REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                      -----

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                      -----

                           WILLAMETTE INDUSTRIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

   Oregon                                             93-0312940
   (STATE OF INCORPORATION)                 (IRS EMPLOYER IDENTIFICATION NO.)

   1300 S.W. Fifth Avenue, Suite 3800
   Portland, Oregon                                   97201
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)           (ZIP CODE)

                    WILLAMETTE INDUSTRIES STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)

                                   G.W. Hawley
  Executive Vice President and Chief Financial Officer, Secretary and Treasurer
                           Willamette Industries, Inc.
                       1300 S.W. Fifth Avenue, Suite 3800
                             Portland, Oregon 97201
                            Telephone (503) 227-5581
           (NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                  PROPOSED MAXIMUM
      TITLE OF        AMOUNT TO   OFFERING PRICE      PROPOSED      AMOUNT OF
  SECURITIES TO BE       BE          PER SHARE         MAXIMUM     REGISTRATION
     REGISTERED      REGISTERED                       AGGREGATE        FEE
                                                    OFFERING PRICE
--------------------------------------------------------------------------------
Common Stock, $0.50   2,000,000   Not Applicable   $94,437,500 (3)  $23,609.38
  par value (1)(2)     shares
================================================================================

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this  registration
    statement also covers an indeterminate  amount of interests to be offered or
    sold pursuant to the employee benefit plan described herein, as well as such
    indefinite  additional  number of shares as may be issued  with  respect  to
    shares  held  under the plan as a result of stock  dividends  and  splits as
    provided in Rule 416(b).

(2) Each share of Common Stock being registered hereunder includes one Preferred
    Share  Purchase  Right  exercisable  on the terms and  conditions  specified
    therein.  Prior to the  occurrence of certain  events,  the Preferred  Share
    Purchase  Rights will not be  evidenced  separately  from the Common  Stock;
    value  attributable to such Rights, if any, is reflected in the market price
    of the Common Stock.

(3) Pursuant to Rule 457(h),  the proposed maximum aggregate  offering price and
    the registration fee have been computed based on the average of the high and
    low per share sales  prices, $47.21875, reported for the Common Stock on the
    New York Stock Exchange on January 22, 2001.

================================================================================

<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

      The following  documents  filed by the registrant  with the Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   registration
statement:

      (a)  The  registrant's  Annual  Report  on Form  10-K for the  year  ended
           December 31, 1999.

      (b)  The Plan's Annual Report on Form 11-K for the year ended December 30,
           1999.

      (c)  The  registrant's  Quarterly  Reports  on Form 10-Q for the  quarters
           ended March 31, 2000, June 30, 2000, and September 30, 2000.

      (d)  The  registrant's  Current  Reports on Form 8-K filed on February 25,
           2000, and December 1, 2000.

      (e)  The description of the registrant's Common Stock, $0.50 par value per
           share, included as Exhibit 99.1 to the registrant's Current Report on
           Form 8-K filed on February 25, 2000.

      All  documents  filed by the  registrant  subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934,  as  amended,  prior to the  filing of a  post-effective  amendment  which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  herein  and to be a part  hereof  from  the  date of  filing  of such
documents.

Item 4.  Description of Securities.
         -------------------------

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

      Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

   Indemnification

      ORS 60.367,  a section of the Oregon  Business  Corporation  Act  ("Act"),
provides that any director held liable for an unlawful distribution in violation
of ORS 60.367 is entitled to  contribution  from (i) every  other  director  who
voted for or assented to the distribution  without complying with the applicable
statutory  standards  of conduct  and (ii) each  shareholder  for the amount the
shareholder  accepted  knowing the distribution was made in violation of the Act
or the corporation's articles of incorporation.

