EXHIBIT 10.4
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August 3, 2000

Mr. Steve Lamson
President & COO
Simpson Manufacturing Co., Inc.
4637 Chabot Drive, Suite 200
Pleasanton, CA 94588

RE:  Second Modification to the Commercial Promissory Note dated June 1,
1998 ($13,800,000 Revolver-to-Term Facility)

Dear Mr. Lamson:

In reference to the Commercial Promissory Note dated June 1, 1998 ("Note")
between Union Bank of California, N.A. ("Bank") and Simpson Manufacturing
Co., Inc. ("Borrower"), the Bank and Borrower desire to modify the Note.
This shall be called the Second Modification to the Note.

The first three paragraphs of Section 1 of the Note is hereby deleted and
restated as follows:

1.    INTEREST PAYMENTS. Interest shall be payable on the first day of
each consecutive month beginning the first such date after the first
advance under this Note, and continuing through October 31, 2000, plus a
final installment equal to the entire unpaid principal balance and all
accrued and unpaid interest on November 1, 2000.

Not withstanding the foregoing, however, if on November 1, 2000, Borrower
is in compliance with all terms and conditions of this Note and any Loan
Documents and no Event of Default (as defined below) has occurred and is
continuing, Bank agrees to convert the then outstanding principal balance
of this Note ("Principal Balance") to a term loan. The term loan evidenced
by this Note shall bear interest at the per annum rate or rates and at the
times set forth below and shall be payable as follows. The period from the
date of this Note through November 1, 2000 is the "Revolving Period", and
if the term loan is made, the period December 1, 2000 through June 1, 2005
is the "Term Period".

Interest shall be payable on the first day of each consecutive month
beginning December 1, 2000 and continuing through June 1, 2005.
Principal shall be payable in fifty four (54) consecutive monthly
installments, beginning December 1, 2000 and continuing on the first
day of each consecutive month through May 31, 2005, plus a fifty
fifth (55th) and final installment equal to the entire unpaid
principal balance and shall accrued and unpaid interest on June 1,
2005.

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

Sincerely,

Union Bank of California, N.A.


/s/CAROL GARRETT
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Carol Garrett
Vice President

AGREED AND ACCEPTED TO THIS 9th DAY OF AUGUST, 2000.

Simpson Manufacturing Co., Inc.


By:  /s/Mike Herbert
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Name:  Mike Herbert
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Title:  Chief Financial Officer
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By:  /s/THOMAS J FITZMYERS
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Name:  Thomas J Fitzmyers
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Title:  President and C.E.O.
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