10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

ý        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended:  June 30, 2005

OR

o        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                   

Commission file number:  0-23804

Simpson Manufacturing Co., Inc.

(Exact name of registrant as specified in its charter)

Delaware	94-3196943
(State or other jurisdiction of incorporation	(I.R.S. Employer
or organization)	Identification No.)
4120 Dublin Boulevard, Suite 400, Dublin, CA 94568
(Address of principal executive offices)
(Registrant’s telephone number, including area code): (925) 560-9000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý  No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes ý  No o

The number of shares of the Registrant’s Common Stock outstanding as of June 30, 2005: 48,018,254

In November 2004, the Company completed a 2-for-1 stock split effected in the form of a stock dividend of its common stock. All of the share and per share numbers have been adjusted to reflect this stock split.

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

Simpson Manufacturing Co., Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, unaudited)

	June 30,					December 31,
	2005		2004			2004
ASSETS
Current assets
Cash and cash equivalents	$	53,137	$	34,438		$	30,917
Short-term investments	9,912		44,610			17,032
Trade accounts receivable, net	140,977		122,318			89,807
Inventories	179,568		130,853			192,879
Deferred income taxes	10,104		8,328			8,809
Other current assets	4,269		4,191			7,667
Total current assets	397,967		344,738			347,111
Property, plant and equipment, net	144,385		115,767			137,609
Goodwill	42,339		23,321			44,379
Equity method investment	168		—			—
Other noncurrent assets	16,596		7,369			16,038
Total assets	$	601,455	$	491,195		$	545,137
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Line of credit and current portion of long-term debt	$	1,212	$	813		$	579
Trade accounts payable	36,770		33,593			32,031
Accrued liabilities	26,456		21,986			27,780
Income taxes payable	7,845		1,184			—
Accrued profit sharing trust contributions	4,539		3,483			7,039
Accrued cash profit sharing and commissions	15,757		13,209			8,210
Accrued workers’ compensation	2,724		2,474			2,761
Total current liabilities	95,303		76,742			78,400
Long-term debt, net of current portion	1,932		2,483			2,397
Other long-term liabilities	1,413		1,165			1,415
Total liabilities	98,648		80,390			82,212
Commitments and contingencies (Note 7)
Stockholders’ equity
Common stock, at par value	480		500			479
Additional paid-in capital	84,919		68,708			79,877
Retained earnings	409,576		392,852			369,154
Accumulated other comprehensive income	7,832		6,294			13,415
Treasury stock	—		(57,549		)	—
Total stockholders’ equity	502,807		410,805			462,925
Total liabilities and stockholders’ equity	$	601,455	$	491,195		$	545,137

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

Simpson Manufacturing Co., Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands except per share amounts, unaudited)

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2005		2004			2005		2004
Net sales	$	224,334	$	181,835		$	408,550	$	341,751
Cost of sales	135,537		107,385			255,236		202,722
Gross profit	88,797		74,450			153,314		139,029
Operating expenses:
Selling	15,501		15,338			31,379		28,383
General and administrative	27,411		23,490			49,616		45,716
	42,912		38,828			80,995		74,099
Income from operations	45,885		35,622			72,319		64,930
Income in equity method investment, before tax	95		—			168		—
Interest income (expense), net	131		(164		)	223		108
Income before income taxes	46,111		35,458			72,710		65,038
Provision for income taxes	17,273		13,643			27,488		25,274
Net income	$	28,838	$	21,815		$	45,222	$	39,764
Net income per common share
Basic	$	0.60	$	0.45		$	0.94	$	0.82
Diluted	$	0.60	$	0.45		$	0.93	$	0.81
Cash dividends declared per common share	$	0.05	$	0.05		$	0.10	$	0.10
Number of shares outstanding
Basic	48,005		48,025			47,990		48,285
Diluted	48,447		48,870			48,476		49,106

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

Simpson Manufacturing Co., Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

for the six months ended June 30, 2004 and 2005 and December 31, 2004

(In thousands except per share amounts, unaudited)

											Accumulated
						Additional					Other
	Common Stock					Paid-in		Retained			Comprehensive			Treasury
	Shares		Par Value			Capital		Earnings			Income			Stock			Total
Balance, January 1, 2004	48,511		$	498		$	63,335	$	357,916		$	7,983		$	(29,427	)	$	400,305
Comprehensive income:
Net income	—		—			—		39,764			—			—			39,764
Other comprehensive income:
Change in net unrealized gains or losses on available-for-sale investments	—		—			—		—			(71		)	—			(71		)
Translation adjustment	—		—			—		—			(1,618		)	—			(1,618		)
Comprehensive income																	38,075
Options exercised	157		2			1,513		—			—			—			1,515
Stock compensation expense	—		—			2,379		—			—			—			2,379
Tax benefit of options exercised	—		—			1,044		—			—			—			1,044
Repurchase of common stock	(1,037	)	—			—		—			—			(28,122		)	(28,122		)
Cash dividends declared on Common stock ($0.10 per share)	—		—			—		(4,828		)	—			—			(4,828		)
Common stock issued at $25.43 per share	17		—			437		—			—			—			437
Balance, June 30, 2004	47,648		500			68,708		392,852			6,294			(57,549		)	410,805
Comprehensive income:
Net income	—		—			—		41,744			—			—			41,744
Other comprehensive income:
Change in net unrealized gains or losses on available-for-sale investments	—		—			—		—			9			—			9
Translation adjustment	—		—			—		—			7,112			—			7,112
Comprehensive income																	48,865
Options exercised	236		2			2,257		—			—			—			2,259
Stock compensation expense	—		—			2,071		—			—			—			2,071
Tax benefit of options exercised	—		—			1,842		—			—			—			1,842
Repurchase of common stock	(114	)	—			—		—			—			(3,152		)	(3,152		)
Retirement of treasury stock	—		(24		)	—		(60,677		)	—			60,701			—
Cash dividends declared on Common stock ($0.10 per share)	—		—			—		(4,765		)	—			—			(4,765		)
2-for-1 stock split effected in the form of a stock dividend
Common stock issued $31.40 per share for acquisition	159		1			4,999		—			—			—			5,000
Balance, December 31, 2004	47,929		479			79,877		369,154			13,415			—			462,925
Comprehensive income:
Net income	—		—			—		45,222			—			—			45,222
Other comprehensive income:
Change in net unrealized gains or losses on available-for-sale investments	—		—			—		—			26			—			26
Translation adjustment	—		—			—		—			(5,609		)	—			(5,609		)
Comprehensive income																	39,639
Options exercised	69		1			877		—			—			—			878
Stock compensation expense	—		—			3,010		—			—			—			3,010
Tax benefit of options exercised	—		—			449		—			—			—			449
Cash dividends declared on Common stock ($0.10 per share)	—		—			—		(4,800		)	—			—			(4,800		)
Common stock issued at $34.30 per share	20		—			706		—			—			—			706
Balance, June 30, 2005	48,018		$	480		$	84,919	$	409,576		$	7,832		$	—		$	502,807

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

Simpson Manufacturing Co., Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands, unaudited)

