<PAGE>
                                                                   EXHIBIT 3.B















                                    BYLAWS
                                      OF
                          WILLAMETTE INDUSTRIES, INC.
                              AS AMENDED THROUGH
                                October 1, 1995
<PAGE>
                               TABLE OF CONTENTS

                                                                          Page

ARTICLE I  Offices. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
  Section 1.   Principal Office . . . . . . . . . . . . . . . . . . . . . .  1
  Section 2.   Registered Office. . . . . . . . . . . . . . . . . . . . . .  1

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

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

ARTICLE IV  Executive Committee and Other Committees. . . . . . . . . . . . 12
  Section 1.   Appointment. . . . . . . . . . . . . . . . . . . . . . . . . 12
  Section 2.   Authority. . . . . . . . . . . . . . . . . . . . . . . . . . 12
  Section 3.   Tenure and Qualifications. . . . . . . . . . . . . . . . . . 13
  Section 4.   Meetings; Notice; Waiver . . . . . . . . . . . . . . . . . . 13
  Section 5.   Quorum; Manner of Acting . . . . . . . . . . . . . . . . . . 14
  Section 6.   Action Without a Meeting . . . . . . . . . . . . . . . . . . 14
  Section 7.   Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . 14
  Section 8.   Resignations and Removal . . . . . . . . . . . . . . . . . . 14
  Section 9.   Procedure. . . . . . . . . . . . . . . . . . . . . . . . . . 15
  Section 10.  Appointment of Other Committees of the Board of Directors. . 15
  Section 11.  Appointment of Other Committees. . . . . . . . . . . . . . . 15

ARTICLE V  Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
  Section 1.   Number . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
  Section 2.   Appointment and Term of Office . . . . . . . . . . . . . . . 17
  Section 3.   Removal. . . . . . . . . . . . . . . . . . . . . . . . . . . 17
  Section 4.   Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . 17
  Section 5.   Chairman of the Board. . . . . . . . . . . . . . . . . . . . 17
  Section 6.   President and Chief Executive Officer. . . . . . . . . . . . 18
  Section 7.   Executive Vice-Presidents. . . . . . . . . . . . . . . . . . 19
  Section 8.   Vice-Presidents. . . . . . . . . . . . . . . . . . . . . . . 19
  Section 9.   Chief Financial Officer. . . . . . . . . . . . . . . . . . . 19
  Section 10.  Secretary. . . . . . . . . . . . . . . . . . . . . . . . . . 20
  Section 11.  Treasurer. . . . . . . . . . . . . . . . . . . . . . . . . . 20
  Section 12.  Salaries . . . . . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE VI  Contracts, Loans, Checks and Deposits . . . . . . . . . . . . . 21
  Section 1.   Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . 21
  Section 2.   Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
  Section 3.   Checks, Drafts, etc. . . . . . . . . . . . . . . . . . . . . 22
  Section 4.   Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE VII  Certificates For Shares and Their Transfer . . . . . . . . . . 22
  Section 1.   Certificates for Shares. . . . . . . . . . . . . . . . . . . 22
  Section 2.   Transfer of Shares . . . . . . . . . . . . . . . . . . . . . 23
  Section 3.   Replacement of Certificates. . . . . . . . . . . . . . . . . 23
  Section 4.   Transfer Agents and Registrars . . . . . . . . . . . . . . . 24

ARTICLE VIII  Seal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE IX  Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE X  Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
<PAGE>
                                    BYLAWS
                                      OF
                          WILLAMETTE INDUSTRIES, INC.
                              AS AMENDED THROUGH
                                October 1, 1995


                                   ARTICLE I

                                    Offices

            Section 1.  Principal Office.  The principal office of the
corporation in the State of Oregon shall be located in the City of Portland,
County of Multnomah.  The corporation may have such other offices, either
within or without the State of Oregon, as the board of directors may designate
or as the business of the corporation may require from time to time.
            Section 2.  Registered Office.  The registered office of the
corporation required by the Oregon Business Corporation Act ("Act") to be
maintained in the State of Oregon may be, but need not be, the same as any of
its places of business in the State of Oregon, and the location of the
registered office may be changed from time to time by the board of directors
or the registered agent of the corporation.

