Willamette Industries Inc – ‘424B3’ on 6/20/96

As of:  Thursday, 6/20/96   ·   Accession #:  929624-96-98   ·   File #:  333-05967

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Prospectus   —   Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus Filed Pursuant to Rule 424(B)(3)           35    186K 

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                                        Rule 424(b)(3)
                                                    Registration No. 333-05967

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+     INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.      +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JUNE 20, 1996

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JUNE 20, 1996 

$400,000,000
WILLAMETTE INDUSTRIES, INC. 

$       % DEBENTURES DUE    , 2026

$       % DEBENTURES DUE    , 2026

----------- 
Interest on the Debentures is payable on    and     of each year, commencing
, 199 . The Debentures are not redeemable at the Company's option prior to
maturity and will not be entitled to any sinking fund.                          

The holder of each  % Debenture Due    , 2026, may elect to have that       
Debenture, or any portion of the principal amount thereof that is a multiple of 
$1,000, repaid on    , 2006, at 100% of the principal amount thereof, together  
with accrued interest to    , 2006. Such election, which is irrevocable when    
made, must be made within the period commencing on    , 2006, and ending at the 
close of business on    , 2006. No similar right is available to the holders of 
the    % Debentures Due    , 2026.                                              

The Debentures offered hereby will be represented by global Debentures      
registered in the name of the nominee of The Depository Trust Company ("DTC").  
Beneficial interests in the global Debentures will be shown on, and transfers   
thereof will be effected only through, records maintained by DTC and its        
participants. Except as described herein, Debentures in definitive form will    
not be issued. The Debentures will be issued only in registered form in         
denominations of $1,000 and integral multiples thereof. See "Description of the 
Debentures."                                                                    
----------- 
THESE SECURITIES  HAVE NOT BEEN APPROVED  OR DISAPPROVED BY THE  SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES 
AND EXCHANGE COMMISSION OR ANY  STATE SECURITIES COMMISSION PASSED UPON  THE
ACCURACY  OR ADEQUACY OF  THIS PROSPECTUS SUPPLEMENT  OR THE PROSPECTUS  TO 
WHICH  IT RELATES.  ANY  REPRESENTATION  TO THE  CONTRARY  IS A  CRIMINAL 
OFFENSE.                                                                

----------- 

                                                                [Download Table]

                                     INITIAL PUBLIC   UNDERWRITING  PROCEEDS TO 
                                    OFFERING PRICE(1) DISCOUNT(2)  COMPANY(1)(3)
                                    ----------------- ------------ -------------
                                                                                
Per  % Debenture Due    , 2026.....          %               %            %     
Total..............................       $               $            $        
Per  % Debenture Due    , 2026.....          %               %            %     
Total..............................       $               $            $        

-----                                                                           
(1) Plus accrued interest, if any, from    , 1996.                              
(2) The Company has agreed to indemnify the Underwriters against certain        
liabilities, including liabilities under the Securities Act of 1933.    
(3) Before deducting estimated expenses of $305,000 payable by the Company.     
----------- 
The Debentures offered hereby are offered severally by the Underwriters, as 
specified herein, subject to receipt and acceptance by them and subject to      
their right to reject any order in whole or in part. It is expected that the    
Debentures will be ready for delivery in book-entry form only through the       
facilities of DTC in New York, New York, on or about    , 1996, against payment 
therefor in immediately available funds.                                        

GOLDMAN, SACHS & CO.                                                            
SALOMON BROTHERS INC                                        
DILLON, READ & CO. INC.                 
 BA SECURITIES, INC.
                                                               J.P. MORGAN & CO.

----------- 

The date of this Prospectus Supplement is       , 1996. 

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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT 
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEBENTURES     
OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN  
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.        

----------------  

RECENT DEVELOPMENTS 

In May 1996, the Company completed the purchase of 602,000 acres of         
timberland and related assets (the "Cavenham Timberland") in the Pacific        
Northwest and North Louisiana for approximately $1,144,860,000 before the sale  
of the Contract Parcels described below, and subject to post-closing            
adjustments. Accordingly, after giving effect to the sale of the Contract       
Parcels, the Company will have acquired 546,000 acres of timberland and         
related assets for approximately $947,000,000, subject to post-closing          
adjustments which, at June 19, 1996, approximate an additional $10,000,000. As  
a result of the acquisition, the percentage of the Company's long-term saw log  
requirements provided by its own timberland is expected to increase from 40%    
to 60%. See "Business--Timber and Other Fiber Resources."                       

The Company has agreed to sell parcels of the Cavenham Timberland (the      
"Contract Parcels") aggregating 56,000 acres to John Hancock Mutual Life        
Insurance Company ("Hancock") for a total price of $197,860,000 plus certain    
expenses incurred by the Company. The sales are to be completed by November     
14, 1997. Hancock's obligation to purchase the Contract Parcels is subject to   
its ability to secure client funding for the purchases, which it has agreed to  
make diligent and sustained efforts to obtain, and to certain other             
conditions. The Company and Hancock have also entered into a Management         
Agreement covering the Contract Parcels and a Right of First Offer Agreement    
and a Timber Supply Agreement with respect to the Contract Parcels and other    
timberland. See "Recent Timberland Acquisition" in the accompanying Prospectus  
dated June 20, 1996 (the "Prospectus"), for additional information regarding    
the acquisition of the Cavenham Timberland by the Company and its agreements    
with Hancock.                                                                   

The Company funded the purchase price for the Cavenham Timberland primarily 
by borrowing $1,100,000,000 under a Credit Agreement dated as of May 10, 1996,  
among the Company and a group of banks providing for a revolving loan and a     
term loan. The revolving loan provides for borrowings of up to $1,000,000,000   
in principal amount, matures on May 15, 2001, and at June 19, 1996, had an      
outstanding principal balance of $450,000,000. The term loan is in the          
principal amount of $600,000,000 and matures on May 15, 1998. Both loans bear   
interest at either a Base Rate or a LIBO Rate, as defined in the Credit         
Agreement and selected by the Company. The interest rates are subject to        
periodic adjustment. At June 19, 1996, the weighted average interest rates per  
annum for indebtedness outstanding under the revolving loan and the term loan   
were 5.76% and 5.73%, respectively.                                             

The Credit Agreement contains certain restrictions on the Company's         
activities and obligates the Company to comply with certain financial           
covenants. For additional information regarding the Credit Agreement, see       
"Recent Timberland Acquisition" in the Prospectus.                              

USE OF PROCEEDS 

The net proceeds to be received by the Company from the issue and sale of   
the Debentures offered hereby are estimated to be $396,645,000 and, as          
required by the Credit Agreement, will be used to reduce the Company's          
indebtedness under the term loan made pursuant to the Credit Agreement.         
Pending such utilization, the proceeds will be held in an interest-bearing      
escrow account with Bank of America National Trust and Savings Association      
("Bank of America"). Bank of America, an affiliate of BA Securities, Inc., and  
Morgan Guaranty Trust Company of New York, an affiliate of J.P. Morgan          
Securities Inc., are lenders under the Credit Agreement and will receive        
approximately $38,463,000 and $30,049,000, respectively, of repayment of        
principal of the term loan from the net proceeds of this offering. See          
"Underwriting."                                                                 

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THE COMPANY 

The Company is a diversified, integrated forest products company which      
manufactures unbleached paper products, white paper products and wood-based     
building materials at 96 plants located throughout the United States.           
Excluding the Contract Parcels which the Company has agreed to sell to          
Hancock, the Company owns or controls approximately 1,800,000 acres of          
timberland in Arkansas, Louisiana, North Carolina, Oregon, South Carolina,      
Tennessee, Texas and Washington.                                                

The Company has two business segments. The Paper Group segment manufactures 
and sells primary products including kraft liner, corrugating medium, bag       
paper, fine paper, hardwood market pulp and specialty printing papers, and      
finished products, including corrugated containers, business forms, cut sheet   
paper, paper bags and ink. The Building Materials Group segment manufactures    
and sells lumber, plywood, oriented strand board, particleboard, medium         
density fiberboard ("MDF"), laminated beams, laminated veneer lumber, wooden    
I-beams and other value-added wood products.                                    

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

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CAPITALIZATION  

The following table sets forth as of March 31, 1996, (i) the historical     
capitalization of the Company, (ii) the pro forma capitalization of the         
Company reflecting the purchase of the Cavenham Timberland on May 15, 1996,     
and the concurrent receipt by the Company of proceeds of a borrowing on May     
15, 1996, to fund the acquisition (see "Recent Developments"), and (iii) the    
pro forma capitalization as adjusted to reflect the issuance of the Debentures  
offered hereby and the application of the net proceeds therefrom after          
deducting estimated offering expenses and an assumed underwriting discount.     
See "Use of Proceeds" and "Unaudited Condensed Pro Forma Combined Financial     
Statements." The pro forma capitalization has not been adjusted to reflect the  
application of the proceeds from the sale of the Contract Parcels.              

                                                                [Download Table]

                                                     MARCH 31, 1996            
                                            --------------------------------   
                                                                  PRO FORMA    
                                                                      AS       
                                              ACTUAL   PRO FORMA   ADJUSTED    
                                            ---------- ---------- ----------   
                                                     (IN THOUSANDS)            
                                                                               
Short-Term Obligations:                                                        
  Notes payable and current installments on                                    
   long-term debt.......................... $   73,588 $   73,588 $   73,588   
  Borrowings under credit agreement, term..        --     200,000    200,000   
                                            ---------- ---------- ----------   
    Total short-term obligations........... $   73,588 $  273,588 $  273,588   
                                            ========== ========== ==========   
Long-Term Obligations:                                                         
  Long-term debt, net of current                                               
   installments............................ $  793,160 $  793,160 $  793,160   
  Borrowings under credit agreement,                                           
   revolving...............................        --     500,000    500,000   
  Borrowings under credit agreement, term..        --     400,000        -- (1)
  Debentures offered hereby................        --         --     400,000   
                                            ---------- ---------- ----------   
    Total long-term obligations............    793,160  1,693,160  1,693,160   
                                            ---------- ---------- ----------   
Stockholders' Equity:                                                          
  Preferred stock, $.50 par value..........        --         --         --    
  Common stock, $.50 par value.............     27,613     27,613     27,613   
  Capital surplus..........................    300,898    300,898    300,898   
  Retained earnings........................  1,574,774  1,574,774  1,574,774   
                                            ---------- ---------- ----------   
    Total stockholders' equity.............  1,903,285  1,903,285  1,903,285   
                                            ---------- ---------- ----------   
      Total capitalization................. $2,696,445 $3,596,445 $3,596,445   
                                            ========== ========== ==========   

--------                                                                        
(1) Long-term term borrowings under the Credit Agreement in excess of the net   
proceeds from the issue and sale of the Debentures are expected to be   
repaid with internally generated cash.                                  

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SELECTED HISTORICAL FINANCIAL DATA  

The Selected Historical Financial Data below should be read in conjunction  
with the more detailed information appearing in the Company's annual report on  
Form 10-K for the year ended December 31, 1995, and the other documents         
available as described under "Incorporation of Certain Documents by Reference"  
in the Prospectus. The Selected Historical Financial Data for each of the five  
years ended December 31, 1995, have been derived from audited financial         
statements, certain of which are incorporated by reference herein. The          
Selected Historical Financial Data for the three-month periods ended March 31,  
1995, and March 31, 1996, are derived from unaudited financial statements and,  
in the opinion of management, include all adjustments (consisting only of       
normal recurring accruals) necessary to present fairly the data for such        
periods. Results for the three-month period ended March 31, 1996, are not       
necessarily indicative of the results for the full year.                        