	Six Months
	Ended June 30,
	2005			2004
Cash flows from operating activities
Net income	$	45,222		$	39,764
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Gain on sale of capital equipment	(98		)	(162		)
Depreciation and amortization	12,608			9,680
Deferred income taxes	(2,906		)	(1,396		)
Noncash compensation related to stock plans	3,210			2,795
Income in equity method investment	(168		)	—
Tax benefit of options exercised	449			1,044
Provision for obsolete inventory	874			1,080
Provision for doubtful accounts	(83		)	(92		)
Changes in operating assets and liabilities, net of effects of acquisitions:
Trade accounts receivable	(52,666		)	(56,359		)
Inventories	10,331			(26,179		)
Trade accounts payable	3,740			9,449
Income taxes payable	12,998			2,777
Accrued profit sharing trust contributions	(2,443		)	(2,521		)
Accrued cash profit sharing and commissions	7,557			5,754
Other current assets	(1,759		)	(2,030		)
Accrued liabilities	(16		)	4,090
Other long-term liabilities	21			645
Accrued workers’ compensation	(36		)	50
Other noncurrent assets	12			251
Net cash provided by (used in) operating activities	36,847			(11,360		)
Cash flows from investing activities
Capital expenditures	(17,791		)	(17,022		)
Asset acquisitions, net of cash acquired	—			(575		)
Proceeds from sale of capital equipment	219			164
Purchases of available-for-sale investments	—			(40,238		)
Maturities of available-for-sale investments	3,400			4,500
Sales of available-for-sale investments	3,500			35,795
Net cash used in investing activities	(10,672		)	(17,376		)
Cash flows from financing activities
Line of credit borrowings	712			1,880
Repayment of debt and line of credit borrowings	(280		)	(4,736		)
Repurchase of common stock	—			(28,122		)
Issuance of Company’s common stock	878			1,515
Dividends paid	(4,797		)	(2,428		)
Net cash used by financing activities	(3,487		)	(31,891		)
Effect of exchange rate changes on cash	(468		)	(71		)
Net increase (decrease) in cash and cash equivalents	22,220			(60,698		)
Cash and cash equivalents at beginning of period	30,917			95,136
Cash and cash equivalents at end of period	$	53,137		$	34,438
Noncash capital expenditures	$	1,684		$	1,665
Dividends declared but not paid	$	2,402		$	2,400
Issuance of Company’s common stock for compensation	$	706		$	437

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

Simpson Manufacturing Co., Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1.Basis of Presentation

Principles of Consolidation

The consolidated financial statements include the accounts of Simpson Manufacturing Co., Inc. and its subsidiaries. Investments in less than 50% owned affiliates are generally accounted for using either cost or the equity method. All significant intercompany transactions have been eliminated.

Interim Period Reporting

The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and footnotes required by accounting principles generally accepted in the United States of America have been condensed or omitted. These interim statements should be read in conjunction with the consolidated financial statements and the notes thereto included in Simpson Manufacturing Co., Inc.’s (the “Company’s”) 2004 Annual Report on Form 10-K (the “2004 Annual Report”).

The unaudited quarterly condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, contain all adjustments (consisting of only normal recurring adjustments) necessary to state fairly the financial information set forth therein, in accordance with accounting principles generally accepted in the United States of America. The year-end condensed consolidated balance sheet data were derived from audited financial statements, but do not include all disclosures required by accounting principles generally accepted in the United States of America. The Company’s quarterly results may be subject to fluctuations. As a result, the Company believes the results of operations for the interim periods are not necessarily indicative of the results to be expected for any future period.

Revenue Recognition

The Company recognizes revenue when the earnings process is complete, net of applicable provision for discounts, returns and allowances, whether actual or estimated based on the Company’s experience. This generally occurs when products are shipped to the customer in accordance with the sales agreement or purchase order, ownership and risk of loss pass to the customer, collectibility is reasonably assured and pricing is fixed and determinable. The Company’s general shipping terms are F.O.B. shipping point, where title is transferred and revenue is recognized when the products are shipped to customers. When the Company sells F.O.B. destination point, title is transferred and the Company recognizes revenue on delivery. If the actual costs of sales returns, allowances, and discounts were to exceed the recorded estimated allowance, the Company’s sales would be adversely affected. Accrued sales returns have not been material and have been within management’s expectations. Service sales, representing aftermarket repair and maintenance and engineering activities, though significantly less than 1% of net sales and not material to the financial statements, are recognized as the services are completed.

Treasury Stock

The Company records treasury stock purchases under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Upon retirement, the resulting gains or losses are credited or charged to retained earnings.

Net Income Per Common Share

Basic net income per common share is computed based upon the weighted average number of common shares outstanding. Potentially dilutive securities, using the treasury stock method, are included in the diluted per-share calculations for all periods when the effect of their inclusion is dilutive.

6

The following is a reconciliation of basic earnings per share (“EPS”) to diluted EPS:

	Three Months Ended					Three Months Ended
	June 30, 2005					June 30, 2004
(In thousands; per-				Per					Per
share amounts in dollars)	Income		Shares	Share		Income		Shares	Share
Basic EPS
Income available to common stockholders	$	28,838	48,005	$	0.60	$	21,815	48,025	$	0.45
Effect of Dilutive Securities
Stock options	—		442	—		—		845	—
Diluted EPS
Income available to common stockholders	$	28,838	48,447	$	0.60	$	21,815	48,870	$	0.45

	Six Months Ended								Six Months Ended
	June 30, 2005								June 30, 2004
					Per							Per
	Income			Shares	Share				Income		Shares	Share
Basic EPS
Income available to common stockholders	$		45,222	47,990	$	0.94			$	39,764	48,285	$	0.82
Effect of Dilutive Securities
Stock options	—			486	(0.01			)	—		821	(0.01		)
Diluted EPS
Income available to common stockholders	$	45,222		48,476	$		0.93		$	39,764	49,106	$	0.81

For the three and six months ended June 30, 2005, 382 and 195 shares attributable to outstanding stock options, respectively, were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive.

Accounting for Stock-Based Compensation

The Company maintains two stock option plans under which the Company may grant incentive stock options and non-qualified stock options to employees, consultants and non-employee directors. Stock options have been granted with exercise prices at or above the fair market value on the date of grant. Options vest and expire according to terms established at the grant date.

As of January 1, 2003, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure,” and SFAS No. 123, “Accounting for Stock Based Compensation,” and used the prospective method of applying SFAS No. 123 for the transition. For stock options that have been granted prior to January 1, 2003, the Company will continue to account for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. Accordingly, because the grant price equaled or exceeded the market price on the date of grant for options issued by the Company, no compensation expense has been recognized for stock options granted prior to January 1, 2003. For the three months ended June 30, 2005 and 2004, the Company has recognized after-tax stock option expense of approximately $0.9 million and $0.6 million, respectively. For the six months ended June 30, 2005 and 2004, the Company has recognized after-tax stock option expense of approximately $1.9 million and $1.5 million, respectively. These amounts are reflected in general and administrative expenses.