                                  ARTICLE II
                                 Shareholders
            Section 1.  Annual Meeting.  The annual meeting of the
shareholders shall be held on the fourth Thursday in April at 10 a.m., for the
purpose of electing directors and for the transaction of such other business
as may come before the meeting.
            Section 2.  Special Meetings.  Special meetings of the
shareholders, for any purpose or purposes, may be called by the chairman of
the board, by the president and chief executive officer or by the board of
directors, and shall be called by the chairman of the board if one or more
written demands for a meeting describing the purpose or purposes for which it
is to be held are signed, dated and delivered to the secretary of the
corporation by the holders of at least 10 percent of all votes entitled to be
cast on any issue proposed to be considered at the meeting.
            Section 3.  Place of Meeting.  The board of directors shall
determine the place of meeting for all annual and special meetings of the
shareholders.  In the absence of any such determination, all meetings of
shareholders shall be held at the principal office of the corporation in the
State of Oregon.
            Section 4.  Notice of Meeting.  Written or printed notice stating
the place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be given not
earlier than 60 nor less than ten days before the date of the meeting, either
personally or by mail, by or at the direction of the chairman of the board,
the president and chief executive officer or the secretary, or the persons
calling the meeting, to each shareholder of record entitled to vote at such
meeting.  If mailed, such notice shall be effective when deposited in the
United States mail, addressed to the shareholder at his address as shown in
the corporation's current record of shareholders, with postage thereon
prepaid.  If a meeting is adjourned to a different date, time or place
announced at the meeting before adjournment, notice need not be given of the
new date, time or place unless a new record date is or must be fixed for the
adjourned meeting.
            Section 5.  Quorum; Manner of Acting.  Shares entitled to vote as
a separate voting group may take action on a matter only if a quorum of those
shares exists with respect to the matter.  A majority of the votes entitled to
be cast on the matter by voting group, represented in person or by proxy,
shall constitute a quorum of that voting group for action on that matter.  If
a quorum exists, action on a matter, other than the election of directors,
shall be approved by a voting group if the votes cast within the voting group
favoring the action exceed the votes cast opposing the action unless the Act
requires a greater number of affirmative votes.  Directors shall be elected by
a plurality of the votes cast by the shares entitled to vote in the election
at a meeting at which a quorum is present.  Once a share is represented for
any purpose at a meeting, it shall be deemed present for quorum purposes for
the remainder of the meeting and for any adjournment of the meeting unless a
new record date is or must be set for the adjourned meeting.
            Section 6.  Proxies.  At all meetings of shareholders, a
shareholder may vote by proxy executed in writing by the shareholder or by his
duly authorized attorney-in-fact.  Such proxy shall be filed with the
secretary of the corporation before or at the time of the meeting.  No proxy
shall be valid after eleven months from the date of its execution, unless
otherwise provided in the proxy.
            Section 7.  Voting of Shares.  Each outstanding share of the
corporation's common stock shall be entitled to one vote upon each matter
submitted to a vote at a meeting of the shareholders except that shares owned,
directly or indirectly, by another corporation in which the corporation owns,
directly or indirectly, a majority of the shares entitled to vote for the
election of directors of such other corporation shall not be voted at any
meeting or counted in determining the total number of outstanding shares at
any given time.
            Section 8.  Acceptance of Votes.  If the name signed on a vote,
consent, waiver or proxy appointment corresponds to the name of a shareholder,
the corporation shall be entitled to accept the vote, consent, waiver or proxy
appointment and give it effect as the act of the shareholder.
            If the name signed on a vote, consent, waiver or proxy appointment
does not correspond to the name of its shareholder, the corporation shall
nevertheless be entitled to accept the vote, consent, waiver or proxy
appointment and give it effect as the act of the shareholder if:
       a.  The shareholder is an entity and the name signed purports to be
  that of an officer or agent of the entity.
       b.  The name signed purports to be that of an administrator, executor,
  guardian or conservator representing the shareholder.
       c.  The name signed purports to be that of a receiver or trustee in
  bankruptcy of the shareholder.
       d.  The name signed purports to be that of a pledgee, beneficial owner
  or attorney-in-fact of the shareholder.
       e.  Two or more persons are the shareholder as cotenants or
  fiduciaries, the name signed purports to be the name of at least one of the
  co-owners, and the person signing appears to be acting on behalf of all
  co-owners.
       The corporation shall be entitled to reject a vote, consent, waiver or
proxy if the secretary or other officer of agent authorized to tabulate votes,
acting in good faith, has reasonable basis for doubt about the validity of the
signature on it or about the signatory's authority to sign for the
shareholder.