      As  authorized  by  the  Act,  Sections  A  and  B of  Article  V  of  the
registrant's  Third Restated Articles of Incorporation  provide that, subject to
certain  limitations,  directors  and officers  are entitled to  indemnification
against certain  liabilities to the full extent  authorized under ORS 57.255 and
ORS 57.260 (now ORS 60.387 et seq), provided, the directors or officers have met
the  applicable  standard of conduct

                                      II-1
<PAGE>

specified in the Act. Subject to certain  specified  limitations,  directors and
officers are also entitled to indemnification  under Sections D and E of Article
V against  liabilities  arising from the fact that they are or were directors or
officers  or acting in certain  other  capacities  at the  registrant's  request
whether or not they met the applicable standard of conduct specified in the Act.

      The  registrant  maintains  directors' and officers'  liability  insurance
under which the registrant's directors and officers are insured against loss (as
defined) as a result of claims made against them for wrongful acts (as defined).

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

      Not applicable.

Item 8.  Exhibits.
         --------

      The  Index  to  Exhibits  listing  the  exhibits  required  by Item 601 of
Regulation  S-K is located at page II-6.  An opinion of counsel is not  required
under Item 8(a) because the securities being registered are acquired in the open
market.

Item 9.  Undertakings.
         ------------

      (a)  The undersigned registrant hereby undertakes:

           (1) To file,  during  any  period in which  offers or sales are being
           made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
           Securities Act of 1933 ("Securities Act");

               (ii) To reflect  in the  prospectus  any facts or events  arising
           after the effective date of the  registration  statement (or the most
           recent  post-effective  amendment thereof) which,  individually or in
           the aggregate,  represent a fundamental change in the information set
           forth in the registration statement;

               (iii) To include any  material  information  with  respect to the
           plan of  distribution  not previously  disclosed in the  registration
           statement  or  any  material  change  to  such   information  in  the
           registration statement;

      Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the  information  required to be included in a  post-effective  amendment  by
those  paragraphs  is  contained  in periodic  reports  filed by the  registrant
pursuant  to  Section  13 or  15(d)  of the  Securities  Exchange  Act  of  1934
("Exchange  Act")  that  are  incorporated  by  reference  in  the  registration
statement.

           (2) That,  for the purpose of  determining  any  liability  under the
           Securities Act, each such post-effective amendment shall be deemed to
           be a new registration  statement  relating to the securities  offered
           therein,  and the offering of such  securities  at that time shall be
           deemed to be the initial bona fide offering thereof.

           (3)  To  remove  from  registration  by  means  of  a  post-effective
           amendment any of the securities  being  registered that remain unsold
           at the termination of the offering.

                                      II-2
<PAGE>

      (b) The undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.


      (c)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  provisions  described  in Item 6 above,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue. The
undertaking  of the  registrant  in the  preceding  sentence  does not  apply to
insurance against liability arising under the Securities Act.


                                      II-3
<PAGE>

                                   SIGNATURES

The Registrant.
--------------

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  city of  Portland,  State  of  Oregon,  on the  17th day of
January, 2001.

                                    WILLAMETTE INDUSTRIES, INC.
                                    (Registrant)

                                    /s/ G. W. Hawley
                                    ----------------------------------
                                    G. W. Hawley

                                    Executive Vice President and Chief Financial
                                    Officer, Secretary and Treasurer

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of the 17th day of January, 2001.

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

   (1)  Principal Executive Officer and Director:

<TABLE>
<S>                                                 <C>
   DUANE C. McDOUGALL*                              President and Chief Executive Officer and
                                                    Director

   (2)  Principal Financial Officer:

   /s/ G. W. Hawley
   ---------------------------------                Executive Vice President and Chief Financial
   G. W. Hawley                                     Officer, Secretary and Treasurer
</TABLE>

   (3) Principal Accounting Officer:

   DONALD S. WADDELL*                               Corporate Controller

   (4) A majority of the Board of Directors:

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

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

                                      II-4
<PAGE>

The Plan
--------

      Pursuant to the requirements of the Securities Act of 1933, the Willamette
Industries  Stock  Purchase  Plan has caused this  registration  statement to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Portland, State of Oregon, on the 17th day of January, 2001.