7

Had compensation cost for the Company’s stock options for all grants been recognized based upon the estimated fair value on the grant date under the fair value methodology prescribed by SFAS No. 123, as amended by SFAS No. 148, the Company’s net income and earnings per share would have been as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In thousands; per-share amounts in dollars)	2005		2004		2005		2004
Net income, as reported	$	28,838	$	21,815	$	45,222	$	39,764
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects	894		639		1,872		1,454
Deduct: Total stock-based employee compensation expense determined under the fair value method for all awards granted prior to January 1, 2003, net of related tax effects	901		652		1,887		1,479
Net income, pro forma	$	28,831	$	21,802	$	45,207	$	39,739
Earnings per share
Basic, as reported	$	0.60	$	0.45	$	0.94	$	0.82
Basic, pro forma	0.60		0.45		0.94		0.82
Diluted, as reported	0.60		0.45		0.93		0.81
Diluted, pro forma	0.60		0.45		0.93		0.81

The assumptions used to calculate the fair value of options granted are evaluated and revised, as necessary, to reflect market conditions and the Company’s experience.

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R, “Share Based Payment (Revised 2004),” which revised SFAS No. 123 to require companies to record compensation cost for stock-based employee compensation plans based on the fair value of options granted. While the Company currently accounts for stock options on a fair value basis, additional changes will be required such as those affecting cash flow presentation. SFAS No. 123R will be adopted in the first quarter of 2006 and management has not determined all of the effects on the Company’s financial statements or the transition method that will be used.

Under the 1994 Stock Option plan, the Company allows for full vesting upon retirement if the employee becomes “retirement eligible” by reaching age sixty. Currently, stock-based employee compensation expense is recorded over the nominal vesting period and if a retirement eligible employee retires before the end of the vesting period, the Company records any unrecognized compensation cost at the date of retirement (the “nominal vesting period approach”). The nominal vesting period is four years of service subsequent to the grant date. The “non-substantive vesting period approach” specifies that awards, in substance, become vested when the employee’s retention of the award is no longer contingent on providing service. Under this approach, the unrecorded compensation cost is expensed when that condition is met even if the employee continues providing service to the Company. This would be the case for existing grants when an employee becomes retirement eligible as well as when a retirement eligible employee is granted an award. Upon adoption of SFAS No. 123R in the first quarter of 2006, the Company will adopt the non-substantive vesting period approach for new grants that have retirement eligibility provisions. The after-tax effect on net income of applying the nominal vesting period approach versus the non-substantive vesting period approach is as follows (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2005		2004		2005			2004
Stock-based compensation expense:
Nominal vesting period approach	$	894	$	639	$	1,872		$	1,454
Non-substantive vesting period approach	846		576		2,109			1,887
Effect on net income	$	48	$	63	$	(237	)	$	(433	)

8

Recently Issued Accounting Standards

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections, a replacement of APB Opinion 20 and FASB Statement No. 3.” This Statement will be effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. In the absence of explicit transition requirements specific to the newly adopted accounting principle, it establishes, unless not practicable, retrospective application as the required method for reporting a change in accounting principle. Management has not determined the effect, if any, on the Company’s financial statements for its fiscal year ending December 31, 2006.

Reclassifications

Certain prior period amounts have been reclassified to conform to the 2005 presentation with no effect on net income or retained earnings as previously reported. These reclassifications were primarily in relation to the presentation of deferred taxes and non-cash compensation in the statement of cash flows.

2.Trade Accounts Receivable, net

Trade accounts receivable consist of the following (in thousands):

	At June 30,						At December 31,
	2005			2004			2004
Trade accounts receivable	$	145,749		$	125,921		$	93,515
Allowance for doubtful accounts	(2,268		)	(1,790		)	(2,397		)
Allowance for sales discounts and returns	(2,504		)	(1,813		)	(1,311		)
	$	140,977		$	122,318		$	89,807

3.Inventories

The components of inventories consist of the following (in thousands):

	At June 30,				At December 31,
	2005		2004		2004
Raw materials	$	68,295	$	57,992	$	91,910
In-process products	22,870		16,037		22,235
Finished products	88,403		56,824		78,734
	$	179,568	$	130,853	$	192,879

9

4.Property, Plant and Equipment, net

Property, plant and equipment, net consists of the following (in thousands):

	At June 30,						At December 31,
	2005			2004			2004
Land	$	14,711		$	13,855		$	13,871
Buildings and site improvements	84,344			65,478			67,215
Leasehold improvements	5,938			5,917			6,838
Machinery and equipment	152,608			131,024			147,442
	257,601			216,274			235,366
Less accumulated depreciation and amortization	(129,660		)	(113,549		)	(121,610		)
	127,941			102,725			113,756
Capital projects in progress	16,444			13,042			23,853
	$	144,385		$	115,767		$	137,609

Gains or losses on disposal of capital equipment are reported in the general and administrative expenses in the consolidated statements of operations.

5.Investments

Equity Method Investment

The Company has a 35% investment in Keymark Enterprises, LLC (“Keymark”), for which it accounts using the equity method. Keymark develops software that assists in the design and engineering of residential structures. The Company’s relationship with Keymark includes the specification of its products in the Keymark software. The Company has no obligation to make any additional future capital contributions, nor does it intend to provide additional funding to Keymark. In 2001, after several quarters of losses, the Company concluded that the carrying value of its investment in Keymark exceeded its fair value and therefore wrote down the value of its investment to zero. After three consecutive quarters of profitability in 2004, however, the Company began recording its share of Keymark’s 2005 profits, and as of June 30, 2005, the carrying value of this investment (in thousands) was $168.

Available-for-Sale Investments

The Company’s investments in debt securities are classified as either cash and cash equivalents or available-for-sale investments. As of June 30, 2005 and 2004, and December 31, 2004, the Company’s investments were as follows (in thousands):

			Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
At June 30, 2005
Debt investments
Municipal bonds	$	9,944	$	—	$	32	$	9,912
At June 30, 2004
Debt investments
Municipal bonds	$	44,677	$	3	$	70	$	44,610
Commercial paper	5,007		—		—		5,007
Total debt investments	$	49,684	$	3	$	70	$	49,617
At December 31, 2004
Debt investments
Municipal bonds	$	17,090	$	—	$	58	$	17,032

10

Of the total estimated fair value of debt securities (in thousands), $5,007 was classified as cash and cash equivalents as of June 30, 2004, and $9,912, $44,610, and $17,032 were classified as short-term investments as of June 30, 2005 and 2004, and December 31, 2004, respectively.