                                                        [Enlarge/Download Table]

                                                                                     THREE MONTHS ENDED   
                                        YEAR ENDED DECEMBER 31,                           MARCH 31,       
                         ---------------------------------------------------------- ----------------------
                            1991        1992        1993        1994        1995       1995        1996   
                         ----------  ----------  ----------  ----------  ---------- ----------  ----------
                                                    (DOLLARS IN THOUSANDS)                                
                                                                                                          
SUMMARY OF EARNINGS:                                                                                      
 Net sales.............. $2,004,501  $2,372,396  $2,622,237  $3,007,949  $3,873,575 $  900,638  $  866,112
 Cost of sales..........  1,715,197   2,007,703   2,191,448   2,456,437   2,777,735    670,809     678,166
                         ----------  ----------  ----------  ----------  ---------- ----------  ----------
 Gross Profit...........    289,304     364,693     430,789     551,512   1,095,840    229,829     187,946
 Selling and                                                                                              
  administrative                                                                                          
  expenses..............    145,329     167,094     174,413     184,699     201,784     49,402      55,150
                         ----------  ----------  ----------  ----------  ---------- ----------  ----------
 Operating Earnings.....    143,975     197,599     256,376     366,813     894,056    180,427     132,796
 Interest expense.......     63,263      66,422      63,290      71,513      71,050     19,201      14,086
 Other income (expense).     (7,103)     (1,725)     (3,918)     (6,377)        798       (115)        204
                         ----------  ----------  ----------  ----------  ---------- ----------  ----------
 Earnings before taxes..     73,609     129,452     189,168     288,923     823,804    161,111     118,914
 Provision for income                                                                                     
  taxes.................     27,800      47,900      78,500     111,300     309,000     62,028      45,544
                         ----------  ----------  ----------  ----------  ---------- ----------  ----------
 Earnings before                                                                                          
  accounting changes....     45,809      81,552     110,668     177,623     514,804     99,083      73,370
 Accounting changes.....        --          --       26,364         --          --         --          -- 
                         ----------  ----------  ----------  ----------  ---------- ----------  ----------
 Net earnings........... $   45,809  $   81,552  $  137,032  $  177,623  $  514,804 $   99,083  $   73,370
                         ==========  ==========  ==========  ==========  ========== ==========  ==========
BALANCE SHEET DATA:                                                                                       
 Working capital........ $  147,194  $  157,822  $  157,576  $  138,528  $  359,258 $  164,106  $  330,809
 Long-term debt                                                                                           
  (noncurrent portion)..    746,622     843,618     941,710     915,797     790,210    865,858     793,160
 Stockholders' equity...    994,460   1,164,828   1,257,870   1,387,865   1,846,890  1,472,772   1,903,285
 Total assets...........  2,219,067   2,527,416   2,804,553   3,033,398   3,413,555  3,136,491   3,492,272
RATIO OF EARNINGS TO                                                                                      
 FIXED CHARGES(A).......       2.08        2.56        3.06        4.25       10.83       8.24        7.38

--------                                                                        
(a) For the purposes of computing the ratio, "earnings" consist of income       
before taxes plus fixed charges. "Fixed charges" consist of interest    
expense plus one-third of rent expense (which is deemed to be           
representative of an interest factor.)                                  

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
HISTORICAL FINANCIAL CONDITION AND  
RESULTS OF OPERATIONS 

The information set forth below should be read in conjunction with the      
consolidated financial statements and other information included in the         
documents incorporated by reference in the Prospectus.                          

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

RESULTS OF OPERATIONS--1ST QUARTER 1996 VS. 1ST QUARTER 1995                    

Net sales decreased 3.8% in the first quarter of 1996 compared with the     
first quarter of 1995. Paper products sales increased 2.8%. The increase in     
paper products sales was due to higher unit shipments and higher selling        
prices for most fine paper products that were partially offset by declines in   
selling prices for unbleached paper products lines. Unit shipments of the       
Company's paper products exceeded levels from the first quarter of 1995 as      
several capital expansion projects, including the acquisition of the            
Kingsport, Tennessee, fine paper mill, have come on-line since the first        
quarter of 1995. During the first quarter of 1996, prices for all paper         
products trended downward and the Company took downtime at some of its paper    
mills as a result of the inventory buildup in the market and continued excess   
capacity. Pricing pressures in all paper products lines may continue if         
further corrections to paper inventories are necessary.                         

Building materials sales decreased 18.6% compared with the first quarter of 
1995 due to declines in both selling prices and unit shipments for all          
building materials product lines. Selling prices and unit shipments for all     
building materials product lines declined 11.8% and 9.6%, respectively, on a    
one-inch basis compared with the first quarter of 1995. Poor weather            
conditions along with the recent completion of several new structural panel     
and composite board plants have created a supply and demand imbalance           
resulting in price decreases in all building materials markets. Selling prices  
for building materials product lines were also lower due to exceptionally       
strong pricing in the first quarter of 1995.                                    

Gross profit margins decreased to 21.7% in the first quarter of 1996 from   
25.5% in the first quarter of 1995. Paper product gross margins decreased to    
25.7% from 26.6% in the first quarter of 1995. While selling prices for         
unbleached paper products were lower in the first quarter of 1996 compared      
with the first quarter of 1995, gross margins improved slightly as costs for    
old corrugated containers ("OCC"), a material used in the manufacture of        
paper, decreased 42.1% in the first quarter of 1996 compared with the first     
quarter of 1995. A decline in fine paper products gross margins during the      
first quarter of 1996 more than offset the slight increase in gross margins     
realized by unbleached paper products. Gross margins for fine paper products    
declined mainly due to significantly lower selling prices for hardwood market   
pulp. Prices for hardwood market pulp decreased 35.9% in the first quarter of   
1996 from the comparable period in 1995.                                        

Building materials gross margins declined to 10.5% compared with 23.2% in   
the first quarter of 1995. The decrease in building materials gross margins is  
mainly due to lower selling prices in all building materials product lines.     
The cost of logs increased 3.8% in the first quarter of 1996 over levels from   
the first quarter of 1995 exacerbating the decline in building materials gross  
margins. Log costs increased primarily due to higher open market log prices in  
the Company's southern operating regions. Building materials gross margins      
were also negatively affected by start-up costs for a new oriented strand       
board plant and an MDF plant that came on-line during the first quarter of      
1996.                                                                           

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Selling and administrative expenses increased $5.7 million or 11.6% mostly  
due to expansion of Company operations. The ratio of selling and                
administrative expenses to net sales increased to 6.4% for the first quarter    
of 1996 compared with 5.5% for the first quarter of 1995. The increase in this  
ratio was due to higher selling and administrative expenses coupled with a      
decline in net sales.                                                           

Interest expense was $14.1 million in the first quarter of 1996 compared    
with $19.2 million in the first quarter of 1995. The Company's average          
outstanding debt decreased $180.6 million between the two periods which was     
the main reason for the decline in interest expense. In addition, the           
Company's effective interest rate on average outstanding debt was 7.79% in the  
first quarter of 1996 compared with 7.99% for the first quarter of 1995.        

RESULTS OF OPERATIONS--1995 VS. 1994                                            

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

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

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

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

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

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

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

LIQUIDITY AND CAPITAL RESOURCES                                                 

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

During the first three months of 1996, the Company had capital expenditures 
of $109.2 million and made a deposit of $50.0 million in connection with the    
asset purchase of the Cavenham Timberlands. These investments were funded with  
internally generated cash flows. Cash flows from operating activities           
increased $41.1 million or 24.9% in the first three months of 1996 from the     
comparable period in 1995 mainly due to a reduction in the Company's            
investment in working capital.                                                  

The total debt to capital ratio decreased to 31.3% at March 31, 1996, from  
32.0% at December 31, 1995. At May 31, 1996, subsequent to the May 15, 1996,    
closing of, and concurrent borrowing to fund, the purchase of the Cavenham      
Timberland, the total debt to capital ratio was 50.3%. The Company anticipates  
it can maintain its planned level of capital spending over the next three       
years and still reduce its debt to capital ratio to below 40% by 1999. Net      
working capital decreased to $330.8 million at March 31, 1996, from $359.3      
million at December 31, 1995.                                                   

The Company believes it has the resources available to meet its liquidity   
requirements. Resources include internally generated funds, short-term          
borrowing agreements and the unused portion of the revolving loan available     
under the Credit Agreement.                                                     

ENVIRONMENTAL MATTERS                                                           

The Company believes it is in substantial compliance with federal, state and
local laws regarding environmental quality. The Environmental Protection        
Agency has issued proposed rules regarding air and water quality referred to    
as the "cluster rules," which are currently undergoing public review. As        
proposed, the rules would have a particularly onerous effect on the paper       
industry. If the proposed rules were to be adopted without modification, the    
financial impact on the paper industry has been estimated at more than $11      
billion for capital expenditures to comply with the rules. The Company          
believes that the proposed level of regulation is not justified on either an    
environmental impact or cost benefit basis and hopes that a compromise will be  
reached to lessen the severity of the rules.                                    

In addition to the impact of the cluster rules on pulp and paper mills, the 
Company's other operations are faced with increasingly stringent environmental  
regulations. However, based upon regulations either enacted or proposed, the    
Company estimates that over the next five years capital expenditures required   
to comply with environmental regulations will not exceed $125 million plus      
capital expenditures now in progress. 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          
competitive position.                                                           

Much attention has been given to the controversy concerning                 
preservationists' efforts to stop the harvest of timber from federal            
timberlands in the Northwest. With these efforts have come increased            
regulations, limitations and restrictions on the harvest of timber from         
privately owned timberland.                                                     

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Current rules and regulations do not significantly impact the Company's         
ability to manage its Pacific Northwest timberland on a sustained-yield basis.  

FORWARD-LOOKING STATEMENTS                                                      

The statements regarding the anticipated reduction in the Company's debt to 
capital ratio and the impact of the cluster rules and other environmental       
regulations in "--Liquidity and Capital Resources" and "--Environmental         
Matters," respectively, constitute forward-looking statements within the        
meaning of the Private Securities Litigation Reform Act of 1995 that involve a  
number of risks and uncertainties. In particular, the anticipated reduction in  
the debt to capital ratio will depend in part on the results of the Company's   
operations which are affected by general economic conditions, new housing       
starts, remodeling activity, the availability and terms of financing for        
construction, competitive factors, including pricing pressures, and             
fluctuations in the cost and availability of wood fiber and on the assumption   
that the Company will not incur significant indebtedness for acquisitions or    
capital expenditures in excess of projected amounts. The impact of              
environmental regulations will depend on the particular environmental           
regulations ultimately adopted and the construction and other costs associated  
with complying with such regulations. In view of these uncertainties,           
prospective 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 of the forward-looking statements  
contained herein to reflect future events or developments.                      

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UNAUDITED CONDENSED PRO FORMA COMBINED FINANCIAL DATA 

On May 15, 1996, the Company acquired the Cavenham Timberland in a          
transaction to be accounted for as a purchase.                                  

The following unaudited condensed pro forma combined balance sheet has been 
prepared from the consolidated balance sheet of the Company as of March 31,     
1996, and gives effect, on a pro forma basis as of March 31, 1996, to (i) the   
acquisition of the Cavenham Timberland and related assets on May 15, 1996,      
(ii) the sale of the related assets to third parties in transactions which      
were consummated simultaneously with the consummation of the Company's          
acquisition of the Cavenham Timberland, and (iii) the receipt by the Company    
of the proceeds of a borrowing on May 15, 1996, under the Credit Agreement.     

The following unaudited condensed pro forma combined statements of earnings 
combine the results of operations of the Company and the Cavenham Timberland    
for the year ended December 31, 1995, and the three months ended March 31,      
1996, respectively, on a pro forma basis as though the acquisition had          
occurred as of the beginning of the period.                                     

