EXHIBIT 10.4
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Mr. Thomas Fitzmyers, President
Mr. Steve Lamson, CFO
SIMPSON MANUFACTURING CO., INC.
4637 Chabot Dr., Suite 200
Pleasanton, CA  94588

Gentlemen:

In reference to the Agreement between Union Bank of California, N.A. 
("Bank") and Simpson Manufacturing Co., Inc. ("Borrower") dated January 14, 
1997, the Bank and Borrower desire to amend the Agreement.  This amendment 
shall be called the Second 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 5.4 Guaranties, the amount $1,000,000 on line two is 
          deleted and the amount $4,000,000 is substituted therefore"

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 
received before February 15, 1998.

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 OF CALIFORNIA, N.A.


/s/Joellen Ademski
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Joellen Ademski, Vice President        Lebbeus S. Case, Jr., VP

Agreed and Accepted to this 4 day of February, 1998.

SIMPSON MANUFACTURING CO., INC.


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