As of June 30, 2005, contractual maturities of the Company’s available-for-sale investments were as follows (in thousands):

			Estimated
	Amortized		Fair
	Cost		Value
Amounts maturing in less than 1 year	$	9,944	$	9,912

6.Debt

Outstanding debt at June 30, 2005 and 2004, and December 31, 2004, and the available credit at June 30, 2005, consisted of the following (in thousands):

	Available		Debt Outstanding
	Credit at		at						at
	June 30,		June 30,						December 31,
	2005		2005			2004			2004
Revolving line of credit, interest at bank’s reference rate less 0.50% (at June 30, 2005, the bank’s reference rate less 0.50% was 5.75%), expires November 2006	$	13,800	$	—		$	—		$	—
Revolving term commitment, interest at bank’s prime rate less 0.50% (at June 30, 2005, the bank’s prime rate less 0.50% was 5.75%), expires June 2006	9,200		—			—			—
Revolving line of credit, interest at the bank’s base rate plus 2% (at June 30, 2005, the bank’s base rate plus 2% was 6.75%), expires September 2005	1,249		—			—			—
Revolving lines of credit, interest rates between 2.8442% and 4.50%, expirations between June 2005 and August 2005	4,442		663			268			—
Term loan, interest at LIBOR plus 1.375% (at June 30, 2005, LIBOR plus 1.375% was 4.565%), matures June 2008	—		900			1,200			1,050
Term loans, interest rates between 2.94% and 5.60%, expirations between 2005 and 2018	—		1,581			1,828			1,926
	28,691		3,144			3,296			2,976
Less line of credit and current portion of long-term debt			(1,212		)	(813		)	(579		)
Long-term debt, net of current portion			$	1,932		$	2,483		$	2,397
Available credit	$	28,691

11

7.Commitments and Contingencies

Note 9 to the consolidated financial statements in the Company’s 2004 Annual Report provides information concerning commitments and contingencies. From time to time, the Company is involved in various legal proceedings and other matters arising in the normal course of business. The resolution of claims and litigation, however, is subject to inherent uncertainty and it is possible that such resolution could have a material adverse effect on the Company’s financial condition, cash flows or results of operations.

The Company’s policy with regard to environmental liabilities is to accrue for future environmental assessments and remediation costs when information becomes available that indicates that it is probable that the Company is liable for any related claims and assessments and the amount of the liability is reasonably estimable. The Company does not believe that these matters will have a material adverse effect on the Company’s financial condition, cash flows or results of operations.

Corrosion, hydrogen enbrittlement, cracking, material hardness, wood pressure-treating chemicals, misinstallations, environmental conditions or other factors can contribute to failure of fasteners, connectors, and tools. On occasion, some of the fasteners that the Company sells have failed, although the Company has not incurred any material liability resulting from those failures. The Company attempts to avoid such failures by establishing and monitoring appropriate product specifications, manufacturing quality control procedures, inspection procedures and information on appropriate installation methods and conditions.  The Company subjects its products to extensive testing, with results and conclusions published in Company catalogues and on its website (see www.strongtie.com/info). Based on test results to date, the Company believes that, generally, if its products are appropriately selected and installed in accordance with the Company’s guidance, they may be reliably used in appropriate applications.

8.Segment Information

The Company is organized into two primary segments. The segments are defined by types of products manufactured, marketed and distributed to the Company’s customers. The two product segments are connector products and venting products. These segments are differentiated in several ways, including the types of materials used, the production process, the distribution channels used and the applications in which the products are used. Transactions between the two segments were immaterial for each of the periods presented.

The following table illustrates certain measurements used by management to assess the performance of the segments described above as of or for the following periods (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2005		2004		2005		2004
Net Sales
Connector products	$	205,748	$	162,144	$	372,741	$	304,654
Venting products	18,586		19,691		35,809		37,097
Total	$	224,334	$	181,835	$	408,550	$	341,751
Income from Operations
Connector products	$	43,743	$	33,275	$	70,660	$	61,813
Venting products	801		1,962		863		3,603
Administrative and all other	1,341		385		796		(486		)
Total	$	45,885	$	35,622	$	72,319	$	64,930

					At
	At June 30,				December 31,
	2005		2004		2004
Total Assets
Connector products	$	455,300	$	343,989	$	427,418
Venting products	72,193		57,155		56,188
Administrative and all other	73,962		90,051		61,531
Total	$	601,455	$	491,195	$	545,137

12

Cash collected by the Company’s subsidiaries is routinely transferred into the Company’s cash management accounts and, therefore, has been included in the total assets of the segment entitled “Administrative and all other.” Cash and cash equivalent and short-term investment balances (in thousands) in the “Administrative and all other” segment were approximately $62,324, $77,622, and $47,023, as of June 30, 2005 and 2004, and December 31, 2004, respectively.

9.Subsequent Events

In July 2005, the Company’s Board of Directors declared a cash dividend of $0.05 per share, totaling approximately $2.4 million. The record date for the cash dividend is October 6, 2005, and it will be paid on October 26, 2005.

In July 2005, the Company entered into an agreement to purchase a building in Vacaville, California, from a related party for $5.7 million. The building is 125,000 square feet and is currently being leased by the Company’s subsidiary, Simpson Dura-Vent. The transaction is subject to satisfactory completion of the Company’s due diligence and satisfaction of other customary conditions and is expected to close in January 2008.

In August 2005, the Company completed the purchase of a facility in Pleasanton, California, for $9.3 million, which it plans to use as its administrative offices and its engineering laboratory.

In August 2005, the Company entered into an agreement to sell one of its buildings in San Leandro, California, for $4.0 million. If the sale is consummated, the Company expects to realize a gain on the sale of this facility of approximately $1.9 million. The building is approximately 48,000 square feet and is currently being used by the Company’s subsidiary, Simpson Strong-Tie Company Inc., primarily for its engineering laboratory. Subject to the buyers’ completion of their due diligence and satisfaction of other customary conditions, the transaction is expected to close in late 2005. The Company intends to relocate the engineering laboratory to its recently acquired facility in Pleasanton, California.

13

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Certain matters discussed below are forward-looking statements that involve risks and uncertainties, certain of which are discussed in this report and in other reports filed by the Company with the Securities and Exchange Commission. Actual results might differ materially from results suggested by any forward-looking statements in this report.

The following is a discussion and analysis of the consolidated financial condition and results of operations for the Company for the three and six months ended June 30, 2005 and 2004. The following should be read in conjunction with the interim Condensed Consolidated Financial Statements and related Notes appearing elsewhere herein.

In November 2004, the Company completed a 2-for-1 stock split effected in the form of a stock dividend of its common stock. All of the share and per share numbers have been adjusted to reflect this stock split.

Results of Operations for the Three Months Ended June 30, 2005, Compared
with the Three Months Ended June 30, 2004

Net sales increased 23.4% to $224.3 million in the second quarter of 2005 as compared to net sales of $181.8 million for the second quarter of 2004. Net income increased 32.2% to $28.8 million for the second quarter of 2005 as compared to net income of $21.8 million for the second quarter of 2004. Diluted net income per common share was $0.60 for the second quarter of 2005 as compared to $0.45 for the second quarter of 2004.