The unaudited condensed pro forma combined financial statements should be   
read in conjunction with the historical financial statements and notes          
included in the Company's annual report on Form 10-K for the year ended         
December 31, 1995, its quarterly report on Form 10-Q for the period ended       
March 31, 1996, and its current report on Form 8-K filed May 29, 1996, as       
amended by Form 8-K/A filed June 10, 1996. The pro forma information is not     
necessarily indicative of the results that would have been reported had such    
events actually occurred on the dates specified, nor is it indicative of the    
Company's future results.                                                       

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WILLAMETTE INDUSTRIES, INC. AND ASSETS PURCHASED FROM CAVENHAM

UNAUDITED CONDENSED PRO FORMA COMBINED BALANCE SHEET
MARCH 31, 1996

                                                                [Download Table]

                          HISTORICAL             PRO FORMA                      
                          ---------- ----------------------------------------   
                                                    ASSETS SOLD                 
                                        ASSETS      & FINANCING                 
                           COMPANY   PURCHASED(A)    OBTAINED       COMBINED    
                          ---------- ------------   -----------     ---------   
                                  (DOLLAR AMOUNTS IN THOUSANDS)                 
                                                                                
ASSETS                                                                          
Current Assets:                                                                 
  Cash................... $   44,925         --          5,140 (e)     50,065   
  Accounts receivables,                                                         
   net...................    312,537         --            --         312,537   
  Inventories............    359,319       8,000           --         367,319   
  Prepaid expenses.......     42,147         --            --          42,147   
  Assets held for sale...        --      641,000      (443,140)(b)    197,860(b)
                          ----------  ----------    ----------      ---------   
    Total current assets.    758,928     649,000      (438,000)       969,928   
                          ----------  ----------    ----------      ---------   
Timber, timberlands and                                                         
 related facilities......    569,609     947,003       (50,000)(c)  1,466,612   
Property, plant and                                                             
 equipment, net..........  2,098,204       7,720           --       2,105,924   
Other assets.............     65,531         --            --          65,531   
                          ----------  ----------    ----------      ---------   
    Total assets......... $3,492,272   1,603,723      (488,000)     4,607,995   
                          ==========  ==========    ==========      =========   
LIABILITIES AND                                                                 
 STOCKHOLDERS' EQUITY                                                           
Current liabilities:                                                            
  Current debt........... $   73,588         --        200,000 (d)    273,588   
  Accounts payable and                                                          
   accrued liabilities...    298,233         --            --         298,233   
  Accrued income taxes...     56,298         --            --          56,298   
                          ----------  ----------    ----------      ---------   
    Total current liabil-                                                       
     ities...............    428,119         --        200,000        628,119   
                          ----------  ----------    ----------      ---------   
Long-term debt, net of                                                          
 current installments....    793,160         --        900,000 (d)  1,693,160   
Other liabilities........     30,279      15,723           --          46,002   
Deferred income taxes....    337,429         --            --         337,429   
Stockholders' equity:                                                           
  Preferred stock, $.50                                                         
   par value.............        --          --            --             --    
  Common stock, $.50 par                                                        
   value.................     27,613         --            --          27,613   
  Capital surplus........    300,898         --            --         300,898   
  Retained earnings......  1,574,774         --            --       1,574,774   
                          ----------  ----------    ----------      ---------   
    Total stockholders'                                                         
     equity..............  1,903,285         --            --       1,903,285   
                          ----------  ----------    ----------      ---------   
    Total liabilities &                                                         
     stockholders'                                                              
     equity.............. $3,492,272      15,723     1,100,000      4,607,995   
                          ==========  ==========    ==========      =========   
Net pro forma adjust-                                                           
 ments...................             $1,588,000(f) $1,588,000                  
                                      ==========    ==========                  

See explanation of pro forma adjustments in Notes to Unaudited Condensed
Pro Forma Combined Financial Statements.

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WILLAMETTE INDUSTRIES, INC. AND ASSETS PURCHASED FROM CAVENHAM

UNAUDITED CONDENSED PRO FORMA COMBINED STATEMENT OF EARNINGS YEAR ENDED 
DECEMBER 31, 1995 

                                                                [Download Table]

                                  HISTORICAL       PRO FORMA ADJUSTMENTS       
                              ------------------- -----------------------------
                                         CAVENHAM                              
                               COMPANY    ASSETS  DEBIT     CREDIT    COMBINED 
                              ---------- -------- ------    ------    ---------
                               (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER        
                                              SHARE DATA)                      
                                                                               
Net sales.................... $3,873,575 123,893     --        --     3,997,468
Cost of sales................  2,777,735  67,329  35,784(g)    --     2,880,848
                              ---------- -------  ------    ------    ---------
  Gross profit...............  1,095,840  56,564  35,784       --     1,116,620
Selling and administrative                                                     
 expenses....................    201,784   1,403     --        --       203,187
                              ---------- -------  ------    ------    ---------
  Operating earnings.........    894,056  55,161  35,784       --       913,433
Other income, net............        798     796     --        --         1,594
                              ---------- -------  ------    ------    ---------
                                 894,854  55,957  35,784       --       915,027
Interest expense.............     71,050     --   55,458(h)    --       126,508
                              ---------- -------  ------    ------    ---------
Earnings before taxes........    823,804  55,957  91,242       --       788,519
Provision for income taxes...    309,000     --      --     13,231(i)   295,769
                              ---------- -------  ------    ------    ---------
  Net earnings............... $  514,804  55,957  91,242    13,231      492,750
                              ========== =======  ======    ======    =========
Weighted average number of                                                     
 shares outstanding (in                                                        
 thousands)..................     55,146                                 55,146
                              ==========                              =========
Earnings per share........... $     9.34                              $    8.94
                              ==========                              =========

See explanation of pro forma adjustments in Notes to Unaudited Condensed Pro
Forma Combined Financial Statements.

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WILLAMETTE INDUSTRIES, INC. AND ASSETS PURCHASED FROM CAVENHAM

UNAUDITED CONDENSED PRO FORMA COMBINED STATEMENT OF EARNINGS
THREE MONTHS ENDED MARCH 31, 1996 

                                                                [Download Table]

                                      HISTORICAL     PRO FORMA ADJUSTMENTS       
                                   ----------------- ----------------------------
                                            CAVENHAM                             
                                   COMPANY   ASSETS  DEBIT     CREDIT    COMBINED
                                   -------- -------- ------    ------    --------
                                   (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER      
                                                 SHARE DATA)                     
                                                                                 
Net sales........................  $866,112  38,568     --       --      904,680 
Cost of sales....................   678,166  19,769  10,887(g)   --      708,822 
                                   --------  ------  ------    -----     ------- 
  Gross profit...................   187,946  18,799  10,887      --      195,858 
Selling and administrative ex-                                                   
 penses..........................    55,150     289     --       --       55,439 
                                   --------  ------  ------    -----     ------- 
  Operating earnings.............   132,796  18,510  10,887      --      140,419 
Other income, net................       204     111     --       --          315 
                                   --------  ------  ------    -----     ------- 
                                    133,000  18,621  10,887      --      140,734 
Interest expense.................    14,086     --   13,864(h)   --       27,950 
                                   --------  ------  ------    -----     ------- 
Earnings before taxes............   118,914  18,621  24,751      --      112,784 
Provision for income taxes.......    45,544     --      --     2,347(i)   43,197 
                                   --------  ------  ------    -----     ------- 
  Net earnings...................  $ 73,370  18,621  24,751    2,347      69,587 
                                   ========  ======  ======    =====     ======= 
Weighted average number of shares                                                
 outstanding (in thousands)......    55,224                               55,224 
                                   ========                              ======= 
Earnings per share...............  $   1.33                              $  1.26 
                                   ========                              ======= 

See explanation of pro forma adjustments in Notes to Unaudited Condensed Pro
Forma Combined Financial Statements.

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NOTES TO UNAUDITED CONDENSED PRO FORMA COMBINED FINANCIAL STATEMENTS  

(a) Reflects the purchase of approximately 1,088,000 acres of timberland, a 
sawmill, and related assets and the assumption of certain related liabilities.  
The assets purchased included approximately 542,000 acres of timberland and     
related assets that were sold pursuant to separate agreements with three        
designees for an aggregate purchase price of $641,000,000, and which are        
reflected herein as "Assets held for sale." The assets sold included the        
assets described in the last sentence of Note (b).                              

(b) Reflects the sale of approximately 486,000 acres of timberland and      
related assets contemplated by the separate designee agreements in              
transactions consummated concurrently with the consummation of the asset        
purchase described in Note (a). Approximately 56,000 acres of timberland and    
related assets remain to be conveyed to one designee for approximately          
$197,860,000.                                                                   

(c) Reflects an escrow deposit applied to the payment of the purchase price 
which the Company had previously recorded in "Timber, timberlands and related   
facilities."                                                                    

(d) Reflects the $1,100,000,000 loan obtained as the primary funding of the 
asset purchase. The loan was made under a Credit Agreement between the Company  
and a group of banks providing for a revolving loan and a term loan. The        
revolving loan provides for borrowings of up to $1,000,000,000 in principal     
amount to mature on May 15, 2001, and had an initial outstanding principal      
balance of $500,000,000. The term loan is in the principal amount of            
$600,000,000 to mature on May 15, 1998. The initial weighted average interest   
rates per annum for indebtedness outstanding under the revolving loan and the   
term loan are 5.75% and 5.72%, respectively. The amount of $200,000,000         
reflected in "Current debt" corresponds to the anticipated sale of "Assets      
held for sale" discussed in Note (b) above and concurrent pay down of a         
portion of the term loan upon such sale with the net proceeds therefrom as      
required by the Credit Agreement. Interest expense does not include any         
adjustments for interest on debt attributable to the "Assets held for sale" as  
these costs are reimbursable expenses pursuant to the agreement with the        
purchaser.                                                                      

(e) Reflects excess loan proceeds.                                          

(f) Excluded from the initial purchase price are post-closing purchase price
adjustments, which, at June 10, 1996, approximate an additional $10,000,000,    
including approximately $7,000,000 for inventories.                             

(g) Reflects additional timber depletion and road amortization expense      
attributable to the increase in the cost basis for the Company, as compared to  
Cavenham, of timber and roads as a result of the purchase transaction.          

(h) Reflects the increase in interest expense related to the increase in    
debt discussed in Note (d) above.                                               

(i) Reflects the related tax effects of the pro forma adjustments at the    
Company's effective tax rate.                                                   

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BUSINESS  

GENERAL                                                                         

The Company is a diversified, integrated forest products company with 1995  
sales in excess of $3.87 billion. The Company manufactures unbleached paper     
products, white paper products and wood-based building materials in 96 plants   
located throughout the United States. Excluding the Contract Parcels that the   
Company has agreed to sell to Hancock, the Company owns or controls             
approximately 1,800,000 acres of timberland in Arkansas, Louisiana, North       
Carolina, Oregon, South Carolina, Tennessee, Texas and Washington.              

The Company has two business segments. The Paper Group segment manufactures 
and sells primary products including kraft liner, corrugating medium, bag       
paper, fine paper, hardwood market pulp and specialty printing papers, and      
finished products, including corrugated containers, business forms, cut sheet   
paper, paper bags and ink. The Building Materials Group segment manufactures    
and sells lumber, oriented strand board, plywood, particleboard, MDF,           
laminated beams, laminated veneer lumber, wooden I-beams and other value-added  
wood products.                                                                  

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

BUSINESS SEGMENT DATA                                                           

The following table sets forth sales and operating earnings data with       
respect to the Company's Paper Group and Building Materials Group segments for  
the periods indicated. The Company is not dependent on any one significant      
customer or group of customers and has no material foreign operations.          
Approximately 95% of the Company's sales are to domestic customers.             