                                  ARTICLE III
                              Board of Directors
       Section 1.  General Powers.  The business and affairs of the
corporation shall be managed by its board of directors.
       Section 2.  Number, Tenure and Classification.  The number of directors
shall be eleven, divided into three classes, three directors to be designated
as Class A directors, four directors to be designated as Class B directors and
four directors to be designated as Class C directors.  At each annual meeting,
directors to replace those whose terms expire at such annual meeting shall be
elected, each such director to hold office until the third annual meeting next
succeeding his election and until his successor is elected or until his death,
resignation, retirement or removal.
       Section 3.  Regular Meetings.  A regular meeting of the board of
directors shall be held without other notice than this bylaw immediately
after, and at the same place as, the annual meeting of shareholders.  The
board of directors may provide by resolution the time and place, either within
or without the State of Oregon, for the holding of additional regular meetings
without other notice than such resolution.
       Section 4.  Special Meetings.  Special meetings of the board of
directors may be called by or at the request of the chairman of the board or
any two directors.  The person or persons authorized to call special meetings
of the board of directors may fix any place, either within or without the
State of Oregon, as the place for holding any special meeting of the board of
directors called by them.
       Section 5.  Notice; Waiver.  Notice of the time, date and place of any
special meeting shall be given at least ten days previously thereto, orally or
by written notice delivered personally or given by telegraph, teletype or
other form of wire communication, or by mail or private carrier, to each
director at his business address.  Oral notice shall be effective when
communicated if communicated in a comprehensible manner and written notice
shall be effective at the earliest of the following: (a) when received,
(b) five days after its deposit in the United States mail, as evidenced by the
postmark, if mailed postpaid and correctly addressed, and (c) on the date
shown on the return receipt, if sent by registered or certified mail, return
receipt requested, and the receipt is signed by or on behalf of the director. 
A director's attendance at, or participation in, a meeting shall constitute a
waiver of notice of such meeting, except where a director at the beginning of
the meeting, or promptly upon the director's arrival, objects to holding of
the meeting or the transacting of business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.  A written
waiver of notice of a meeting signed by the director or directors entitled to
such notice, whether before or after the time stated therein, which specifies
the meeting for which notice is waived and which is filed with the minutes or
corporate records shall be equivalent to the giving of such notice.  Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the board of directors need be specified in the notice or waiver of
notice of such meeting.
            Section 6.  Quorum.  A majority of the number of directors fixed
by Section 2 of this Article III shall constitute a quorum for the transaction
of business at any meeting of the board of directors, but, if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.
            Section 7.  Manner of Acting.  The affirmative vote of a majority
of the directors present at a meeting at which a quorum is present shall be
the act of the board of directors.
            Section 8.  Vacancies.  Any vacancy occurring in the board of
directors, including a vacancy resulting from an increase in the number of
directors, may be filled by the board of directors or, if the remaining
directors constitute fewer than a quorum, by the affirmative vote of a
majority of all the remaining directors.  The term of a director elected to
fill a vacancy shall expire at the next shareholders' meeting at which
directors are elected.
            Section 9.  Presumption of Assent. A director who is present at a
meeting of the board of directors at which corporate action is taken shall be
deemed to have assented to the action taken, unless (a) the director objects
at the beginning of the meeting, or promptly upon the director's arrival, to
holding the meeting or transacting business at the meeting; (b) the director's
dissent or abstention from the action taken is entered in the minutes of the
meeting; or (c) the director delivers written notice of dissent or abstention