In the second quarter of 2005, sales growth occurred throughout North America and Europe. The growth in the United States was strongest in the southern, western (excluding California) and midwestern regions. Sales in California increased relative to the first quarter of 2005 when heavy rains, particularly in southern California, slowed construction activity. Simpson Strong-Tie’s second quarter sales increased 26.9% over the same quarter last year, while Simpson Dura-Vent’s sales decreased 5.6%. Lumber dealers and home centers were the fastest growing Simpson Strong-Tie sales channels. The sales increase was broad based across most of Simpson Strong-Tie’s major product lines. Sales of the Quik Drive product line, acquired in the fourth quarter of 2004, contributed significantly to the increase. Anchor systems, seismic and high wind products and engineered wood products had the highest percentage growth rates in sales. Sales of Simpson Strong-Tie’s Strong-Wall product line, with a substantial share of its sales in California, increased somewhat as compared to the second quarter of 2004. Sales of Simpson Dura-Vent’s products decreased, with the exception of its pellet vent products, which increased slightly, compared to the second quarter of 2004.

Income from operations increased 28.8% from $35.6 million in the second quarter of 2004 to $45.9 million in the second quarter of 2005, while gross margins decreased from 40.9% in the second quarter of 2004 to 39.6% in the second quarter of 2005. This decrease in gross margins was primarily due to increased material costs, mainly steel, which increased at a faster rate than the sales price increases that the Company put in place during 2004 and early 2005. The material cost increase was partially offset by improved absorption of the Company’s fixed overhead costs, primarily due to the increased sales volume. The Company’s raw material inventory continued to decrease, by 25.7% from balances as of December 31, 2004, while its in-process and finished goods inventory increased by 10.2% over the first half although it declined slightly in the second quarter.

Selling expenses increased 1.1% from $15.3 million in the second quarter of 2004 to $15.5 million in the second quarter of 2005. While the increase was small, it was driven primarily by a $0.6 million increase in costs associated with the addition of sales and marketing personnel, including those associated with the acquisition of the assets of Quik Drive, U.S.A., Inc. and Quik Drive Canada, Inc. and 100% of the equity of Quik Drive Australia Pty. Limited (collectively “Quik Drive”), partially offset by a $0.5 million decrease in advertising and promotional expenses. General and administrative expenses increased 16.7% from $23.5 million in the second quarter of 2004 to $27.4 million in the second quarter of 2005. The increase was primarily due to an increase in cash profit sharing of $2.5 million, as a result of increased operating profit, and increased costs associated with the addition of administrative personnel of $0.8 million and an increase in amortization of intangible assets of $0.4 million. The increases in personnel costs and amortization were primarily associated with the Quik Drive acquisition. In addition, stock compensation costs were higher by $0.3 million. Partially offsetting the increases were decreases in legal expenses of $0.5 million and favorable bad debt experience in the current quarter of $0.3 million. The tax rate was 37.5% in the second quarter of 2005, down from 38.5% in the second quarter of 2004. The decrease was primarily due to lower taxable income as a result of the new manufacturing deduction for qualified production activity income under the American Jobs Creation Act of 2004.

14

Results of Operations for the Six Months Ended June 30, 2005, Compared
with the Six Months Ended June 30, 2004

Net sales increased 19.5% to $408.5 million in the first half of 2005 as compared to net sales of $341.8 million for the first half of 2004. Net income increased 13.7% to $45.2 million for the first half of 2005 as compared to net income of $39.8 million for the first half of 2004. Diluted net income per common share was $0.93 for the first half of 2005 as compared to $0.81 for the first half of 2004.

In the first half of 2005, sales growth occurred throughout Europe and North America. The growth in the United States was strongest in the southern and western regions, excluding California. Simpson Strong-Tie’s first half sales increased 22.3% over the same period last year, while Simpson Dura-Vent’s sales decreased 3.5%. Lumber dealers and home centers were the fastest growing Simpson Strong-Tie sales channels. The sales increase was broad based across most of Simpson Strong-Tie’s major product lines. Sales of Quik Drive products contributed significantly to the increase. Anchor systems, seismic and high wind products and engineered wood products had the highest percentage growth rates in sales. Sales of Simpson Strong-Tie’s Strong-Wall product line, with a substantial share of its sales in California, were down significantly from the first half of 2004 primarily due to the slow sales in the first quarter of 2005. Sales of Simpson Dura-Vent’s products decreased, with the exception of its pellet vent products with increased slightly, compared to the first half of 2004.

Income from operations increased 11.4% from $64.9 million in the first half of 2004 to $72.3 million in the first half of 2005 while gross margins decreased from 40.7% in the first half of 2004 to 37.5% in the first half of 2005. This decrease was primarily due to increased material costs but was offset slightly by improved absorption of the Company’s fixed overhead costs, primarily due to the increased sales volume.

Selling expenses increased 10.6% from $28.4 million in the first half of 2004 to $31.4 million in the first half of 2005, primarily due to increased costs associated with the addition of sales and marketing personnel, including $2.0 million associated with the acquisition of Quik Drive. General and administrative expenses increased 8.5% from $45.7 million in the first half of 2004 to $49.6 million in the first half of 2005. The increase was primarily due to increased costs associated with the addition of administrative personnel of $1.4 million and an increase in amortization of intangible assets of $0.9 million. The increases in personnel costs and amortization were primarily associated with the Quik Drive acquisition. In addition, stock compensation costs increased by $0.5 million and cash profit sharing increased by $0.3 million, as a result of increased operating profit. The tax rate was 37.8% in the first half of 2005, down from 38.9% in the first half of 2004. The decrease was primarily due to lower taxable income as a result of the new manufacturing deduction for qualified production activity income under the American Jobs Creation Act of 2004.

Liquidity and Sources of Capital

As of June 30, 2005, working capital was $302.7 million as compared to $268.0 million at June 30, 2004, and $268.7 million at December 31, 2004. The increase in working capital from December 31, 2004, was primarily due to an increase in the Company’s trade accounts receivable of $51.2 million. Net accounts receivable increased 57.0% from December 31, 2004, primarily due to the increase in sales. In addition, cash and cash equivalents increased by $22.2 million, or 71.9%, from December 31, 2004. Offsetting this increase in working capital was a shift from prepaid income taxes to income taxes payable totaling approximately $13.0 million, decreases in total inventories and short-term investments of $13.3 million and $7.1 million, respectively, and increases in accrued cash profit sharing and commissions of $7.5 million, primarily as a result of higher operating income, and net trade accounts payable of $4.7 million. The balance of the change in working capital was due to the fluctuation of various other asset and liability accounts. The working capital change and changes in noncurrent assets and liabilities, combined with net income and noncash expenses, including depreciation, amortization, stock-based compensation charges and provisions for obsolete inventory and doubtful accounts, totaling approximately $61.8 million, resulted in net cash provided by operating activities of $36.8 million. As of June 30, 2005, the Company had unused credit facilities available of $28.7 million.

The Company used $10.7 million in its investing activities. Approximately $17.8 million was used for capital expenditures, primarily for facilities in Columbus, Ohio, and Pleasanton, California, as well as for machinery and equipment for its facilities in, McKinney, Texas, San Leandro and Vacaville, California, and Vicksburg, Mississippi. This was offset by the redemptions and maturities of available-for-sale securities of $3.5 and $3.4 million, respectively. The Company expects its total capital spending to be approximately $60.0 million for 2005.