                                                        [Enlarge/Download Table]

                                                                            THREE MONTHS ENDED      
                                   YEAR ENDED DECEMBER 31,                       MARCH 31,          
                         ----------------------------------------------  -------------------------- 
                              1993            1994            1995           1995          1996     
                         --------------  --------------  --------------  ------------  ------------ 
                                             (DOLLAR AMOUNTS IN THOUSANDS)                          
                                                                                                    
Sales to outside                                                                                    
 customers:                                                                                         
 Paper Group:                                                                                       
 Fabricated paper                                                                                   
  products.............. $1,232,311  47% $1,475,593  49% $2,128,428  55% $473,982  53% $492,983  57%
 Pulp and paper.........    360,014  14     410,365  14     681,094  18   148,459  16   146,691  17 
                         ---------- ---  ---------- ---  ---------- ---  -------- ---  -------- --- 
  Total Paper Group.....  1,592,325  61   1,885,958  63   2,809,522  73   622,441  69   639,674  74 
                         ---------- ---  ---------- ---  ---------- ---  -------- ---  -------- --- 
 Building Materials                                                                                 
  Group:                                                                                            
 Lumber.................    184,287   7     188,445   6     169,753   4    47,484   5    38,672   4 
 Plywood................    425,387  16     441,397  15     428,707  11   115,427  13    91,089  11 
 Particleboard and MDF..    234,123   9     292,153  10     272,336   7    78,276   9    62,655   7 
 Other wood products....    186,115   7     199,996   6     193,257   5    37,010   4    34,022   4 
                         ---------- ---  ---------- ---  ---------- ---  -------- ---  -------- --- 
  Total Building                                                                                    
   Materials Group......  1,029,912  39   1,121,991  37   1,064,053  27   278,197  31   226,438  26 
                         ---------- ---  ---------- ---  ---------- ---  -------- ---  -------- --- 
  Total net sales....... $2,622,237 100% $3,007,949 100% $3,873,575 100% $900,638 100% $866,112 100%
                         ========== ===  ========== ===  ========== ===  ======== ===  ======== === 
 Contribution to                                                                                    
  earnings:(1)                                                                                      
 Paper Group............ $   53,655  21% $  124,856  34% $  707,234  79% $129,750  72% $124,027  93%
 Building Materials                                                                                 
  Group.................    202,721  79     241,957  66     186,822  21    50,677  28     8,769   7 
                         ---------- ---  ---------- ---  ---------- ---  -------- ---  -------- --- 
  Contribution to                                                                                   
   earnings............. $  256,376 100% $  366,813 100% $  894,056 100% $180,427 100% $132,796 100%
                         ========== ===  ========== ===  ========== ===  ======== ===  ======== === 

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

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PAPER GROUP                                                                     

Market Pulp and Fine Paper. The Company manufactures hardwood market pulp,  
which is sold to outside customers, at its facility in Hawesville, Kentucky.    
Fine paper is produced at a fine paper mill at the Hawesville facility and at   
mills in Johnsonburg, Pennsylvania; Kingsport, Tennessee; and Marlboro County,  
South Carolina. In 1995, the Company made 4.8% of the hardwood market pulp      
produced in the U.S and accounted for 7.7% of the nation's fine paper           
production. Chips from nearby sawmills and plywood plants serve as the primary  
fiber source for the Company's fine paper mills. The Company's timberland in    
Tennessee and the Carolinas also serves as a source of fiber.                   

Unbleached Paper. Four Company paper mills accounted for 5.0% of the 1995   
U.S. production of linerboard, corrugating medium and bag paper. Nearly all of  
the Company's production of these products is used by the Company's box and     
bag manufacturing plants or is traded for their needs. The Company's plywood    
plants, sawmills and timberland can provide 100% of the chips needed by the     
Company's linerboard mill in Campti, Louisiana, and almost 100% of chip         
requirements for the linerboard mill in Albany, Oregon. Recycled fiber, in the  
form of used corrugated containers, provided 58.7% of the fiber used by the     
four mills in 1995.                                                             

Office Papers. The Company's seven business forms plants manufactured 8.8%  
of the forms produced in the U.S. in 1995. These forms, mostly long-run         
continuous computer forms, along with Willcopy(R), the Company's photocopy and  
cut-sheet printer paper produced at its four cut-sheet facilities, are          
marketed by 73 Company sales and distribution centers nationwide. In 1995, the  
Company's cut sheets accounted for 9.5% of the nation's production.             

Corrugated Containers and Sheets. Corrugated containers and sheets          
manufactured by the Company's 32 corrugated container plants accounted for      
5.6% of 1995 U.S. corrugated container production. Products range from eye-     
catching preprinted boxes to sturdy wax-coated shipping containers to plain     
brown boxes. Corrugated containers are marketed by the Company's sales force    
to a variety of industrial and agricultural customers.                          

Bags. The Company's four bag plants made 14.4% of the paper bags produced in
the U.S. in 1995. Bags are marketed to grocery, department, drug and hardware   
stores in the West and South by the Company's sales force.                      

BUILDING MATERIALS GROUP                                                        

Structural Panels and Lumber. Plywood products, totaling 6.6% of the        
nation's 1995 structural panel production, are manufactured at the Company's    
10 plants in Arkansas, the Carolinas, Louisiana and Oregon. The Company's       
oriented strand board plant in Louisiana began production in the first quarter  
of 1996. In 1995, the Company's six sawmills in Arkansas, Louisiana and Oregon  
accounted for 1.3% of U.S. lumber production. In May 1996, the Company          
acquired an additional sawmill in Oregon as part of the Cavenham Timberland.    
Structural panels and lumber products are marketed through independent          
wholesalers and distributors throughout the United States.                      

Composite Board. Four Company particleboard plants in Louisiana and Oregon  
accounted for 12.8% of U.S. particleboard production in 1995. The Company's     
three MDF plants in Arkansas, Oregon and South Carolina made 19.7% of the MDF   
produced in the U.S. in 1995. These plants also produce value-added products    
such as color-coated, woodgrain-printed, fire-rated and moisture-resistant      
board. Composite board products are sold nationwide to distributors and to      
cabinet and furniture manufacturers.                                            

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Engineered Wood Products. The Company's three laminated beam plants in      
Oregon and Louisiana accounted for 28.4% of the 1995 U.S. production. Two       
laminated veneer lumber plants and one wooden I-beam plant, all located in      
Oregon, manufactured 5.3% and 5.2%, respectively, of the laminated veneer       
lumber and wooden I-beams produced in the U.S. in 1995. Engineered wood         
products, both stock and custom-made, are sold nationwide and internationally.  

CAPITAL INVESTMENT                                                              

The Company is continuously making capital expenditures at its manufacturing
facilities to improve fiber utilization and labor efficiency and to expand      
production capacity. In 1995, the Company's capital expenditures, including     
environmental capital expenditures, aggregated $412.0 million. At December 31,  
1995, the estimated cost of major capital projects in progress was              
approximately $922.9 million of which $179.3 million had been spent.            

TIMBER AND OTHER FIBER RESOURCES                                                

Excluding the Contract Parcels which the Company has agreed to sell to      
Hancock, the Company owns or controls approximately 1,800,000 acres of          
timberland. Prior to the acquisition of the Cavenham Timberland, the Company's  
timberland provided approximately 70% of the Company's long-term saw log        
requirements for its Pacific Northwest operations, 27% of such requirements     
for its Southern Operations and 40% of the long-term saw log requirements for   
all its operations. The remainder was purchased through government and private  
timber sales and open market purchases. As a result of the acquisition of the   
Cavenham Timberland, the Company expects that its own timberland will supply    
all the saw logs needed for its Pacific Northwest operations and additional     
logs for sale in the domestic or export markets, 27% of its long-term saw log   
needs for its Southern Operations and 60% of its overall long-term saw log      
needs. The Company's timberland is distributed geographically as follows:       
728,000 acres in Louisiana, Arkansas and Texas; 611,000 acres in Oregon         
(excluding the Contract Parcels); 188,000 acres in Tennessee; 156,000 acres in  
the Carolinas; and 117,000 acres in Washington.                                 

Recycled fiber is an important raw material source for the Company's        
unbleached paper mills. In 1995, used corrugated containers provided 58.7% of   
the Company's fiber requirements for linerboard, corrugating medium and bag     
paper production.                                                               

ENERGY                                                                          

The Company's manufacturing facilities are able to generate 60% of their    
total energy needs through cogeneration, burning waste materials and recycling  
spent pulp liquors.                                                             

EMPLOYEES                                                                       

The Company has approximately 13,000 employees. Approximately 52% of the    
employees are represented by labor unions with which the Company has            
collective bargaining agreements including approximately 1,150 employees who    
are continuing to work under the terms of agreements which expired on June 1,   
1996. At June 18, 1996, the Company and the unions were engaged in              
negotiations for new agreements. There can be no assurance that the employees   
will continue to work while the negotiations continue.                          

DESCRIPTION OF THE DEBENTURES 

The following information concerning the    % Debentures Due    , 2026      
(the " % Debentures"), and the    % Debentures Due    , 2026    (the " %  
Debentures"), offered hereby supplements and should be read in conjunction      
with the statements in the Prospectus under                                     

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the caption "Description of Securities." Capitalized terms not otherwise        
defined herein shall have the meanings given to them in the Prospectus.         

GENERAL                                                                         

The Debentures will be issued as unsecured obligations of the Company in an 
aggregate principal amount of $400,000,000. The  % Debentures will be limited   
to $    aggregate principal amount and will mature on    , 2026. The  %         
Debentures will be limited to $    aggregate principal amount and will mature   
on    , 2026.                                                                   

The Debentures will bear interest from    , payable semi-annually in arrears
on each     and    , commencing    , 199 , at the rates per annum set forth on  
the cover page of this Prospectus Supplement, to the persons in whose names     
the Debentures are registered on the preceding     and    , respectively.       

The Debentures are subject to the provisions of the Indenture relating to   
defeasance and covenant defeasance as described in the Prospectus under         
"Description of Securities-Defeasance and Covenant Defeasance."                 

OPTIONAL REPAYMENT                                                              

The  % Debentures may be repaid on    , 2006, at the option of the Holders  
of the  % Debentures at 100% of their principal amount, together with accrued   
interest to    , 2006. In order for a Holder to exercise this option, the       
Company must receive at its office or agency in New York, New York, during the  
period beginning on    , 2006, and ending at 5:00 p.m. (New York City time) on  
, 2006 (or, if    , 2006, is not a Business Day, the next succeeding      
Business Day), the  % Debentures with the form entitled "Option to Elect        
Repayment on    , 2006" on the last page of the  % Debentures duly completed.   
Any such notice received by the Company during the period beginning on    ,     
2006, and ending at 5:00 p.m. (New York City time) on    , 2006, shall be       
irrevocable. See "--Book-Entry System." The repayment option may be exercised   
by a Holder of the  % Debentures for less than the entire principal amount of   
the  % Debentures held by such Holder, so long as the principal amount that is  
to be repaid is 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 any  % Debentures for repayment will be determined by the     
Company, whose determination will be final and binding.                         

Failure by the Company to repay the  % Debentures when required as described
in the preceding paragraph will result in an Event of Default under the         
Indenture.                                                                      

As long as the  % Debentures are represented by a Global Security, DTC or   
DTC's nominee will be the registered holder of the  % Debentures and therefore  
will be the only entity that can exercise a right to repayment. See "--Book-    
Entry System."                                                                  

No similar right of repayment is available to holders of the  % Debentures. 

BOOK-ENTRY SYSTEM                                                               

The  % Debentures and the  % Debentures will be represented by Global       
Securities that will be deposited with, or on behalf of, DTC and registered in  
the name of a nominee of DTC.                                                   

DTC has advised the Company and the Underwriters as follows: DTC is a       
limited-purpose trust company organized under the New York Banking Law, a       
"banking organization" within the meaning of the New York Banking Law, a        
member of the Federal Reserve System, a "clearing corporation" within the       
meaning of the New York Uniform Commercial Code and a "clearing agency"         
registered pursuant                                                             

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to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC    
was created to hold securities of its participating organizations               
("participants") and to facilitate the clearance and settlement of securities   
transactions, such as transfers and pledges, among its participants, thereby    
eliminating the need for physical movement of securities certificates.          
Participants include securities brokers and dealers (including the              
Underwriters), banks, trust companies, clearing corporations and certain other  
organizations, some of whom (and/or their representatives) own DTC. Access to   
DTC's book-entry system is also available to others, such as banks, brokers,    
dealers and trust companies that clear through or maintain a custodial          
relationship with a participant, either directly or indirectly. Persons who     
are not participants may beneficially own securities held by DTC only through   
participants.                                                                   

The Debentures will not be transferable or exchangeable for Debentures in   
certificated form except under the limited circumstances described in the       
Prospectus under "Description of Securities--Global Securities."                

