EXHIBIT 4 RIGHTS AGREEMENT, AS RESTATED AMENDMENT NO. 2

                                                                     EXHIBIT 4
                         RIGHTS AGREEMENT, AS RESTATED
                                AMENDMENT XX. 0


      Xxxxxxxxx Xx. 0, dated as of October 30, 1995 (the "Amendment"), to the
Rights Agreement, restated as of February 3, 1991 and as amended by Amendment
No. 1 thereto dated as of July 28, 1995 (the "Rights Agreement"), between
Louisiana-Pacific Corporation, a Delaware corporation (the "Company"), and
First Chicago Trust Company of New York, a New York corporation (the "Rights
Agent").

WITNESSETH:

      WHEREAS, the Company and the Rights Agent have entered into the Rights
Agreement; and

      WHEREAS, on October 29, 1995, the Board of Directors of the Company, in
accordance with Section 27 of the Rights Agreement, determined it desirable
and in the best interest of the Company and its stockholders to supplement and
amend certain provisions of the Rights Agreement.

      NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

      Section 1.  Amendment to Section 7(c).  The first sentence of Section
7(c) of the Rights Agreement is amended to read in its entirety as follows: 
"The Purchase Price for each one one-hundredth of a Preferred Share pursuant
to the exercise of a Right shall be $200.00, and shall be payable in lawful
money of the United States of America in accordance with Section 7(d) hereof."

      Section 2.  Rights Agreement as Amended.  The term "Agreement" as used
in the Rights Agreement shall be deemed to refer to the Rights Agreement as
amended hereby.  This Amendment shall be effective as of the date hereof and,
except as set forth herein, the Rights Agreement shall remain in full force
and effect and be otherwise unaffected hereby.

      Section 3.  Counterparts.  This Amendment may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all of such counterparts shall together constitute but
one in the same instrument.

      IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and their respective seals to be hereunto affixed and attested, all
as of the day and year first above written.




Attest:                  LOUISIANA-PACIFIC CORPORATION



By   /s/ Xxxxx X. Xxxxxxxx          By   /s/ Xxxxxxx X. Xxxxxx
       Xxxxx X. Xxxxxxxx                     Xxxxxxx X. Xxxxxx
                                             Treasurer and 
                                             Chief Financial Officer



                    FIRST CHICAGO TRUST COMPANY OF NEW YORK


By   /s/ Xxxxx Xxxxxxx              By   /s/Xxxxxx Xxxxxxxxxx
       Xxxxx Xxxxxxx                        Xxxxxx Xxxxxxxxxx
                                            Assistant Vice President