15

In May 2005, the Company completed the purchase, for $4.1 million, of the facility that it previously leased from a related party in Columbus, Ohio, and has commenced construction on an expansion facility in Columbus adjacent to that property. The cost of the expansion is expected to total $14.6 million. In August 2005, the Company completed the purchase of the property in Pleasanton, California, for $9.3 million, which it plans to use as its administrative offices and its engineering laboratory. The Company anticipates additional expenditures of $2.5 million to $3.0 million to prepare the facility for use. The Company expects to move in to the new building and vacate its leased property in Dublin, California, in mid-2006. The Company has not finalized its plans at this time, but anticipates a one-time charge to income on moving out in 2006 for the fair value of the remaining lease payments at the Dublin property, which it estimates will total approximately $1.8 million. In July 2005, the Company entered into an agreement to purchase a building in Vacaville, California, from a related party for $5.7 million. The building is 125,000 square feet and is currently being leased by the Company’s subsidiary, Simpson Dura-Vent. Subject to satisfactory completion of the Company’s due diligence and other customary conditions, the transaction is expected to close in January 2008. The transaction was unanimously approved by the independent members of the Company’s Board of Directors. In August 2005, the Company entered into an agreement to sell one of its buildings in San Leandro, California, for $4.0 million. If the sale is consummated, the Company expects to realize a gain on the sale of this facility of approximately $1.9 million. The building is approximately 48,000 square feet and is currently being used by the Company’s subsidiary, Simpson Strong-Tie Company Inc., primarily for its engineering laboratory. Subject to the buyers’ completion of their due diligence and satisfaction of other customary conditions, the transaction is expected to close in late 2005. The Company intends to relocate the engineering laboratory to its recently acquired facility in Pleasanton, California.

The Company vacated and has listed its original McKinney, Texas, facility for sale but cannot estimate when it will be sold or the proceeds of such a sale. The Company has performed an analysis of the valuation of this property and does not believe that the asset is impaired at this time, although, conditions may change in the future.

The Company’s financing activities used net cash of $3.5 million. Cash provided by financing activities were primarily from borrowings on the Company’s credit lines of its European subsidiaries of $0.7 million and the issuance of the Company’s stock through its stock option plan of $0.9 million. Uses of cash for financing activities were primarily from the payments of cash dividends totaling $4.8 million in January and April 2005, which were declared in September 2004 and January 2005, respectively. In July 2005, the Company’s Board of Directors declared a cash dividend of $0.05 per share. The record date for the cash dividend is October 6, 2005, and it will be paid on October 26, 2005.

The Company believes that cash generated by operations and borrowings available under its existing credit agreements will be sufficient for the Company’s working capital needs and planned capital expenditures over the next twelve months. Depending on the Company’s future growth and possible acquisitions, it may become necessary to secure additional sources of financing.

The Company believes that the effect of inflation on the Company has not been material in recent years, as general inflation rates have remained relatively low. The Company’s main raw material, however, is steel and increases in steel prices may adversely affect the Company’s gross margins if it cannot recover the higher costs through price increases.

16

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company’s short-term investments consisted of debt securities of approximately $9.9 million as of June 30, 2005. These securities, like all fixed income instruments, are subject to interest rate risk and will vary in value as market interest rates fluctuate. If market interest rates were to increase immediately and uniformly by 10% from levels as of June 30, 2005, the decline in the fair value of the investments would not have a material effect on the Company’s financial position as of June 30, 2005, or results of operations for the three or six months then ended.

The Company has foreign exchange rate risk in its international operations, primarily Europe and Canada, and through purchases from foreign vendors. The Company does not currently hedge this risk. If the exchange rate were to change by 10% in any one country where the Company has operations, the change in net income would not be material to its operations taken as a whole. The translation adjustment resulted in a reduction in accumulated other comprehensive income of $3.0 million and $5.6 million in the three and six months ended June 30, 2005, respectively, primarily due to the effect of the strengthening of the U.S. dollar in relation to European and Canadian currencies.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures. As of June 30, 2005, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures was performed under the supervision and with the participation of the Company’s management, including the chief executive officer (“CEO”) and the chief financial officer (“CFO”). Based on that evaluation, the CEO and the CFO concluded that the Company’s disclosure controls and procedures were effective as of that date.

Changes in Internal Control over Financial Reporting. During the three months ended June 30, 2005, the Company made no changes to its internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that have materially affected, or are reasonably likely to materially affect, its internal controls over financial reporting.

17

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, the Company is involved in various legal proceedings and other matters arising in the normal course of business. The resolution of claims and litigation, however, is subject to inherent uncertainty and it is possible that such resolution could have a material adverse effect on the Company’s financial condition, cash flows or results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

In December 2004, the Board of Directors authorized the Company to repurchase up to $50.0 million of the Company’s common stock. This replaces the $50.0 million repurchase authorization from December 2003. The authorization will remain in effect through the end of 2005. There were no purchases by the Company during the second quarter of 2005.

Dividends are determined by the Company’s Board of Directors, based on the Company’s earnings, cash flow, financial condition and other factors deemed relevant by the Board of Directors. In addition, existing loan agreements require the Company to maintain tangible net worth of $250.0 million plus 50% of net profit after taxes for each fiscal year. This requirement may limit the amount that the Company may pay out as dividends on the common stock. As of June 30, 2005, the Company had $174.3 million available for the payment of dividends under these loan agreements.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders (“Annual Meeting”) was held on May 3, 2005. The following three nominees were elected as directors by the votes indicated:

	Total Votes	Total Votes
	for Each	Withheld from	Term
Name	Director	Each Director	Expires*
Earl F. Cheit	43,533,942	1,147,798	2008
Thomas J Fitzmyers	43,759,754	921,986	2008
Barry Lawson Williams	43,810,651	871,089	2008

* The term expires on the date of the Annual Meeting in the year indicated.

The terms as directors of Jennifer A. Chatman, Stephen B. Lamson, Peter N. Louras, Jr., Robin G. MacGillivray, and Barclay Simpson continued after the meeting.

18

The following proposals were also adopted at the Annual Meeting by the vote indicated:

				Broker
Proposal	For	Against	Abstain	Non-Vote
To amend the Company’s Certificate of Incorporation to increase the number of shares of Common Stock authorized for issuance from 80,000,000 shares to 160,000,000 shares	42,039,952	2,606,959	34,829	—
To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for 2005	43,599,137	1,044,547	38,056	—

Item 5. Other Information.

None.

Item 6. Exhibits.

3(i).Certificate of Amendment of Certificate of Incorporation

10.1.First Amendment to Purchase and Sale Agreement, dated May 13, 2005, between Las Positas LLC and Simpson Manufacturing Co., Inc.

31.Rule 13a-14(a)/15d-14(a) Certifications.

32.Section 1350 Certifications.

19

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			Simpson Manufacturing Co., Inc.
			(Registrant)
DATE:	August 9, 2005	By	/s/Michael J. Herbert
			Michael J. Herbert
			Chief Financial Officer
			(principal accounting and financial officer)

20

EX-3.(I)

Exhibit 3(i)

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of this 13th day of May, 2005, by and between LAS POSITAS LLC, a Delaware limited liability company (“Seller”), and SIMPSON MANUFACTURING CO., INC., a Delaware corporation (“Buyer”).