to the presiding officer of the meeting before its adjournment or to the
corporation immediately after adjournment of the meeting.  Such right to
dissent or abstain shall not apply to a director who voted in favor of such
action.
            Section 10.  Removal of Directors.  All or any number of the
directors of the corporation may be removed, with or without cause, at a
meeting called expressly for that purpose, by the affirmative vote of the
holders of not less than 80 percent of the outstanding shares of capital stock
of the corporation.
            Section 11.  Compensation.  By resolution of the board of
directors, each director may be paid an annual fee as director and, in
addition thereto, a fixed sum for attendance at each meeting of the board of
directors and executive committee or other committees and his expenses, if
any, of attendance at any such meeting.  No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.
            Section 12.  Retirement.  Each director shall retire from the
board of directors on the date of the regular quarterly meeting of directors
next following the date on which he attains the age of 72 and shall not be
eligible thereafter for reelection.
            Section 13.  Emeritus Director.  The board of directors may elect
one or more emeritus directors to serve at the pleasure of the board of
directors.  Persons eligible to serve as emeritus directors shall be former
directors of this corporation or of a predecessor corporation; an emeritus
director shall be entitled to attend meetings of the board of directors but
shall not be entitled to vote on any matter submitted to the board of
directors.  The board of directors shall fix the compensation to be paid each
emeritus director.  Notice of any meeting of the board of directors need not
be given to an emeritus director, and he shall not be counted for a quorum of
the board of directors.
            Section 14.  Action Without a Meeting.  Any action that may be
taken by the board of directors at a meeting may be taken without a meeting if
one or more consents in writing describing the action so taken shall be signed
by all the directors and included in the minutes or filed with the corporate
records reflecting the action taken.
            Section 15.  Telephonic Meetings.  Meetings of the board of
directors, or of any committee designated by the board of directors, may be
held by means of conference telephone or any other means of communication by
which all directors participating in the meeting can hear each other
simultaneously during the meeting, and such participation shall constitute
presence in person at the meeting.
            Section 16.  Notification of Nominations.  Nominations for the
election of directors may be made by the board of directors or a proxy
committee appointed by the board of directors or by any shareholder entitled
to vote in the election of directors generally.  However, any shareholder
entitled to vote in the election of directors generally may nominate one or
more persons for election as directors at a meeting only if written notice of
such shareholder's intent to make such nomination or nominations has been
given, either by personal delivery or by United States mail, postage prepaid,
to the secretary of the corporation not later than (i) with respect to an
election to be held at an annual meeting of shareholders, 90 days in advance
of such meeting, and (ii) with respect to an election to be held at a special
meeting of shareholders for the election of directors, the close of business
on the seventh day following the date on which notice of such meeting is first
given to shareholders.  Each such notice shall set forth:  (a) the name and
address of the shareholder who intends to make the nomination and of the
person or persons to be nominated; (b) a representation that the shareholder
is a holder of record of stock of the corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to nominate
the person or persons specified in the notice; (c) a description of all
arrangements or understandings between the shareholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the shareholder; (d) such
other information regarding each nominee proposed by such shareholder as would
be required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission, had the nominee been
nominated, or intended to be nominated, by the board of directors; and (e) the
consent of each nominee to serve as a director of the corporation if so
elected.  The chairman of the meeting may refuse to acknowledge the nomination
of any person not made in compliance with the foregoing procedure.

