EXHIBIT 10.4
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May 23, 1996

Mr. Steve Lamson, CFO
Simpson Manufacturing, Inc.
4637 Chabot Drive, Suite 200
Pleasanton, CA  94588

Dear Steve:

In reference to the Agreement between Union Bank ("Bank") and Simpson 
Manufacturing, Inc. ("Borrower") date July 15, 1995, the Bank and 
Borrower desire to amend the Agreement. This amendment shall be called 
the Fourth Amendment to the Agreement. Initially capitalized terms used 
herein which are not otherwise defined shall have the meaning assigned 
thereto in the Agreement.

     Amendment to the Agreement

     (a)  Section 1.1.3 Standby L/C (B). The section is amended in its 
          entirety as follows:

          "Bank has issued for Simpson Holdings, Inc. an irrevocable, 
          standby letter of credit, an "L/C" in the amount of Four 
          Hundred Sixteen Thousand Two Hundred Eighty Four Dollars and 
          Fifty Cents ($416,284.50) maturing June 1, 1997."

This Loan Amendment shall become effective when the Bank shall have 
received the acknowledgment copy of this Loan Amendment executed by the 
Borrower and the following executed documents, all of which the Bank 
must receive before May 31, 1996.

Except as specifically amended hereby, the Agreement shall remain in 
full force and effect and is hereby ratified and confirmed. This Loan 
Amendment shall not be a waiver of any existing default or breach of a 
condition to covenant unless specified herein.

Very truly yours,
Union Bank
A Division of Union Bank of California, N.A.

/s/Carol A. Garrett, VP             /s/Michael K. Devery, VP
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Carol A. Garrett, Vice President    Michael K. Devery, AVP

Agreed and Accepted to this 24th day of May 1996.

Simpson Manufacturing, Inc.

/s/Thomas Fitzmyers                 /s/Steve Lamson
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Thomas Fitzmyers, President         Steve Lamson, Chief Financial 
                                                    Officer