RECITALS

A.Buyer and Seller have entered into that certain Purchase and Sale Agreement dated as of March 28, 2005 (the “Purchase Agreement”), concerning that certain real property located in the City of Pleasanton, County of Alameda, State of California, commonly known as 5956 and 5964 W. Las Positas Blvd., Pleasanton, California , and more particularly described in the Purchase Agreement.

B.Buyer and Seller now desire to amend the Purchase Agreement pursuant to the terms, covenants and conditions set forth herein.

AGREEMENT

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Buyer and Seller hereby agree as follows:

1.Defined Terms.  Unless otherwise expressly set forth herein, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.  As used herein and in the Purchase Agreement, the term “Agreement” shall mean the Purchase Agreement as amended hereby.

2.Reduction of Purchase Price.  Section 2(a) of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:

(a)The purchase price (“Purchase Price”) for the Property shall be Nine Million Three Hundred Twenty-One Thousand Two Hundred Eighty-Eight Dollars ($9,321,288.00), subject to adjustment as provided in Section 8 below, and shall be paid as set forth in subparagraphs (b), (c) and (d) below.

3.Waiver of Right to Terminate Agreement Pursuant to Sections 3.3 and 3.4 of Agreement.  Buyer hereby confirms that Buyer has completed and, in light of the reduction in the Purchase Price pursuant to Section 2 hereof, is satisfied with the results of its investigation of the Property (including the state of title of the Property) and Buyer hereby waives its rights to terminate the Agreement pursuant to Section 3.3 or Section 3.4 thereof; provided, however, that Purchaser shall have the right to disapprove any title matter that first arises after the Title Review Period pursuant to the provisions of Section 3.3(a)(ii) of the Purchase Agreement.

4.Ratification; Miscellaneous.  Except as expressly modified hereby, the Purchase Agreement shall remain unmodified and in full force and effect.  This Amendment may be

1

executed via facsimile transmission, with original signatures to follow, and in any number of counterparts, each of which shall be considered an original and all of which, taken together, shall constitute one and the same instrument.

[Signatures appear on next page]

2

IN WITNESS WHEREOF, Buyer and Seller have executed this Amendment effective as of the date set forth above.

BUYER:	SIMPSON MANUFACTURING CO., INC.,
	a Delaware corporation
	By:	/s/ Michael J. Herbert
	Name:			Michael J. Herbert
	Title:		Chief Financial Officer
SELLER:	LAS POSITAS LLC,
	a Delaware limited liability company
	By:	G&I II Las Positas LLC,
		a Delaware limited liability company,
		its managing member
		By:			G&I II Investment Las Positas Corp.,
					a Delaware corporation,
					its managing member
					By:	/s/ Francis X. Tansey
					Name:			Francis X. Tansey
					Title:		President

3

EX-10.1

Exhibit 10.1

CERTIFICATE OF INCORPORATION

OF

SIMPSON MANUFACTURING CO., INC.

ARTICLE I

The name of the corporation (the “Corporation”) is:

SIMPSON MANUFACTURING CO., INC.

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle.  The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

1.             The total number of shares of all classes of stock which the Corporation shall have authority to issue is twenty-five million (25,000,00 0), of which five million (5,000,000) shares shall be Preferred  Stock of the par value of one cent per share ($0.01), and twenty million (20,000,000) shares shall be Common Stock of the par value of one cent per share ($0.01).

2.             The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this Article IV, to provide for the issuance of shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and the qualifi cations, limitations and restrictions thereof.

The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:

(a)  the number of shares constituting that series and the distinctive designation of that series;

(b)& nbsp; the dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;

(c)  whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

(d)  whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

(e)  whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be

redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(f)  whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

(g)  the rights of the shares of th at series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and

(h)  any other relative rights, preferences and limitations of that series.

3.             In furtherance of the foregoing authority and not in limitation of it, the Board of Directors is expressly authorized, in the resolution or resolutions providing for the i ssue of a series of Preferred Stock,

(a)  to subject the shares of such series, without the consent of the holders of such shares, to being converted into or exchanged for shares of another class or classes of stock of the Corporation, or to being redeemed for cash, property or rights, including securities, all on such conditions and on such terms as may be stated in such resolution or resolutions, and

(b)  to make any of the voting powers, designations, preferences, rights and qualifications, limitations o r restrictions of the shares of the series dependent upon facts ascertainable outside this Certificate of Incorporation.

4.             Whenever the Board of Directors shall have adopted a resolution or resolutions to provide for

(a)  the issue of a series of Preferred Stock,

(b)  a change in the number of authorized shares of a series of Preferred Stock, or

(c)  the elimination from this Certificate of Incorporation of all references to a previously authorized series of Preferred Stock by stating that none of the authorized shares of a series of Preferred Stock are outstanding and that none will be issued,

the officers of the Corporation shall cause a certificate, setting forth a copy of such resolution or resolutions and, if applicab le, the number of shares of stock of such series, to be executed, acknowledged, filed and recorded, in order that the certificate may become effective in accordance with the provisions of the General Corporation Law of the State of Delaware, as from time to time amended.  When any such certificate becomes effective, it shall have the effect of amending this Certificate of Incorporation, and wherever such term is used in this Certificate of Incorporation, it shall be deemed to include the effect of the provisions of any such certificate.

5. Any holder of shares of Common Stock, or of shares of any series of Preferred Stock which is entitled to vote with the holders of Common Stock in the election of directors of the Corporation, shall be entitled at all elections of directors to as many votes as shall equal the number of votes which (except for this provision as to cumulative voting) he would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected, and such holder may cast all of such votes for a single candidate or may distribute them among the number to be voted for, or for any two or more of them as he may see fit.  However, no stockholder shall be entitled to cumulate votes (i.e., cast for any candidate a number of votes greater than the number of votes which such stockholder normally is entitled to cast) unless such candidate or candidates’ names have been placed in nomination prior to the meeting in accordance with the Bylaws of the Corporation, and the stockholder has given notice of the stockholder’s intention to cumulate his votes in accordance with the Bylaws of the Corporation.  If any one stockholder has given such notice, all stockholders may cumulate their votes for any candidate duly nominated in accordance with the procedure as set forth in the Bylaws.

ARTICLE V

1.             The authorized number of directors of the Corporation shall be fixed from time to time by resolution of the Board of Directors.