                                  ARTICLE IV

                              Executive Committee
                             and Other Committees

            Section 1.  Appointment.  The board of directors by resolution
adopted by a majority of the full board may appoint an executive committee to
consist of a chairman and two or more other directors.  The chairman of the
committee shall be a director and shall be selected by the board of directors
from the members of the executive committee.  The designation of such
committee and the delegation thereto of authority shall not operate to relieve
the board of directors, or any member thereof, of any responsibility imposed
by law.
            Section 2.  Authority.  The executive committee, when the board of
directors is not in session, shall have and may exercise all the authority of
the board of directors except to the extent, if any, that such authority shall
be limited by the resolution appointing the executive committee and except
also that neither the executive committee nor any other committee of the board
of directors appointed pursuant to Section 10 of this Article IV shall have
the authority to (a) authorize distributions; (b) approve or propose to
shareholders actions required by the Act to be approved by shareholders;
(c) fill vacancies on the board of directors or any of its committees;
(d) amend articles of incorporation; (e) adopt, amend or repeal bylaws;
(f) approve a plan of merger not requiring shareholder approval; (g) authorize
or approve reacquisition of shares, except according to a formula or method
prescribed by the board of directors; or (h) authorize or approve the issuance
or sale or contract for sale of shares, or determine the designation and
relative rights, preferences and limitations of a class or series of shares,
except that the board of directors may authorize a committee or a senior
executive officer of the corporation to do so within limits specifically
prescribed by the board of directors.
            Section 3.  Tenure and Qualifications.  Each member of the
executive committee shall hold office until the next regular annual meeting of
the board of directors following his appointment and until his successor is
appointed as a member of the executive committee.
            Section 4.  Meetings; Notice; Waiver.  Regular meetings of the
executive committee or any other committee of the board of directors appointed
pursuant to Section 10 of this Article IV may be held without notice at such
times and places as the committee may fix from time to time by resolution. 
Special meetings of the executive committee or any such other committee may be
called by any member thereof upon not less than two days' notice stating the
place, date and hour of the meeting.  The provisions of Section 5 of
Article III shall apply to the method for giving of notice of special meetings
of the executive committee or any such other committee and to the waiver of
notice of any such meetings.  The notice of a meeting of the executive
committee or any such other committee need not state the business proposed to
be transacted at the meeting.
       Section 5.  Quorum; Manner of Acting.  A majority of the members of the
executive committee or any such other committee shall constitute a quorum for
the transaction of business at any meeting thereof, and the act of a majority
of the members present at a meeting at which a quorum is present shall be the
act of the committee.
       Section 6.  Action Without a Meeting.  Any action that may be taken by
the executive committee or any such other committee at a meeting may be taken
without a meeting if one or more consents in writing describing the action so
taken shall be signed by all the members of the committee and included in the
minutes of the committee or filed with the corporate records reflecting the
action so taken.
            Section 7.  Vacancies.  Any vacancy in the executive committee or
any such other committee may be filled by a resolution adopted by a majority
of the full board of directors.
            Section 8.  Resignations and Removal.  Any member of the executive
committee or any such other committee may be removed at any time with or
without cause by resolution adopted by a majority of the full board of
directors.  Any member of the executive committee or any such other committee
may resign as a member of the committee at any time by giving written notice
to the chairman of the board or secretary of the corporation, and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
       Section 9.  Procedure.  The chairman of the executive committee shall
be the presiding officer of the executive committee.  The executive committee
and any such other committee shall fix its own rules of procedure which shall
not be inconsistent with these bylaws.  The committee shall keep regular
minutes of its proceedings and report the same to the board of directors for
its information at the meeting thereof held next after the proceedings shall
have been taken.
            Section 10.  Appointment of Other Committees of the Board of
Directors.  The board of directors may from time to time by resolution adopted
by a majority of the full board, create any other committee or committees of
the board of directors and appoint members of the board to serve thereon. 
Each such committee shall have two or more members and, to the extent
specified by the board of directors, may exercise the powers of the board
subject to the limitations set forth in Section 2 of this Article IV.
            Section 11.  Appointment of Other Committees.  The board of
directors or the executive committee or, pursuant to the authority of the
board of directors or the executive committee, the chairman of the board may
from time to time create and appoint any other committee or committees, or
subcommittee or subcommittees, whether composed of directors, officers or
employees, with such duties, responsibilities and authority as may be
prescribed by the board of directors or the executive committee, or by the
chairman of the board pursuant to the authority of the board of directors or
of the executive committee.
            Each such committee or subcommittee shall fix its own rules of
procedure.  The board of directors, the executive committee or the chairman of
the board with respect to any such committee or subcommittee created and
appointed by him shall have power to change the members of any such committee
or subcommittee at any time, to fill vacancies and to dissolve any such
committee or subcommittee at any time.  Any committee may appoint one or more
subcommittees, of its own members, to advise with such committee, or to
apportion the work of such committee.
                                   ARTICLE V
                                   Officers
            Section 1.  Number.  The officers of the corporation shall be a
chairman of the board, a president and chief executive officer, one or more