A further description of DTC's procedures with respect to the Debentures is 
set forth in the Prospectus under "Description of Securities--Global            
Securities."                                                                    

So long as the   % Debentures are represented by a Global Security, DTC or  
DTC's nominee will be the only entity that can exercise a right to repayment    
pursuant to the Holder's option to elect repayment of its   % Debentures.       
Notice by participants or by owners of beneficial interests in a Global         
Security held through such participants of the exercise of the option to elect  
repayment of beneficial interests in   % Debentures represented by a Global     
Security must be transmitted to DTC in accordance with its procedures on a      
form required by DTC and provided to participants. In order to ensure that DTC  
or DTC's nominee will timely exercise a right to repayment with respect to a    
particular   % Debenture, the beneficial owner of such   % Debenture must       
instruct the broker or other participant through which it holds an interest in  
such   % Debenture to notify DTC of its desire to exercise a right to           
repayment. Different firms have different cut-off times for accepting           
instructions from their customers and, accordingly, each beneficial owner       
should consult the broker or other participant through which it holds an        
interest in a   % Debenture in order to ascertain the cut-off time by which     
such an instruction must be given in order for timely notice to be delivered    
to DTC. The Company will not be liable for any delay in delivery of such        
notice to DTC.                                                                  

UNDERWRITING  

Subject to the terms and conditions set forth in the Underwriting Agreement,
the Company has agreed to sell to each of the Underwriters named below, and     
each of the Underwriters has severally agreed to purchase, the principal        
amount of the Debentures set forth opposite its name below:                     

                                                                [Download Table]

                                                           PRINCIPAL  PRINCIPAL 
                                                           AMOUNT OF  AMOUNT OF 
                                                                %          %    
                       UNDERWRITER                         DEBENTURES DEBENTURES
                       -----------                         ---------- ----------
                                                                                
Goldman, Sachs & Co.......................................   $          $       
Salomon Brothers Inc......................................                      
Dillon, Read & Co. Inc....................................                      
BA Securities, Inc........................................                      
J.P. Morgan Securities Inc................................                      
                                                             -----      -----   
    Total.................................................   $          $       
                                                             =====      =====   

Under the terms and conditions of the Underwriting Agreement, the           
Underwriters are committed to take and pay for all of the Debentures, if any    
are taken.                                                                      

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The Underwriters propose to offer the   % Debentures in part directly to the
public at the initial public offering price set forth on the cover page of      
this Prospectus Supplement and in part to certain securities dealers at such    
price less a concession of    % of the principal amount of the   % Debentures.  
The Underwriters may allow, and such dealers may reallow, a concession not to   
exceed  % of the principal amount of the   % Debentures to certain brokers and  
dealers. After the   % Debentures are released for sale to the public, the      
offering price and other selling terms may from time to time be varied by the   
Underwriters.                                                                   

The Underwriters propose to offer the   % Debentures in part directly to the
public at the initial public offering price set forth on the cover page of      
this Prospectus Supplement and in part to certain securities dealers at such    
price less a concession of  % of the principal amount of the   % Debentures.    
The Underwriters may allow, and such dealers may reallow, a concession not to   
exceed  % of the principal amount of the   % Debentures to certain brokers and  
dealers. After the   % Debentures are released for sale to the public, the      
offering price and other selling terms may from time to time be varied by the   
Underwriters.                                                                   

The Debentures are new issues of securities with no established trading     
market. The Company has been advised by the Underwriters that they intend to    
make a market in the Debentures but are not obligated to do so and may          
discontinue market making at any time without notice. No assurance can be       
given as to the liquidity of the trading market for the Debentures.             

In the ordinary course of their respective businesses, certain of the       
Underwriters and their affiliates engage and may in the future engage in        
investment banking and commercial banking activities with the Company and its   
subsidiaries. The net proceeds of this offering will be used to reduce the      
Company's indebtedness under the term loan made pursuant to the Credit          
Agreement. Bank of America, an affiliate of BA Securities, Inc., and Morgan     
Guaranty Trust Company of New York, an affiliate of J.P. Morgan Securities      
Inc., are lenders and, respectively, agent and a co-agent under the Credit      
Agreement. BA Securities, Inc., arranged the Credit Agreement. See "Use of      
Proceeds." Accordingly, the offerings made hereby will be made in accordance    
with Rule 2710(c)(8) of the Conduct Rules of the National Association of        
Securities Dealers, Inc. Neither BA Securities, Inc., nor J.P. Morgan           
Securities Inc. will receive any benefit in connection with this offering       
other than customary managing, underwriting and selling fees.                   

The Company has agreed to indemnify the Underwriters against certain        
liabilities, including liabilities under the Securities Act of 1933.            

VALIDITY OF THE DEBENTURES  

The validity of the Debentures will be passed upon for the Company by       
Miller, Nash, Wiener, Hager & Carlsen LLP, Portland, Oregon, and for the        
Underwriters by Sullivan & Cromwell, Los Angeles, California. Sullivan &        
Cromwell will rely on Miller, Nash, Wiener, Hager & Carlsen LLP as to all       
matters governed by Oregon law.                                                 

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PROSPECTUS                                                                      

                                                                          LOGO
$400,000,000  

WILLAMETTE INDUSTRIES, INC. 

SENIOR DEBT SECURITIES  

----------------  

Willamette Industries, Inc. (the "Company"), may from time to time offer to 
or through underwriters, or directly to other purchasers or through agents, up  
to $400,000,000 aggregate principal amount (or its equivalent in any other      
currency or composite currency) of its senior debt securities (the              
"Securities"). The Securities will be offered in one or more separate series    
in amounts, at prices and on terms to be determined at the time of sale. See    
"Plan of Distribution."                                                         

The specific designation, aggregate principal amount, authorized            
denominations, maturity, rate and time of payment of interest, terms for        
redemption, if any, the initial public offering price, the names of, and the    
principal amounts to be purchased by or through, underwriters, dealers or       
agents, if any, the compensation of such persons and the other special terms    
in connection with the offering and sale of the series of the Securities in     
respect of which this Prospectus is being delivered (the "Offered Securities")  
will be set forth in an accompanying supplement to this Prospectus (the         
"Prospectus Supplement"). If the terms of a depositary arrangement with         
respect to a specific series of Offered Securities are set forth in the         
Prospectus Supplement relating to such series, the Offered Securities of such   
series may be issued in whole or in part in global form. The Offered            
Securities will be denominated in United States dollars unless another          
currency, which may be a composite currency such as the European Currency       
Unit, is specified in the Prospectus Supplement.                                

----------------  

THESE SECURITIES  HAVE NOT  BEEN APPROVED OR  DISAPPROVED BY  THE SECURITIES  
AND EXCHANGE COMMISSION OR  ANY STATE SECURITIES  COMMISSION NOR HAS THE  
COMMISSION  OR  ANY  STATE   SECURITIES  COMMISSION  PASSED  UPON  THE  
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE  
CONTRARY IS A CRIMINAL OFFENSE.                                   

THE DATE OF THIS PROSPECTUS IS JUNE 20, 1996  

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AVAILABLE INFORMATION 

The Company is subject to the informational requirements of the Securities  
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files     
reports and other information with the Securities and Exchange Commission (the  
"Commission"). Reports, proxy statements and other information filed by the     
Company can be inspected and copied at the public reference facilities          
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C.; 500   
West Madison Street, Chicago, Illinois; and 7 World Trade Center, New York,     
New York. Copies of such material can be obtained from the Public Reference     
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,    
at prescribed rates. This Prospectus does not contain all information set       
forth in the related registrations statement and exhibits thereto which the     
Company has filed with the Commission under the Securities Act of 1933 and to   
which reference is hereby made.                                                 

The Company will send to all registered holders of the Securities such      
annual and other reports as are sent to its shareholders in conformity with     
the requirements of the Exchange Act.                                           

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

The Company incorporates herein by reference its annual report on Form 10-K 
for the year ended December 31, 1995, its quarterly report on Form 10-Q for     
the quarter ended March 31, 1996, its current report on Form 8-K filed March    
14, 1996, and its current report on Form 8-K filed May 29, 1996, as amended by  
Form 8-K/A filed June 10, 1996 (the "May Form 8-K").                            

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior   
to the termination of the offering of the Securities to which this Prospectus   
relates shall be deemed to be incorporated by reference into this Prospectus.   

The Company will provide without charge to each person to whom a copy of    
this Prospectus is delivered, upon the written or oral request of any such      
person, a copy of any or all the foregoing documents incorporated by reference  
herein (other than exhibits to such documents which are not specifically        
incorporated by reference in such documents). Requests should be directed to    
J. A. Parsons, Executive Vice President, Willamette Industries, Inc., 1300      
S.W. Fifth Avenue, Suite 3800, Portland, Oregon 97201, telephone (503) 227-     
5581.                                                                           

RECENT TIMBERLAND ACQUISITION 

On March 12, 1996, the Company entered into an agreement (the "Cavenham     
Agreement") with Cavenham Energy Resources Inc., Cavenham Forest Industries     
Inc. and Hanson Natural Resources Company (collectively "Cavenham") providing   
for the sale by Cavenham and the purchase by the Company of approximately       
1,088,000 acres of timberland and related assets used in Cavenham's timber,     
wood products, and energy business in the Pacific Northwest and in North and    
Southwest Louisiana for $1,588,000,000.                                         

In April 1996, the Company entered into separate agreements (the "Designee  
Agreements") with Crown Pacific Limited Partnership ("Crown"), John Hancock     
Mutual Life Insurance Company ("Hancock") and Temple-Inland Forest Products     
Corporation ("Temple") providing for the purchase by them (each a "Designee")   
of an aggregate of approximately 542,000 acres of the timberland and related    
assets covered by the Cavenham Agreement for an aggregate price of              
$641,000,000.                                                                   

The Designee Agreements with Crown and Temple provided that the transactions
contemplated by such agreements would be consummated concurrently with the      
consummation of the Cavenham                                                    

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Agreement. The Designee Agreement with Hancock provided for the division of     
the timberland covered by the agreement into parcels with the purchase and      
sale of at least one parcel to be consummated concurrently with the             
consummation of the Cavenham Agreement and the purchase and sale of the         
remaining parcels (the "Contract Parcels") to be consummated by November 14,    
1997. Hancock's obligation to purchase the Contract Parcels is subject to its   
ability to secure client funding for the purchases, which it has agreed to      
make diligent and sustained efforts to obtain, and to certain other             
conditions.                                                                     

On May 15, 1996, the transactions contemplated by the Cavenham Agreement and
the Designee Agreements were simultaneously consummated, resulting in the       
purchase by the Company from Hanson Natural Resources Company of approximately  
602,000 acres of timberland in the Pacific Northwest and North Louisiana, a     
sawmill in Warrenton, Oregon, inventories and other assets for approximately    
$1,144,860,000. The timberland acquired by the Company includes Contract        
Parcels aggregating approximately 56,000 acres in Oregon which are to be        
conveyed to Hancock for approximately $197,860,000 plus certain expenses        
incurred by the Company. Accordingly, after giving effect to the sale of the    
Contract Parcels, the Company will have acquired 546,000 acres of timberland    
and related assets for approximately $947,000,000, subject to post-closing      
price adjustments which at June 10, 1996, approximate an additional             
$10,000,000.                                                                    

