the Trustee or  Authenticating  Agent  referred to in said
Indenture,  this  Debenture  shall  not be  entitled  to any  benefit  under the
Indenture or be valid or obligatory for any purpose.

                  IN WITNESS  WHEREOF,  the Company has caused this Debenture to
be duly executed under its corporate seal.

<TABLE>
<CAPTION>
<S>                                                                        <C> 
DATED:                                                                      WILLAMETTE INDUSTRIES, INC.


     CERTIFICATE OF AUTHENTICATION                                          BY
THIS IS ONE OF THE SECURITIES OF THE SERIES DESIGNATED HEREIN
REFERRED TO IN THE WITHIN MENTIONED INDENTURE.                              PRESIDENT

THE CHASE MANHATTAN BANK                          [GRAPHIC OMITTED]
(NATIONAL ASSOCIATION)            AS TRUSTEE                                ATTEST:

                                                                            SECRETARY
</TABLE>

BY

  AUTHORIZED OFFICER


* The bracketed legend will appear only on certificates  issued to the specified
holder.



                                      - 1 -





<PAGE>



              This Debenture is one of a duly authorized  issue of Securities of
the Company,  issued and to be issued in one or more series under an  Indenture,
dated as of January  30,  1993  (herein  called the  "Indenture"),  between  the
Company and The Chase Manhattan Bank (National  Association)  (herein called the
"Trustee,"  which term includes any successor  trustee under the Indenture),  to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the  respective  rights,  limitations  of rights,  duties and
immunities  thereunder  of the  Company,  the  Trustee  and the  Holders  of the
Securities  and of the terms  upon  which  the  Securities  are,  and are to be,
authenticated  and  delivered.  This  Debenture  is  one of  the  series  of the
Securities   designated  as  the  %  Debentures   Due  20  (herein   called  the
"Debentures"), limited in aggregate principal amount to $ .

              [Subject  to and upon  compliance  with the  provisions  set forth
herein,  each Holder shall have the right, at such Holder's  option,  to require
the Company to repay,  and if such right is exercised  the Company  shall repay,
all or any  part  of  such  Holder's  Debentures  on  _____________,  20__  (the
"Repayment  Date"),  at a price  (the  "Repayment  Price")  equal to 100% of the
principal  amount  thereof,  together  with accrued  interest to  _____________,
20__.]

              [To  exercise  such  right,  the  Holder of this  Debenture  shall
surrender  this  Debenture,  at the office or agency of the Company in New York,
New York during the period  beginning on  _____________,  20__,  and ending at 5
p.m. (New York City time) on _____________, 20__ (or, if _____________, 20__, is
not a Business Day, the next  succeeding  Business Day),  with the form entitled
"Option to Elect Repayment on  _____________,  20__ on the last page hereof duly
completed.  Any such notice received by the Company during the period  beginning
_____________, 20__, and ending at 5 p.m. (New York City time) on _____________,
20__ (or, if  _____________,  20__, is not a Business  Day, the next  succeeding
Business  Day) shall be  irrevocable.  If the  Repayment  Date falls between any
Regular  Record  Date  and the  next  succeeding  Interest  Payment  Date,  this
Debenture  must be  accompanied by payment from the Holder of an amount equal to
the interest  thereon which the registered  Holder thereof is to receive on such
Interest  Payment Date. The repayment  option may be exercised by any Holder for
less than the  entire  principal  amount of this  Debenture,  provided  that the
principal  amount with respect to which such right is exercised must be equal to
$1,000 or an integral  multiple of $1,000.  All  questions  as to the  validity,
form,  eligibility (including time of receipt), and acceptance of this Debenture
for repayment shall be determined by the Company,  whose  determination shall be
final and binding.]

              [Failure by the Company to repay the  Debentures  when required as
described in the  preceding  two  paragraphs  will result in an Event of Default
under the Indenture.]

              If an Event of Default with respect to the Debentures  shall occur
and be  continuing,  the principal of all the Debentures may be declared due and
payable in the manner and with the effect provided in the Indenture.

              The  Indenture   permits,   with  certain  exceptions  as  therein
provided,  the  amendment  thereof  and  the  modification  of  the  rights  and
obligations  of the Company and the rights of the Holders of the  Securities  of
each series  under the  Indenture  to be affected at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the  Securities  at the time  Outstanding  of each  series to be  affected.  The
Indenture  also  contains  provisions  permitting  the  Holders of a majority in
principal  amount of the Securities of each series at the time  Outstanding,  on
behalf of the Holders of all Securities of such series,  to waive  compliance by
the Company with certain  provisions  of the Indenture and certain past defaults
under the  Indenture and their  consequences.  Any such consent or waiver by the
Holder of this  Debenture  shall be conclusive  and binding upon such Holder and
upon all future Holders of this  Debenture and of any Debenture  issued upon the
registration  of  transfer  hereof or in  exchange  herefor  or in lieu  hereof,
whether or not notation of such consent or waiver is made upon this Debenture.