executive vice-presidents and vice-presidents (the number of executive vice-
presidents and vice-presidents to be determined by the board of directors), a
chief financial officer, a secretary and a treasurer, each of whom shall be
appointed by the board of directors.  The board of directors may from time to
time appoint such assistant officers as may be deemed necessary or desirable
for the business of the corporation.  Such assistant officers shall have such
duties as may be prescribed by the board of directors and shall serve at the
pleasure of the board of directors.  Any two or more offices may be held by
the same person, except the offices of president and chief executive officer
and secretary.
            Section 2.  Appointment and Term of Office.  The officers of the
corporation shall be appointed annually by the board of directors at the first
meeting of the board of directors held after each annual meeting of the
shareholders.  If such appointments shall not be made at such meeting, such
appointments shall be made as soon thereafter as conveniently may be.  Each
officer shall hold office until his successor shall have been duly appointed
or until his death or until he shall resign or shall have been removed in the
manner hereinafter provided.
            Section 3.  Removal.  The board of directors may remove any
officer at any time with or without cause.  The election or appointment of an
officer shall not of itself create contract rights; and the resignation or
removal of an officer shall not affect the contract rights, if any, of the
corporation or the officer.
            Section 4.  Vacancies.  A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the
board of directors for the unexpired portion of the term.
            Section 5.  Chairman of the Board.  The chairman of the board
shall be a member of the board of directors and shall preside at meetings of
the board of directors and meetings of shareholders.  He shall perform such
additional duties and exercise such authority as from time to time may be
assigned or delegated to him by the board of directors.  He may sign, with the
secretary or any other proper officer of the corporation thereunto authorized
by the board of directors, certificates for shares of the corporation, and any
deeds, mortgages, bonds, contracts or other instruments which the board of
directors has authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the board of directors or by
these bylaws to some other officer or agent of the corporation or shall be
required by law to be otherwise signed or executed.
            Section 6.  President and Chief Executive Officer.  The president
and chief executive officer shall be a member of the board of directors, shall
be the chief executive officer of the corporation and, subject to the control
of the board of directors, shall in general supervise and control all the
business and affairs of the corporation.  In the absence of the chairman of
the board he shall preside at meetings of the shareholders.  He shall have
general power to execute deeds, mortgages, bonds, contracts and other
instruments for and on behalf of the corporation, except in cases where the
execution thereof shall be expressly delegated by the board of directors or by
these bylaws to some other officer or agent of the corporation or shall be
required by law to be otherwise executed.  He may sign, with the secretary or
any other proper officer of the corporation thereunto authorized by the board
of directors, certificates for shares of the corporation.
            Section 7.  Executive Vice-Presidents.  The executive
vice-presidents shall perform such duties and exercise such authority as from
time to time may be assigned or delegated to them by the president and chief
executive officer or the board of directors.  An executive vice-president may
sign, with the secretary or any other proper officer of the corporation
thereunto authorized by the board of directors, certificates for shares of the
corporation.
            Section 8.  Vice-Presidents.  The vice-presidents shall perform
such duties and exercise such authority as from time to time may be assigned
or delegated to them by the president and chief executive officer, an
executive vice-president or the board of directors.  One or more of the
vice-presidents may be designated senior vice-president.  Any vice-president
may sign, with the secretary or any other proper officer of the corporation
thereunto authorized by the board of directors, certificates for shares of the
corporation.
            Section 9.  Chief Financial Officer.  The chief financial officer
shall be the principal financial officer of the corporation.  He shall in
general perform all duties incident to the office of the chief financial
officer and such other duties as from time to time may be assigned or
delegated to him by the president and chief executive officer or the board of
directors.
       Section 10.  Secretary.  The secretary shall:  (a) keep the minutes of
the shareholders' and of the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all documents the execution of
which on behalf of the corporation under its seal is duly authorized; (d) keep
a register of the post office address of each shareholder which shall be
furnished to the secretary by such shareholder; (e) sign with the chairman of
the board, the president and chief executive officer, an executive
vice-president or a vice-president certificates for shares of the corporation
the issuance of which shall have been authorized by resolution of the board of
directors; (f) have general charge of the stock transfer books of the
corporation; and (g) in general perform all the duties incident to the office
of secretary and such other duties as from time to time may be assigned to him
by the president and chief executive officer or the board of directors.
       Section 11.  Treasurer.  The treasurer shall:
(a) have charge and custody of and be responsible for all funds and securities
of the corporation; receive and give receipts for moneys due and payable to
the corporation from any source whatsoever, and deposit all such moneys in the
name of the corporation in such banks, trust companies or other depositaries
as shall be selected in accordance with the provisions of Article VI of these
bylaws; and (b) in general perform all the duties incident to the office of
treasurer and such other duties as from time to time may be assigned to him by
the president and chief executive officer, the chief financial officer or the
board of directors.  If required by the board of directors, the treasurer
shall give a bond for the faithful discharge of his duties in such sum and
with such surety or sureties as the board of directors shall determine.
            Section 12.  Salaries.  The salaries of the officers shall be
fixed from time to time by the board of directors and no officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the corporation.