                             WILLAMETTE INDUSTRIES STOCK PURCHASE PLAN

                             By: WILLAMETTE INDUSTRIES STOCK PURCHASE PLAN
                                    COMMITTEE

                                 /s/ David W. Morthland
                             By: ----------------------------
                                 David W. Morthland
                                 Committee Member


                                      II-5
<PAGE>

                                INDEX TO EXHIBITS

Exhibit No.

      4.1   Third  Restated  Articles of  Incorporation  of the  registrant,  as
            amended.  Incorporated by reference to Exhibit 3 of the registrant's
            Registration  Statement  on Form 8-A filed  February  24,  2000 (the
            "Form 8-A").

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

      4.3   Rights  Agreement  dated  as  of  February  25,  2000,  between  the
            registrant  and Mellon  Investor  Services  LLC  (f/k/a  ChaseMellon
            Shareholder Services, L.L.C.) (the "Rights Agreement"). Incorporated
            by reference to Exhibit 4.1 to the Form 8-A.

      4.4   Amendment  No. 1 to the Rights  Agreement  dated as of December  11,
            2000. Incorporated by reference to Exhibit (a)(5)(i) to the Schedule
            14D-9.

      5.1   Internal    Revenue   Service    Determination    Letter   regarding
            qualification  under Section 401 of the Internal  Revenue Code dated
            August 21, 1996.

      5.2   Opinion  of Miller  Nash LLP  confirming  compliance  of  provisions
            amending the Willamette Industries Stock Purchase Plan adopted since
            August 21, 1996, with the  requirements of ERISA  pertaining to such
            provisions.

      23.1  Consent of Independent Auditors.

      23.2  Consent of Miller Nash LLP.  Included in Exhibit 5.2.

      24    Power of attorney of certain officers and directors.


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

Other exhibits listed in Item 601 to Regulation S-K are not applicable.


                                      II-6
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REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                      -----

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                      -----

                           WILLAMETTE INDUSTRIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

   Oregon                                             93-0312940
   (STATE OF INCORPORATION)                 (IRS EMPLOYER IDENTIFICATION NO.)

   1300 S.W. Fifth Avenue, Suite 3800
   Portland, Oregon                                   97201
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)           (ZIP CODE)

                    WILLAMETTE INDUSTRIES STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)

                                   G.W. Hawley
  Executive Vice President and Chief Financial Officer, Secretary and Treasurer
                           Willamette Industries, Inc.
                       1300 S.W. Fifth Avenue, Suite 3800
                             Portland, Oregon 97201
                            Telephone (503) 227-5581
           (NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                  PROPOSED MAXIMUM
      TITLE OF        AMOUNT TO   OFFERING PRICE      PROPOSED      AMOUNT OF
  SECURITIES TO BE       BE          PER SHARE         MAXIMUM     REGISTRATION
     REGISTERED      REGISTERED                       AGGREGATE        FEE
                                                    OFFERING PRICE
--------------------------------------------------------------------------------
Common Stock, $0.50   2,000,000   Not Applicable   $94,437,500 (3)  $23,609.38
  par value (1)(2)     shares
================================================================================

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this  registration
    statement also covers an indeterminate  amount of interests to be offered or
    sold pursuant to the employee benefit plan described herein, as well as such
    indefinite  additional  number of shares as may be issued  with  respect  to
    shares  held  under the plan as a result of stock  dividends  and  splits as
    provided in Rule 416(b).

(2) Each share of Common Stock being registered hereunder includes one Preferred
    Share  Purchase  Right  exercisable  on the terms and  conditions  specified
    therein.  Prior to the  occurrence of certain  events,  the Preferred  Share
    Purchase  Rights will not be  evidenced  separately  from the Common  Stock;
    value  attributable to such Rights, if any, is reflected in the market price
    of the Common Stock.