Pursuant to the Cavenham Agreement, the Company assumed Cavenham's          
environmental and other liabilities relating to the assets covered by the       
Cavenham Agreement other than accounts payable, obligations for borrowed money  
and specified excluded liabilities. Pursuant to the Designee Agreements, each   
Designee assumed and indemnified the Company against such liabilities relating  
to the assets purchased by such Designee.                                       

The Company funded the purchase price primarily by borrowing $1,100,000,000 
on May 15, 1996, under a credit agreement (the "Credit Agreement") dated as of  
May 10, 1996, among the Company and a group of banks providing for a revolving  
loan and a term loan. The revolving loan provides for borrowings of up to       
$1,000,000,000 in principal amount, matures on May 15, 2001, and at June 12,    
1996, had an outstanding principal balance of $500,000,000. The term loan is    
in the principal amount of $600,000,000 and matures on May 15, 1998. Both       
loans bear interest at either a Base Rate or a LIBO Rate, as defined in the     
Credit Agreement and selected by the Company. The interest rates are subject    
to periodic adjustment. At June 12, 1996, the weighted average interest rates   
per annum for indebtedness outstanding under the revolving loan and the term    
loan were 5.75% and 5.72%, respectively.                                        

The Credit Agreement contains certain restrictions on the Company's         
activities which include, among other things, restrictions relating to sales    
and lease backs, mergers, sales of assets not in the ordinary course of         
business, and encumbrances on the Company's property. The Credit Agreement      
also provides that the Company will not permit (i) its Consolidated Interest    
Coverage Ratio, as defined, for any period of four consecutive fiscal quarters  
to be less than 1.5 to 1.0; (ii) its Consolidated Funded Debt, as defined, to   
exceed 60% of the sum of its Consolidated Funded Debt plus its consolidated     
net worth until the earlier of (A) March 31, 1997, and (B) the repayment of     
the term loan; and (iii) its Consolidated Funded Debt to thereafter exceed 55%  
of the sum of its Consolidated Funded Debt plus its consolidated net worth.     
Reference should be made to the copy of the Credit Agreement filed as an        
exhibit to the May Form 8-K for a complete description of its terms.            

Pursuant to the Designee Agreement with Hancock, on May 15, 1996, the       
Company and Hancock entered into:                                               

1. An agreement (the "Management Agreement") providing for the management of
the Contract Parcels by a Hancock subsidiary until such parcels are purchased   
by Hancock or Hancock's right to                                                

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purchase such parcels expires. During the period a Contract Parcel is subject   
to the Management Agreement, the net cash income, as defined, from such parcel  
is credited against the purchase price for the parcel. The Hancock subsidiary   
and a subsidiary of the Company are also parties to the Management Agreement.   

2. An agreement (the "Right of First Offer Agreement") providing that       
Hancock will not sell or transfer to a third party any tract of the timberland  
it acquires pursuant to its Designee Agreement, other than certain exempt       
sales and transfers, without first offering to sell such tract to the Company   
at the price and on terms at which Hancock proposes to sell or transfer such    
tract to the third party. If the Company does not accept an offer and the       
tract is thereafter sold to the third party as permitted by the Right of First  
Offer Agreement, the Company's rights under the Right of First Offer Agreement  
terminate with respect to such tract. The Right of First Offer Agreement        
expires on May 15, 2121.                                                        

3. An agreement (the "Timber Supply Agreement") providing that Hancock will 
offer to sell to the Company 25% of various categories of the logs harvested    
from the timberland subject to the Right of First Offer Agreement at a price    
equal to the highest sales price at which Hancock is selling logs pursuant to   
its open market bidding procedures to unaffiliated customers. The Timber        
Supply Agreement expires on June 30, 2001.                                      

The above descriptions of the Cavenham Agreement, the Designee Agreements,  
the Management Agreement, the Right of First Offer Agreement, and the Timber    
Supply Agreement are summaries and do not purport to be complete. Reference     
should be made to the copies of such agreements filed as exhibits to the May    
Form 8-K for a complete description of their respective terms.                  

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THE COMPANY 

The Company is a diversified, integrated forest products company which      
manufactures unbleached paper products, white paper products and wood-based     
building materials at 96 plants located throughout the United States.           
Excluding the Contract Parcels which the Company has agreed to sell to          
Hancock, the Company owns or controls approximately 1,800,000 acres of          
timberland in Arkansas, Louisiana, North Carolina, Oregon, South Carolina,      
Tennessee, Texas and Washington.                                                

The Company was incorporated in Oregon in 1906. Its executive offices are   
located at 1300 S.W. Fifth Avenue, Suite 3800, Portland, Oregon 97201, and its  
telephone number is (503) 227-5581.                                             

USE OF PROCEEDS 

As required by the Credit Agreement, the Company will use the net proceeds  
from the sale of the Securities to repay outstanding indebtedness under the     
term loan provided to the Company pursuant to the Credit Agreement. Pending     
such utilization, the proceeds will be held in an interest-bearing escrow       
account with one of the Banks.                                                  

RATIO OF EARNINGS TO FIXED CHARGES  

The following table sets forth the ratio of earnings to fixed charges for   
the Company for the periods indicated.                                          

                                                                [Download Table]

                                                                   THREE MONTHS 
                                                                       ENDED    
                                          YEAR ENDED DECEMBER 31     MARCH 31   
                                         ------------------------- -------------
                                         1991 1992 1993 1994 1995   1995   1996 
                                         ---- ---- ---- ---- ----- ------ ------
                                                                                
Ratio of Earnings to Fixed Charges...... 2.08 2.56 3.06 4.25 10.83   8.24   7.38

For purposes of computing the ratio, "earnings" consist of income before    
income taxes plus fixed charges. "Fixed charges" consist of interest expense    
plus one-third of rent expense (which is deemed representative of an interest   
factor).                                                                        

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DESCRIPTION OF SECURITIES 

The Securities will be issued under an indenture dated as of January 30,    
1993 (the "Indenture"), between the Company and The Chase Manhattan Bank        
(National Association), 1 Chase Manhattan Plaza, New York, New York 10081, as   
trustee (the "Trustee"). A copy of the Indenture is filed as an exhibit to      
each registration statement. The following description summarizes certain       
provisions of the Indenture and is subject to the detailed provisions of the    
Indenture. Whenever any particular article or section of the Indenture or any   
term defined therein is referred to, such article, section or definition is     
incorporated by reference, and the statement in connection with which such      
reference is made is qualified in its entirety by such reference. Further       
terms of each series of the Offered Securities will be set forth in the         
Prospectus Supplement.                                                          

GENERAL                                                                         

The Indenture does not limit the aggregate principal amount of the          
Securities which may be issued thereunder and provides that the Securities may  
be issued from time to time in series. The Securities will be unsecured         
obligations of the Company and will rank equally and ratably with other         
unsecured and unsubordinated indebtedness of the Company. The Indenture does    
not limit the Company's ability to incur other unsecured indebtedness or        
contain provisions that would require the Company to repurchase or redeem or    
otherwise modify the terms of the Securities upon a change in control or other  
event involving the Company that may adversely affect the credit quality of     
the Company.                                                                    

The Prospectus Supplement will describe the following terms of the Offered  
Securities: (1) the title of the Offered Securities; (2) any limit on the       
aggregate principal amount of the Offered Securities; (3) the date or dates on  
which the Offered Securities will mature; (4) the rate or rates per annum at    
which the Offered Securities will bear interest, if any, or the manner in       
which such rates are determined and the date from which such interest, if any,  
will accrue; (5) the dates on which such interest, if any, on the Offered       
Securities will be payable and the Regular Record Dates for such Interest       
Payment Dates; (6) the currency or currency unit, if other than United States   
dollars, of payment of principal of, and premium and interest, if any, on, the  
Offered Securities; (7) if the Offered Securities are to be issued in the form  
of one or more global securities (a "Global Security"), the identity of the     
depositary for such Global Security or Securities; (8) any mandatory or         
optional sinking fund or analogous provision; (9) any redemption terms; (10)    
the applicability of certain provisions of the Indenture as described under     
"Defeasance and Covenant Defeasance"; and (11) any other specific terms,        
including additional Events of Default, if any, with respect to the Offered     
Securities. (Section 301.)                                                      

Unless otherwise provided in the Prospectus Supplement, principal of, and   
premium and interest, if any, on, the Offered Securities will be payable, and   
the transfer of the Offered Securities will be registrable, at the Corporate    
Trust Office of the Trustee in the Borough of Manhattan, the City of New York,  
New York, except that payment of interest, if any, may be made at the option    
of the Company by check mailed to the address of the person entitled thereto    
as it appears in the register for the Offered Securities. (Sections 301, 305    
and 1002.)                                                                      

Unless otherwise indicated in the Prospectus Supplement, the Offered        
Securities will be issued only in fully registered form without coupons and,    
if denominated in U.S. dollars, will be issued in denominations of $1,000 or    
any integral multiple thereof. No service charge will be made for any transfer  
or exchange of Securities of any series, but the Company may require payment    
of a sum sufficient to cover any tax or other governmental charge payable in    
connection therewith. The Company shall not be required (i) to issue, register  
the transfer of or exchange any Securities of any series during a period        
beginning at the opening of business 15 days before the day of the mailing of   
a notice of redemption of Securities of that series selected for redemption     
and ending at the close of business on the day of such mailing, or (ii) to      
register the transfer of or exchange any Security so                            

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selected for redemption in whole or in part, except the unredeemed portion of   
Securities being redeemed in part. (Sections 302 and 305.)                      

Securities of a single series may be issued at various times with different 
maturity dates, may bear interest at different rates and may otherwise vary,    
all as provided in the Indenture. (Sections 301 and 303.)                       

All moneys paid by the Company to the Trustee or any Paying Agent for the   
payment of principal of and premium and interest on any Security which remain   
unclaimed for two years after such principal, premium or interest shall have    
become due and payable may be repaid to the Company and thereafter the Holder   
of such Security shall look only to the Company for payment thereof. (Section   
1003.)                                                                          

If any Securities are payable in a currency or currency unit other than U.S.
dollars, the special federal income tax considerations applicable to such       
Securities will be described in the Prospectus Supplement relating thereto.     

The Securities may be issued as original issue discount Securities (bearing 
no interest or bearing interest at a rate which at the time of issue is below   
market rates) to be sold at a substantial discount below their principal        
amount. If the Securities are issued as original issue discount Securities,     
the special federal income tax and other considerations applicable thereto      
will be described in the Prospectus Supplement relating thereto.                

CERTAIN COVENANTS OF THE COMPANY                                                

Certain Definitions Applicable to Covenants                                   

"Subsidiary" of the Company is defined as a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by the      
Company and/or one or more Subsidiaries of the Company. "Restricted             
Subsidiary" is defined as a Subsidiary of the Company substantially all the     
property of which is located, or substantially all the business of which is     
carried on, within the present 50 states of the United States or in Canada and  
which owns a Principal Property, excluding, however, any Subsidiary of the      
Company which is primarily engaged in the development and sale or financing of  
real property. "Principal Property" is defined as (i) any mill, converting      
plant, or manufacturing plant owned by the Company or a Restricted Subsidiary   
which is located within the present 50 states of the United States or in        
Canada and the gross book value of which (without deduction of any              
depreciation reserves) on the date as of which the determination is made        
exceeds 1% of Consolidated Net Tangible Assets, and (ii) Timberlands other      
than those being held primarily for development or sale; such property,         
however, will exclude (a) any property which in the opinion of the Board of     
Directors of the Company is not of material importance to the total business    
conducted by the Company and its Restricted Subsidiaries as an entirety or (b)  
any portion of a particular property which is similarly found not to be of      
material importance to the use or operation of such property or (c) any oil,    
gas or other minerals or mineral rights. "Attributable Debt" is defined as the  
total net amount of rent required to be paid during the remaining primary term  
of certain leases, discounted at the rate of 15% per annum. "Consolidated Net   
Tangible Assets" is defined as the aggregate amount of assets after deducting   
(i) all liabilities, other than deferred income taxes, Funded Debt and          
shareholders' equity, and (ii) goodwill and like intangibles, of the Company    
and its consolidated Subsidiaries. "Funded Debt" is defined as all              
indebtedness for money borrowed having a maturity of more than 12 months from   
the date as of which the determination is made (or being renewable beyond such  
period) and rental obligations (at the amount capitalized) payable more than    
12 months from such date under capitalized leases. (Section 101.)               

