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