(3) Pursuant to Rule 457(h),  the proposed maximum aggregate  offering price and
    the registration fee have been computed based on the average of the high and
    low per share sales  prices, $47.21875, reported for the Common Stock on the
    New York Stock Exchange on January 22, 2001.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

      The following  documents  filed by the registrant  with the Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   registration
statement:

      (a)  The  registrant's  Annual  Report  on Form  10-K for the  year  ended
           December 31, 1999.

      (b)  The Plan's Annual Report on Form 11-K for the year ended December 30,
           1999.

      (c)  The  registrant's  Quarterly  Reports  on Form 10-Q for the  quarters
           ended March 31, 2000, June 30, 2000, and September 30, 2000.

      (d)  The  registrant's  Current  Reports on Form 8-K filed on February 25,
           2000, and December 1, 2000.

      (e)  The description of the registrant's Common Stock, $0.50 par value per
           share, included as Exhibit 99.1 to the registrant's Current Report on
           Form 8-K filed on February 25, 2000.

      All  documents  filed by the  registrant  subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934,  as  amended,  prior to the  filing of a  post-effective  amendment  which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  herein  and to be a part  hereof  from  the  date of  filing  of such
documents.

Item 4.  Description of Securities.
         -------------------------

      Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

      Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

   Indemnification

      ORS 60.367,  a section of the Oregon  Business  Corporation  Act  ("Act"),
provides that any director held liable for an unlawful distribution in violation
of ORS 60.367 is entitled to  contribution  from (i) every  other  director  who
voted for or assented to the distribution  without complying with the applicable
statutory  standards  of conduct  and (ii) each  shareholder  for the amount the
shareholder  accepted  knowing the distribution was made in violation of the Act
or the corporation's articles of incorporation.

      As  authorized  by  the  Act,  Sections  A  and  B of  Article  V  of  the
registrant's  Third Restated Articles of Incorporation  provide that, subject to
certain  limitations,  directors  and officers  are entitled to  indemnification
against certain  liabilities to the full extent  authorized under ORS 57.255 and
ORS 57.260 (now ORS 60.387 et seq), provided, the directors or officers have met
the  applicable  standard of conduct

                                      II-1
specified in the Act. Subject to certain  specified  limitations,  directors and
officers are also entitled to indemnification  under Sections D and E of Article
V against  liabilities  arising from the fact that they are or were directors or
officers  or acting in certain  other  capacities  at the  registrant's  request
whether or not they met the applicable standard of conduct specified in the Act.

      The  registrant  maintains  directors' and officers'  liability  insurance
under which the registrant's directors and officers are insured against loss (as
defined) as a result of claims made against them for wrongful acts (as defined).

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

      Not applicable.

Item 8.  Exhibits.
         --------

      The  Index  to  Exhibits  listing  the  exhibits  required  by Item 601 of
Regulation  S-K is located at page II-6.  An opinion of counsel is not  required
under Item 8(a) because the securities being registered are acquired in the open
market.

Item 9.  Undertakings.
         ------------

      (a)  The undersigned registrant hereby undertakes:

           (1) To file,  during  any  period in which  offers or sales are being
           made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
           Securities Act of 1933 ("Securities Act");

               (ii) To reflect  in the  prospectus  any facts or events  arising
           after the effective date of the  registration  statement (or the most
           recent  post-effective  amendment thereof) which,  individually or in
           the aggregate,  represent a fundamental change in the information set
           forth in the registration statement;

               (iii) To include any  material  information  with  respect to the
           plan of  distribution  not previously  disclosed in the  registration
           statement  or  any  material  change  to  such   information  in  the
           registration statement;

      Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the  information  required to be included in a  post-effective  amendment  by
those  paragraphs  is  contained  in periodic  reports  filed by the  registrant
pursuant  to  Section  13 or  15(d)  of the  Securities  Exchange  Act  of  1934
("Exchange  Act")  that  are  incorporated  by  reference  in  the  registration
statement.