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Restrictions on Secured Debt                                                  

The Indenture provides that the Company may not, nor may it permit any      
Restricted Subsidiary to, create, assume or guarantee any loan or evidence of   
indebtedness for money borrowed ("Debt") secured by a mortgage, pledge or lien  
("Mortgage") on any Principal Property of the Company or any Restricted         
Subsidiary, or on any share of Capital Stock or Debt of any Restricted          
Subsidiary, without securing or causing such Restricted Subsidiary to secure    
the Securities equally and ratably with (or, at the Company's option, prior     
to) such secured Debt, unless the aggregate amount of all such secured Debt,    
together with all Attributable Debt with respect to sale and leaseback          
transactions involving Principal Properties (with the exception of such         
transactions which are excluded as described in "Restrictions on Sale of        
Leaseback Transactions" below), would not exceed 10% of Consolidated Net        
Tangible Assets. (Section 1005.)                                                

This restriction does not apply to, and there shall be excluded from secured
Debt in any computation under such restriction, Debt secured by: (a) Mortgages  
on property of, or on any shares of Capital Stock of or Debt of, any            
corporation existing at the time such corporation becomes a Restricted          
Subsidiary, (b) Mortgages in favor of the Company or a Restricted Subsidiary,   
(c) Mortgages in favor of governmental bodies to secure progress or advance     
payments, (d) Mortgages on property, shares of stock or Debt existing at the    
time of acquisition thereof (including acquisition through merger or            
consolidation) and purchase money and construction Mortgages which are entered  
into within specified time limits, (e) Mortgages securing industrial revenue    
or pollution control bonds, and (f) any extension, renewal or refunding of any  
Mortgages referred to in the foregoing clauses (a) through (e), inclusive.      
(Section 1005.)                                                                 

Restrictions on Sale and Leaseback Transactions                               

The Indenture provides that neither the Company nor any Restricted          
Subsidiary may enter into any sale and leaseback transaction involving any      
Principal Property, unless the aggregate amount of all Attributable Debt with   
respect to such sale and leaseback transactions, plus all secured Debt (with    
the exception of secured Debt which is excluded as described in "Restrictions   
on Secured Debt" above), would not exceed 10% of Consolidated Net Tangible      
Assets. (Section 1006.)                                                         

This restriction does not apply to, and there shall be excluded from        
Attributable Debt in any computation under such restriction, any sale and       
leaseback transaction if (a) the lease is for a period, including renewal       
rights, of not in excess of three years, (b) the sale or transfer of the        
Principal Property is made within a specified period after its acquisition or   
construction, (c) the lease secures or relates to industrial revenue or         
pollution control bonds, (d) the transaction is between the Company and a       
Restricted Subsidiary or between Restricted Subsidiaries or (e) the Company or  
such Restricted Subsidiary, within 180 days after the sale is completed,        
applies to the retirement of Funded Debt of the Company or a Restricted         
Subsidiary, or the purchase of other property which will constitute Principal   
Property of a value at least equal to the value of the Principal Property       
leased, an amount not less than the greater of (i) the net proceeds of the      
sale of the Principal Property leased or (ii) the fair market value of the      
Principal Property leased; provided that the amount of proceeds to be applied   
to the retirement of Funded Debt shall be reduced by an amount, if any, equal   
to the principal amount of debentures or notes (including the Securities) of    
the Company or a Restricted Subsidiary surrendered for cancellation to the      
applicable trustee thereof and the principal amount of other Funded Debt        
voluntarily retired, in each case within 180 days after such sale. (Section     
1006.)                                                                          

Restrictions on Funded Debt of Restricted Subsidiaries                        

The Indenture provides that the Company may not permit any Restricted       
Subsidiary to create, assume or guarantee any Funded Debt except (i) Funded     
Debt owed to the Company or a Restricted Subsidiary, (ii) Funded Debt secured   
by Mortgages permitted as described under "Restrictions on Secured Debt,"       
(iii) Funded Debt of any corporation outstanding at the time such corporation   
became                                                                          

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a Restricted Subsidiary, (iv) Funded Debt of any person outstanding at the      
time of its acquisition, or the acquisition of substantially all its            
properties, by such Restricted Subsidiary, (v) Funded Debt incurred in          
connection with certain refundings, (vi) Funded Debt constituting Attributable  
Debt permitted as described under "Restrictions on Sale and Leaseback           
Transactions" and (vii) any other Funded Debt if the aggregate principal        
amount of all Funded Debt of all Restricted Subsidiaries permitted under this   
clause (vii) does not exceed 10% of Consolidated Net Tangible Assets. (Section  
1007.)                                                                          

EVENTS OF DEFAULT                                                               

The following are Events of Default under the Indenture with respect to the 
Securities of any series: (a) default in the payment of principal of or any     
premium on any Security of that series when due; (b) default in the payment of  
any interest on any Security of that series when due continued for 30 days;     
(c) default in the deposit of any sinking fund payment, when due, in respect    
of any Security of that series; (d) default in the performance of any other     
covenant of the Company in the Indenture (other than a covenant included in     
the Indenture solely for the benefit of a series of the Securities other than   
that series), continued for 90 days after written notice as provided in the     
Indenture; (e) certain events in bankruptcy, insolvency or reorganization; and  
(f) any other Event of Default provided with respect to Securities of a         
particular series. (Section 501.) No Event of Default with respect to the       
Securities of a particular series necessarily constitutes an Event of Default   
with respect to the Securities of any other series.                             

If an Event of Default with respect to the Securities of any series at the  
time Outstanding occurs and is continuing, either the Trustee or the Holders    
of at least 25% in aggregate principal amount of the Outstanding Securities of  
that series may declare the principal amount (or, if the Securities of that     
series are original issue discount Securities, such portion of the principal    
amount as may be specified in the terms of that series) of all the Securities   
of that series to be due and payable immediately. At any time after a           
declaration of acceleration with respect to the Securities of any series has    
been made, but before a judgment or decree based on acceleration has been       
obtained, the Holders of a majority in principal amount of the Outstanding      
Securities of that series may, under certain circumstances, rescind and annul   
such acceleration. (Section 502.)                                               

The Indenture provides that, subject to the duty of the Trustee during the  
continuance of an Event of Default to act with the required standard of care,   
the Trustee will be under no obligation to exercise any of its rights or        
powers under the Indenture at the request or direction of any of the Holders,   
unless such Holders shall have offered to the Trustee reasonable indemnity.     
(Section 601.) Subject to such provisions for the indemnification of the        
Trustee, the Holders of a majority in principal amount of the Outstanding       
Securities of any series will have the right to direct the time, method and     
place of conducting any proceeding for any remedy available to the Trustee, or  
exercising any trust or power conferred on the Trustee, with respect to the     
Securities of that series. (Section 512.) The right of a Holder of any          
Security to institute a proceeding with respect to the Indenture is subject to  
certain conditions precedent, but each Holder has an absolute right to receive  
payment of principal or premium and interest, if any, when due and to           
institute suit for the enforcement of any such payment. (Sections 507 and       
508.)                                                                           

The Company is required to furnish to the Trustee annually a statement as to
the performance by the Company of its obligations under the Indenture and as    
to any default in such performance. (Section 1008.)                             

MODIFICATION AND WAIVER                                                         

Modifications and amendments of the Indenture may be made by the Company and
the Trustee with the consent of the Holders of a majority in principal amount   
of the Outstanding Securities of each series affected by such modification or   
amendment; provided, however, that no such modification or                      

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amendment may, without the consent of the Holder of each Outstanding Security   
affected thereby, (a) change the stated maturity date of the principal of, or   
any installment of principal of or interest, if any, on, any Security, (b)      
reduce the principal amount of, or premium or rate of interest, if any, on,     
any Security, (c) reduce the amount of principal of an original issue discount  
Security payable upon acceleration of the maturity thereof, (d) change the      
place or currency of payment of principal of, or premium or interest, if any,   
on, any Security, (e) impair the right to institute suit for the enforcement    
of any payment on or with respect to any Security, (f) change the provisions    
for defeasance or covenant defeasance (each as defined below) made applicable   
to any Security, or (g) reduce the percentage in principal amount of            
Outstanding Securities of any series, the consent of whose Holders is required  
for modification or amendment of the Indenture or for waiver of compliance      
with certain provisions of the Indenture or for waiver of certain defaults.     
(Section 902.)                                                                  

The Holders of a majority in principal amount of the Outstanding Securities 
of each series may, on behalf of all Holders of the Securities of that series,  
waive, insofar as that series is concerned, compliance by the Company with      
certain restrictive provisions of the Indenture. (Section 1009.) The Holders    
of a majority in aggregate principal amount of the Outstanding Securities of    
each series may, on behalf of all Holders of the Securities of that series,     
waive any past default under the Indenture with respect to the Securities of    
that series, except a default in the payment of principal, or premium or        
interest, if any, or in respect of a covenant or condition which cannot be      
waived without the consent of each Holder of the Securities of that series.     
(Section 513.)                                                                  

CONSOLIDATION, MERGER AND SALE OF ASSETS                                        

The Company, without the consent of the Holders of any of the Outstanding   
Securities under the Indenture, may consolidate with or merge into, or          
transfer its assets substantially as an entirety to, any corporation organized  
under the laws of any domestic jurisdiction, and any other person may           
consolidate with, or merge into, or transfer its assets substantially as an     
entirety to the Company provided that (i) the successor corporation (if any)    
assumes the Company's obligations on the Securities and under the Indenture,    
(ii) after giving effect to the transaction and treating any indebtedness       
which becomes an obligation of the Company or a Subsidiary as a result of such  
transaction as having been incurred by the Company or the Subsidiary at the     
time of such transaction, no Event of Default, and no event which, after        
notice or lapse of time, would become an Event of Default, shall have occurred  
and be continuing, (iii) if as a result of the transaction a Principal          
Property would become subject to a Mortgage which would not be permitted by     
the Indenture, the Securities shall be secured equally with (or prior to) the   
indebtedness secured thereby, and (iv) certain other conditions are met.        
(Section 801.)                                                                  

GLOBAL SECURITIES                                                               

The Offered Securities may be issued in whole or in part in the form of one 
or more Global Securities that will be deposited with, or on behalf of, a       
depositary (the "Depositary") identified in the Prospectus Supplement relating  
to such Offered Securities. Unless and until it is exchangeable in whole or in  
part for Offered Securities in definitive form, a Global Security may not be    
transferred except as a whole by the Depositary for such Global Security to a   
nominee of such Depositary or by a nominee of such Depositary to such           
Depositary or another nominee of such Depositary or by such Depositary or any   
such nominee to a successor of such Depositary or a nominee of such successor.  
(Sections 303 and 305.)                                                         

The specific terms of the depositary arrangement, if any, with respect to a 
series of Offered Securities will be described in the Prospectus Supplement     
relating to such series. The Company anticipates that the following provisions  
will apply to all depositary arrangements.                                      

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Ownership of beneficial interests in a Global Security will be limited to   
persons that have accounts with the Depositary for such Global Security or its  
nominee ("Participants") or persons that may hold interests through             
Participants. Such accounts shall be designated by the underwriters or agents   
with respect to the Offered Securities underwritten or solicited by them. The   
Company expects that upon the issuance of a Global Security, the Depositary     
for such Global Security will credit, on its book-entry registration and        
transfer system, the Participants' accounts with the respective principal       
amounts of the Offered Securities represented by such Global Security.          
Ownership of beneficial interests in such Global Security will be shown on,     
and the transfer of such ownership interests will be effected only through,     
records maintained by the Depositary (with respect to interests of              
Participants) and on the records of Participants (with respect to interests of  
persons held through Participants). The laws of some states may require that    
certain purchasers of securities take physical delivery of such securities in   
definitive form. Such limits and such laws may impair the ability to own,       
transfer or pledge beneficial interests in a Global Security.                   