              No  reference  herein to the  Indenture  and no  provision of this
Debenture  or of the  Indenture  shall  alter or impair  the  obligation  of the
Company,  which is  absolute  and  unconditional,  to pay the  principal  of and
interest  on this  Debenture  at the times,  place and rate,  and in the coin or
currency,  herein  prescribed;  subject,  however,  to the  provisions  for  the
discharge  of  the  Company  from  its  obligation  under  the  Debentures  upon
satisfaction of the conditions set forth in the Indenture.

              As provided in the Indenture, the Company may elect to defease and
(a) be discharged from all obligations in respect of the Debentures  (except for
certain  obligations to register the transfer or exchange of the Debentures,  to
replace mutilated,  destroyed or stolen Debentures,  to maintain paying agencies
and to hold  moneys in  trust)  or (b) be  released  from its  obligations  with
respect to the Debentures under certain restrictive  covenants of the Indenture,
in each case if the Company  deposits,  in trust,  with the Trustee money and/or
Government  Obligations,  which  through the payment of interest  and  principal
thereon in accordance  with their terms will provide money  sufficient,  without
reinvestment,  to pay the  principal  of and  interest  on the  Debentures.  The
Indenture  provides that such a trust may only be established if (i) no Event of
Default  or event  which  with the  giving of notice or lapse of time,  or both,
would  become an Event of  Default  with  respect to the  Debentures  shall have
occurred and be continuing,  (ii) the Company shall have delivered an Opinion of
Counsel to the effect that the Holders will not recognize  income,  gain or loss
for  federal  income tax  purposes  as a result of such  defeasance  and will be
subject to federal  income tax on the same amounts,  in the same manner,  and at
the same times as if such  defeasance had not occurred,  and (iii) certain other
conditions are satisfied.

              [This  Debenture  may not be redeemed at the option of the Company
prior to Stated Maturity.]

[or]

              [This  Debenture  may be  redeemed at the option of the Company on
any date on or after  [DATE] upon mailing a notice of such  redemption  not less
than 30 nor more  than 60 days  prior to the date  fixed for  redemption  to the
Holder of this  Debenture  at such  Holder's  address  appearing in the Security
Register, all as provided in the Indenture, at a Redemption Price equal to ____%
of the principal  amount,  together with accrued  interest to the date fixed for
redemption. As provided in the Indenture, if less than all of the Debentures are
to be redeemed,  the Trustee  shall  select by such method as the Trustee  shall
deem fair and  appropriate,  from  Debentures  that are  subject  to  redemption
pursuant  to the terms  thereof,  the  Debenture  or  Debentures,  or portion or
portions thereof, to be redeemed.]

              As provided in the  Indenture  and subject to certain  limitations
therein set forth, the transfer of this Debenture is registrable in the Security
Register upon  surrender of this Debenture for  registration  of transfer at the
office or agency of the



                                      - 2 -



<PAGE>



Company in any place where the  principal of and interest on this  Debenture are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form  satisfactory  to the Company and the Security  Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing,  and thereupon one
or more new  Debentures of authorized  denominations,  of like tenor and of like
aggregate  principal  amount  will be issued  to the  designated  transferee  or
transferees.

              The  Debentures  are  issuable  only in  registered  form  without
coupons in  denominations of $1,000 and any amount in excess thereof which is an
integral multiple of $1,000. As provided in the Indenture and subject to certain
limitations  therein set forth, at the option of the Holder,  this Debenture may
be exchanged for other Debentures of any authorized denomination,  of like tenor
and of like aggregate principal amount, upon surrender of this Debenture.

              This Debenture is a Global Debenture and shall be exchangeable for
Debentures  registered  in the name of, and a transfer of this Global  Debenture
may be  registered  to, any Person  other than the  Depository  for this  Global
Debenture or its nominee only if permitted by the Indenture.

              No  service  charge  shall be made for any  such  registration  of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

              All  terms  used  in  this  Debenture  which  are  defined  in the
Indenture shall have the meanings assigned to them in the Indenture.




                                      - 3 -



<PAGE>



                                   ASSIGNMENT

                  FOR VALUE RECEIVED,  the undersigned hereby sells, assigns and
transfers unto

                  PLEASE INSERT SOCIAL SECURITY OR OTHER  IDENTIFYING  NUMBER OR
ASSIGNEE:
         -----------------------------------------------------------------------

--------------------------------------------------------------------------------
  (Please print or typewrite name and address, including zip code of assignee)

--------------------------------------------------------------------------------
the within Note and all rights thereunder,  hereby irrevocably  constituting and
appointing attorney.

--------------------------------------------------------------------------------
to  transfer  said  Note  on the  books  of the  Company,  with  full  power  of
substitution in the premises.

Dated:
      --------------------------------------------------------------------------


                         -------------------------------------------------------
                         NOTICE:  The signature to this  assignment must respond
                         with the name as it appears upon the face of the within
                         Note  in  every  particular,   without   alteration  or
                         enlargement or any change whatever.



                                      - 2 -