           (2) That,  for the purpose of  determining  any  liability  under the
           Securities Act, each such post-effective amendment shall be deemed to
           be a new registration  statement  relating to the securities  offered
           therein,  and the offering of such  securities  at that time shall be
           deemed to be the initial bona fide offering thereof.

           (3)  To  remove  from  registration  by  means  of  a  post-effective
           amendment any of the securities  being  registered that remain unsold
           at the termination of the offering.

                                      II-2
(b) The undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

      (c)  Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  provisions  described  in Item 6 above,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue. The
undertaking  of the  registrant  in the  preceding  sentence  does not  apply to
insurance against liability arising under the Securities Act.

                                      II-3
SIGNATURES

The Registrant.
--------------

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  city of  Portland,  State  of  Oregon,  on the  17th day of
January, 2001.

                                    WILLAMETTE INDUSTRIES, INC.
                                    (Registrant)

                                    /s/ G. W. Hawley
                                    ----------------------------------
                                    G. W. Hawley

                                    Executive Vice President and Chief Financial
                                    Officer, Secretary and Treasurer

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of the 17th day of January, 2001.

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

   (1)  Principal Executive Officer and Director:
DUANE C. McDOUGALL*                              President and Chief Executive Officer and
                                                    Director

   (2)  Principal Financial Officer:

   /s/ G. W. Hawley
   ---------------------------------                Executive Vice President and Chief Financial
   G. W. Hawley                                     Officer, Secretary and Treasurer
(3) Principal Accounting Officer:

   DONALD S. WADDELL*                               Corporate Controller

   (4) A majority of the Board of Directors:

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

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

                                      II-4
The Plan
--------

      Pursuant to the requirements of the Securities Act of 1933, the Willamette
Industries  Stock  Purchase  Plan has caused this  registration  statement to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Portland, State of Oregon, on the 17th day of January, 2001.

                             WILLAMETTE INDUSTRIES STOCK PURCHASE PLAN

                             By: WILLAMETTE INDUSTRIES STOCK PURCHASE PLAN
                                    COMMITTEE

                                 /s/ David W. Morthland
                             By: ----------------------------
                                 David W. Morthland
                                 Committee Member

                                      II-5
INDEX TO EXHIBITS

Exhibit No.

      4.1   Third  Restated  Articles of  Incorporation  of the  registrant,  as
            amended.  Incorporated by reference to Exhibit 3 of the registrant's
            Registration  Statement  on Form 8-A filed  February  24,  2000 (the
            "Form 8-A").

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

      4.3   Rights  Agreement  dated  as  of  February  25,  2000,  between  the
            registrant  and Mellon  Investor  Services  LLC  (f/k/a  ChaseMellon
            Shareholder Services, L.L.C.) (the "Rights Agreement"). Incorporated
            by reference to Exhibit 4.1 to the Form 8-A.

      4.4   Amendment  No. 1 to the Rights  Agreement  dated as of December  11,
            2000. Incorporated by reference to Exhibit (a)(5)(i) to the Schedule
            14D-9.

      5.1   Internal    Revenue   Service    Determination    Letter   regarding
            qualification  under Section 401 of the Internal  Revenue Code dated
            August 21, 1996.

      5.2   Opinion  of Miller  Nash LLP  confirming  compliance  of  provisions
            amending the Willamette Industries Stock Purchase Plan adopted since
            August 21, 1996, with the  requirements of ERISA  pertaining to such
            provisions.

      23.1  Consent of Independent Auditors.

      23.2  Consent of Miller Nash LLP.  Included in Exhibit 5.2.

      24    Power of attorney of certain officers and directors.

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

Other exhibits listed in Item 601 to Regulation S-K are not applicable.

                                      II-6