                                  ARTICLE VI
                     Contracts, Loans, Checks and Deposits
            Section 1.  Contracts.  The board of directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the corporation,
and such authority may be general or confined to specific instances.
       Section 2.  Loans.  No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the board of directors.  Such authority
may be general or confined to specific instances.
            Section 3.  Checks, Drafts, etc.  All checks, drafts or other
orders for the payment of money, notes or other evidences of indebtedness
issued in the name of the corporation shall be signed in such manner as shall
from time to time be determined by resolution of the board of directors.
            Section 4.  Deposits.  All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositaries as the president and
chief executive officer or the chief financial officer of the corporation may
select.

                                  ARTICLE VII
                  Certificates For Shares and Their Transfer
       Section 1.  Certificates for Shares.  Certificates representing shares
of the corporation shall be in such form as shall be determined by the board
of directors.  Such certificates shall be signed by the chairman of the board,
the president and chief executive officer, an executive vice-president or a
vice-president and by the secretary or any other proper officer of the
corporation thereunto authorized by the board of directors and sealed with the
corporate seal or a facsimile thereof.  The signatures of such officers upon a
certificate may be facsimiles if the certificate is countersigned by a
transfer agent, or registered by a registrar, other than the corporation
itself or one of its employees.  All certificates for shares shall be
consecutively numbered or otherwise identified.  The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
corporation.  All certificates surrendered to the corporation for transfer
shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
canceled, except as provided in Section 3 of this Article VII.
       Section 2.  Transfer of Shares.  Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the
holder of record thereof or by his legal representative, who shall furnish
proper evidence of authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the secretary of
the corporation, and on surrender for cancellation of the certificate for such
shares.  The person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all purposes.
            Section 3.  Replacement of Certificates.  In the event of the
loss, theft, mutilation or destruction of any certificate for shares, a
duplicate thereof may be issued and delivered to the owner thereof, provided
he makes a sufficient affidavit setting forth the material facts surrounding
the loss, theft, mutilation or destruction of the original certificate and
gives a bond with corporate surety to the corporation, its officers and
agents, in an open penalty amount indemnifying the corporation, its officers
and agents, against any losses, costs and damages suffered or incurred by
reason of such loss, theft, mutilation or destruction of the original
certificate and replacement thereof.
            Section 4.  Transfer Agents and Registrars.  The board of
directors or executive committee may provide for transfer and registration of
the stock of the corporation in Portland, Oregon, and in such other place or
places as may be deemed advisable, and for such purpose may appoint and change
from time to time the necessary transfer agents and registrars.  In case there
shall be more than one transfer agent and more than one registrar, the board
of directors or executive committee may provide for the interchange of
certificates countersigned by the several transfer agents and registrars.  A
transfer agent of the corporation may also be designated as the dividend
disbursing agent of the corporation.  Resolutions of the board of directors or
executive committee appointing transfer agents and registrars shall provide
for such terms and conditions as may be deemed advisable, including without
limitation provisions for indemnification of the transfer agents and
registrars and instructions to them by designated officers of the corporation.

                                 ARTICLE VIII

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

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

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