EXHIBIT 10.3
                                 ------------

                     FIRST AMENDMENT TO CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered 
into as of March 2, 1998, by and between SIMPSON MANUFACTURING CO., INC, a 
California corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL 
ASSOCIATION ("Bank").

                                   RECITALS

     WHEREAS, Borrower is currently indebted to Bank pursuant to the terms 
and conditions of that certain Credit Agreement between Borrower and Bank 
dated as of January 15, 1997, as amended from time to time ("Credit 
Amendment").

     WHEREAS, Bank and Borrower have agreed to certain changes in the terms 
and conditions set forth in the Credit Agreement and have agreed to amend 
the Credit Agreement to reflect said changes.

     NOW, THEREFORE, for valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto agree that 
the Credit Agreement shall be amended as follows:

     1.  Section 5.4 is hereby deleted in its entirety, and the following 
substituted therefor:

               "Section 5.4. GUARANTIES. Guarantee or become liable in any 
         way as surety, endorser (other than as endorser of negotiable 
         instruments for deposit or collection in the ordinary course of 
         business), accommodation endorser or otherwise for, nor pledge or 
         hypothecate any assets of Borrower as security for, any 
         liabilities or obligations of any other person or entity in an 
         aggregate amount at any time in excess of $4,000,000.00, except 
         any of the foregoing in favor of Bank."

     2.  Except as specifically provided herein, all terms and conditions 
of the Credit Agreement remain in full force and effect, without waiver or 
modification.  All terms defined in the Credit Agreement shall have the 
same meaning when used in this Amendment. This Amendment and the Credit 
Agreement shall be read together, as one document.


     3.  Borrower hereby remakes all representations and warranties 
contained in the Credit Agreement and reaffirms all covenants set forth 
therein.  Borrower further certifies that as of the date of this Amendment 
there exists no Event of Default as defined in the Credit Agreement, nor 
any condition, act or event which with the giving notice or the passage of 
time or both would constitute any such event of Default.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to 
be executed as of the day and year first written above.

                                       WELLS FARGO BANK,
SIMPSON MANUFACTURING CO., INC.        NATIONAL ASSOCIATION

By: /s/Steve Lamson                    By: Brian Phillips
    ----------------------------           ----------------------------
    Steve Lamson                           Brian Phillips
                                           Vice-President

Title: CFO
       -------------------------

By: /s/Thomas J Fitzmyers
    ----------------------------

Title: President
       -------------------------