So long as the Depositary for a Global Security, or its nominee, is the     
registered owner of such Global Security, such Depositary or such nominee, as   
the case may be, will be considered the sole owner or Holder of the Offered     
Securities represented by such Global Security for all purposes under the       
Indenture. Except as provided below, owners of beneficial interests in a        
Global Security will not be entitled to have the Offered Securities             
represented by such Global Security registered in their names, will not         
receive or be entitled to receive physical delivery of the Offered Securities   
in definitive form and will not be considered the owners or Holders thereof     
under the Indenture. Accordingly, each person owning a beneficial interest in   
such a Global Security must rely on the procedures of the Depositary and, if    
such person is not a Participant, on the procedures of the Participant through  
which such person owns its interest, to exercise any rights of a Holder under   
the Indenture. The Company understands that under existing industry practices,  
in the event that the Company requests any action of Holders or that an owner   
of a beneficial interest in such a Global Security desires to give or take any  
action which a Holder is entitled to give or take under the Indenture, the      
Depositary would authorize the Participants holding the relevant beneficial     
interests to give or take such action, and such Participants would authorize    
beneficial owners owning through such Participants to give or take such action  
or would otherwise act upon the instructions of beneficial owners owning        
through them.                                                                   

Payment of principal of, and premium and interest, if any, on, Offered      
Securities registered in the name of a Depositary or its nominee will be made   
to the Depositary or its nominee, as the case may be, as the registered owner   
of the Global Security representing such Offered Securities. None of the        
Company, the Trustee, any Paying Agent or any other agent of the Company or     
the Trustee will have any responsibility or liability for any aspect of the     
records relating to or payments made on account of beneficial ownership         
interests in the Global Security for such Offered Securities or for             
maintaining, supervising or reviewing any records relating to such beneficial   
ownership interests.                                                            

The Company expects that upon receipt of any payment of principal of, or    
premium or interest on, a Global Security, the Depositary will immediately      
credit Participants' accounts with payments in amounts proportionate to their   
respective beneficial interests in the principal amount of such Global          
Security as shown on the records of the Depositary. Payments by Participants    
to owners of beneficial interests in such Global Security held through such     
Participants will be the responsibility of such Participants, as is now the     
case with securities held for the accounts of customers registered in "street   
name."                                                                          

A Global Security is exchangeable for definitive Securities in registered   
form only if (i) the Depositary for any Offered Securities represented by a     
Global Security notifies the Company that it is unwilling or unable to          
continue as Depositary or ceases to be a clearing agency registered under the   
Exchange Act and a successor Depositary is not appointed by the Company within  
90 days after receiving such notice or becoming aware that the Depositary is    
no longer so registered, (ii) the Company in its sole discretion determines     
that such Global Security shall be exchangeable for                             

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definitive Securities in registered form and notifies the Trustee thereof, or   
(iii) there shall have occurred and be continuing an Event of Default or an     
event which after notice or lapse of time would be an Event of Default with     
respect to the Offered Securities represented by such Global Security. The      
Company will issue Securities in definitive form upon registration of transfer  
of, or in exchange for, any Global Security exchangeable pursuant to the        
preceding sentence. (Section 305.)                                              

DEFEASANCE AND COVENANT DEFEASANCE                                              

The Indenture provides, if such provision is made applicable to the         
Securities of any series (which will be indicated in the Prospectus             
Supplement) that the Company may elect either (a) to defease and be discharged  
from any and all obligations in respect of the Securities of such series        
(except for certain obligations to register the transfer or exchange of         
Securities of such series, to replace mutilated, destroyed, lost or stolen      
Securities of such series, to maintain paying agencies and to hold moneys for   
payment in trust) ("defeasance") or (b) to be released from its obligations     
with respect to the Securities of such series under certain restrictive         
covenants of the Indenture, including those described under "Certain Covenants  
of the Company," and "Consolidation, Merger and Sale of Assets" ("covenant      
defeasance") and the occurrence of an event described in clause (d) under       
"Events of Default" shall no longer be an Event of Default with respect to the  
Securities of such series, in each case, if the Company deposits, in trust,     
with the Trustee money and/or Government Obligations, which through the         
payment of interest thereon and principal thereof in accordance with their      
terms will provide money in an amount sufficient, without reinvestment, to pay  
the principal of and any premium and interest on the Outstanding Securities of  
such series and any mandatory sinking fund payments or analogous payments in    
accordance with the terms of the Outstanding Securities of such series and the  
Indenture. Such a trust may only be established if, among other things, (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 such series under the    
Indenture shall have occurred and be continuing on the date of such deposit,    
(ii) such deposit will not cause the Trustee to have any conflicting interest   
with respect to other securities of the Company and (iii) 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. In the event the Company exercises its covenant defeasance option     
with respect to the Securities of any series and the Securities of such series  
are declared due and payable because of the occurrence of any Event of          
Default, the amount of money and Government Obligations on deposit with the     
Trustee will be sufficient to pay amounts due on the Securities of such series  
at the time of their Stated Maturity but may not be sufficient to pay amounts   
due on the Securities of such series at the time of the acceleration resulting  
from such Event of Default. However, the Company will remain liable with        
respect to such payments. (Article Thirteen.)                                   

GOVERNING LAW                                                                   

The Indenture and the Securities are governed by and construed in accordance
with the laws of the state of New York.                                         

REGARDING THE TRUSTEE                                                           

The Company maintains deposit accounts and conducts other banking           
transactions with The Chase Manhattan Bank (National Association) in the        
ordinary course of the Company's business. The Chase Manhattan Bank (National   
Association) serves as trustee under another indenture with respect to certain  
of the Company's other senior debt securities.                                  

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VALIDITY OF OFFERED SECURITIES  

The validity of the Offered Securities will be passed upon for the Company  
by Miller, Nash, Wiener, Hager & Carlsen LLP, 111 S.W. Fifth Avenue, Portland,  
Oregon 97204.                                                                   

EXPERTS 

The consolidated financial statements of the Company included in the        
Company's annual report on Form 10-K for the year ended December 31, 1995,      
have been audited by KPMG Peat Marwick LLP, independent auditors, as set forth  
in their report included therein and incorporated herein by reference. The      
report of KPMG Peat Marwick LLP covering the consolidated financial statements  
refers to a change in accounting for income taxes and post retirement benefits  
in 1993. Such consolidated financial statements are incorporated herein by      
reference in reliance upon such report and upon the authority of such firm as   
experts in accounting and auditing.                                             

PLAN OF DISTRIBUTION  

The Company may sell the Securities to one or more underwriters for public  
offering and sale by them or may sell the Securities to investors directly or   
through agents. Any such underwriter or agent involved in the offer and sale    
of the Offered Securities will be named in the Prospectus Supplement.           

Underwriters may offer and sell the Offered Securities at a fixed price or  
prices, which may be changed, or from time to time at market prices prevailing  
at the time of sale, at prices related to such prevailing market prices or at   
negotiated prices. In connection with the sale of the Offered Securities,       
underwriters may be deemed to have received compensation from the Company in    
the form of underwriting discounts or commissions and may also receive          
commissions from purchasers of the Offered Securities for whom they may act as  
agent. Underwriters may sell the Offered Securities to or through dealers, and  
such dealers may receive compensation in the form of discounts, concessions or  
commissions from the underwriters or commissions from the purchasers for whom   
they may act as agent.                                                          

Any underwriting compensation paid by the Company to underwriters or agents 
in connection with the offering of the Offered Securities, and any discounts,   
concessions or commissions allowed by underwriters to participating dealers,    
will be set forth in the Prospectus Supplement. Underwriters, dealers and       
agents participating in the distribution of the Offered Securities may be       
deemed to be underwriters, and any discounts and commissions received by them   
and any profit realized by them on resale of the Offered Securities may be      
deemed to be underwriting discounts and commissions under the Securities Act    
of 1933. Underwriters, dealers and agents may be entitled, under agreements     
entered into with the Company, to indemnification against or contribution       
toward certain civil liabilities, including liabilities under the Securities    
Act of 1933.                                                                    

If so indicated in the Prospectus Supplement, the Company will authorize    
dealers acting as the Company's agents to solicit offers by certain             
institutions to purchase the Offered Securities from the Company at the public  
offering price set forth in the Prospectus Supplement pursuant to delayed       
delivery contracts providing for payment and delivery on the date or dates      
stated in the Prospectus Supplement. Each of such contracts will be for an      
amount not less than, and unless the Company otherwise agrees the aggregate     
principal amount of Securities sold pursuant to such contracts shall be not     
more than, the respective amounts stated in the Prospectus Supplement.          

Certain of the underwriters or agents and their associates may engage in    
transactions with and perform services for the Company in the ordinary course   
of business.                                                                    

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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRE-   
SENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE      
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT  
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE    
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER   
TO BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS    
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SE-  
CURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.  
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY    
SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY    
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE   
THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT  
AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.                      

----------- 

TABLE OF CONTENTS 

PROSPECTUS SUPPLEMENT 

                                                                [Download Table]

                                                                            PAGE
                                                                            ----
                                                                                
Recent Developments.......................................................   S-2
Use of Proceeds...........................................................   S-2
The Company...............................................................   S-3
Capitalization............................................................   S-4
Selected Historical Financial Data........................................   S-5
Management's Discussion and Analysis of Historical Financial Condition and      
 Results of Operations....................................................   S-6
Unaudited Condensed Pro Forma Combined Financial Data.....................  S-10
Business..................................................................  S-15
Description of the Debentures.............................................  S-17
Underwriting..............................................................  S-19
Validity of the Debentures................................................  S-20

                                  PROSPECTUS                                    

Available Information.....................................................     2
Incorporation by Reference................................................     2
Recent Timberland Acquisition.............................................     2
The Company...............................................................     5
Use of Proceeds...........................................................     5
Ratio of Earnings to Fixed Charges........................................     5
Description of Securities.................................................     6
Validity of Offered Securities............................................    13
Experts...................................................................    13
Plan of Distribution......................................................    13

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$400,000,000  

WILLAMETTE INDUSTRIES, INC. 

$     
% DEBENTURES DUE   , 2026 

$     
% DEBENTURES DUE   , 2026 

----------- 

LOGO  

----------- 

GOLDMAN, SACHS & CO.  

SALOMON BROTHERS INC  

DILLON, READ & CO. INC. 

BA SECURITIES, INC. 

J.P. MORGAN & CO. 

------------------------------------------------------------------------------- 
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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B3’ Filing		Date		First		Last			Other Filings
		6/30/01		24					10-Q
		5/15/01		2		23
		5/15/98		2		23
		11/14/97		2		23
		3/31/97		23					10-Q
Filed on:		6/20/96		1		21
		6/19/96		2
		6/18/96		17
		6/12/96		23
		6/10/96		10		23			8-K/A
		6/1/96		17
		5/31/96		8
		5/29/96		10		22
		5/15/96		4		23			8-K,  8-K/A
		5/10/96		2		23			10-Q
		3/31/96		4		22			10-Q
		3/14/96		22					8-K
		3/12/96		22
		12/31/95		5		33			10-K
		3/31/95		5					10-Q,  10-Q/A
		12/31/94		8					10-K
		1/30/93		26
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