2.             The Board of Directors (other than those directors elected by the holders of any series of Preferred Stock voting separately from the holders of Common Stock in any election of directors, as may be provided for or fixed pursuant to the provisions of Article IV of this Certificate of Incorporation) shall be divided into three classes, designated Class I, Class II, and Class III, as nearly equal in number as possible, and the term of office of directors of one class shall expire at each annual meeting of stockholders, and in all cases as to each director until his successor shall be elected and shall qualify or until his earlier resignation, removal from office, death or incapacity.  Additional directorships resulting from an increase in number of directors shall be apportioned among the classes as equally as possible.  One class of directors shall be initially elected for a term expiring at the annual meeting of stockholders to be held in the year 2000, another class shall be initially elected for a term expiring at the annual meeting of stockholders to be held in the year 2001, and another class shall be initially elected for a term expiring at the annual meeting of stockholders to be held in the year 2002.  At each succeeding annual meeting of stockholders, a number of directors equal to the number of directors of the class whose term expires at the time of such meeting shall be elected to hold office until the third succeeding annual meeting of stockholders after their election.

3.             Except as otherwise provided for or fixed pursuant to the provisions of Article IV of this Certificate of Incorporation relating to the rights of the holders of any series of Preferred Stock to elect additional directors, and subject to the provisions hereof, newly-crea ted directorships resulting from any increase in the authorized number of directors, and any vacancies on the Board resulting from death, resignation, disqualification, removal, or other cause, may be filled only by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board.  Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or in which the vacancy occurred, and until such director’s successor shall have been duly elected and qualified, subject to his earlier death, resignation or removal.  Subject to the provisions of this Certificate of Incorporation, no decrease in the number of directors constituting the Board shall shorten the term of any incumbent director.

ARTICLE VI

The Board of Directors is expressly authorized to make and alter the Bylaws of the Corporation, without any action on the part of the stockholders.

ARTICLE VII

Any action which may be taken by stockholders of the Corporation at an annual or special meeting and which requires the approval of at least a majority of

(a)  the voting power of the securities of the Corporation present at such meeting and entitled to vote on such action, or

(b)  the shares of the Common Stock of the Corporation present at such meeting, may not be effected except at such an annual or special meeting by the vote require d for the taking of such action.  The power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied.

ARTICLE VIII

A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended.  Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modifica tion or repeal.

ARTICLE IX

The Corporation is authorized to indemnify the directors and officers of the Corporation to the fullest extent permissible under Delaware Law. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director or officer of the Corporation hereunder in respect of any act of omission occurring prior to the time of such amendment, modification or repeal.

ARTICLE X

The name and mailing address of the incorporator is:

Stephen B. Lamson

Simpson Manufacturing Co., Inc.

4637 Chabot Drive, Suite 200

Pleasanton, CA 94588

IN WITNESS WHEREOF the incorporator has signed this certificate as of this 23rd day of February, 1999.

By	/s/ Stephen B. Lamson
Name:	Stephen B. Lamson

CERTIFICATE OF MERGER

OF

SIMPSON MANUFACTURING CO., INC.,

A CALIFORNIA CORPORATION,

WITH AND INTO

SIMPSON MANUFACTURING CO., INC.,

A DELAWARE CORPORATION

Pursuant to section 252 of the General Corporation Law of the State of Delaware, Simpson Manufacturing Co., Inc., a Delaware corporation (“Simpson Delaware”), hereby certifies as follows with respect to the merger of Simpson Manufacturing Co., Inc., a California corporation (“Simpson California”), with and into Simpson Delaware:

First: The name and state of incorporation of each of the constituent corporations is as follows:

Name	State of Incorporation
Simpson Manufacturing Co., Inc.	California
Simpson Manufacturing Co., Inc.	Delaware

Second: An Agreement and Plan of Merger (“the Merger Agreement”), by and between Simpson California and Simpson Delaware, dated as of May 3, 1999, has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of subsection (c) of section 252 of the General Corporation Law of the State of Delaware.

Third: The name of the surviving corporation is Simpson Manufacturing Co., Inc. (the “Surviving Corporation”).

Fourth: The Certificate of Incorporation of Simpson Delaware shall be the Certificate of Incorporation of the surviving Corporation.

Fifth: The executed Merger Agreement is on file at the principal place of business of the Surviving Corporation, 4637 Chabot Drive, Suite 200, Pleasanton, California, and a copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and at no cost, to any stockholder of either constituent corporation.

Sixth: Simpson California has authority to issue twenty-five million (25,000,000) shares, including twenty million (20,000,000) shares of common stock, no par value, and five million (5,000,000) shares of preferred stock, no par value.

In witness whereof, the Surviving Corporation has caused this certificate to be executed by the undersigned officer thereunto duly authorized this 20^th day of May, 1999

SIMPSON MANUFACTURING CO., INC.
	/S/ Stephen B. Lamson
	Stephen B. Lamson
	Chief Financial Officer
	Secretary and Treasurer

CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS

OF SERIES A PARTICIPATING PREFERRED STOCK

OF

SIMPSON MANUFACTURING CO., INC.

Pursuant to Section 151 of the Gene ral Corporation Law
of the State of Delaware

I, Stephen B. Lamson, Chief Financial Officer, Secretary and Treasurer of Simpson Manufacturing Co., Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, DO HEREBY CERTIFY:

1.  That no shares of the Series A Participating Preferred Stock of the Corporation have been issued.

2.  That, pursuant to the authority conferred on the Board of Directors by the Certificate of Incorporation of the Corporation, the Board of Directors on July 29, 1999 adopted the following resolutions

which set forth the terms of a series of preferred stock designated as Series A Participating Preferred Stock:

RESOLVED, that pursuant to the authority vested in the Board of Directors of t he Corporation by Article IV of the Certificate of Incorporation, a series of preferred stock is hereby designated as “Series A Participating Preferred Stock” of the Corporation and that the designation and amount thereof and the relative powers, rights, preferences and limitations of the shares of such series are as follows:

(a) Designation and Amount.  The shares of the series of Preferred Stock shall be designated as “Series A Participating Preferred Stock,” par value $.01 per share, and the number of shares constituting such series shall be one million (1,000,000).  Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Se ries A Participating Preferred Stock to a number less than that of the shares then outstanding plus the number of shares issuable upon exercise of outstanding rights, options or warrants or upon conversion of outstanding securities issued by the Corporation.

(b) Dividends and Distributions.

(i) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Participating Preferred Stock with respect to div idends or distributions (except as provided in paragraph (f) below), the holders of shares of Series A Participating Preferred Stock, in preference to the holders of shares of Common Stock, par value $.01 per share (the “Common Stock”), of the Corporation and any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, in an amount per share (rounded to the nearest cent) equal to the greater of (x) $25.00 or (y) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (except as provided in paragraph (f) below) other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, since the first issuan ce of any share or fraction of a share of Series A Participating Preferred Stock.  In the event the Corporation shall at any time after the first issuance of any share or fraction of a share of Series A Participating Preferred Stock (A) declare any dividend on Common Stock payable in shares of Common Stock, (B) subdivide the outstanding Common Stock, or (C) combine the outstanding Common Stock into a smaller number of shares, by reclassification or otherwise, then in each such case the amount to which holders of shares of Series A Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such

event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(ii) Other than with respect to a dividend on the Common Stock payable in shares of Common Stock, the Corporation shall declare a dividend or distribution on the Series A Participating Preferred Stock as provided in subparagraph (i) above at the same time as it declares a dividend or distribution on the Common Stock.  The date or dates set for the payment of such dividend or distribution on the Series A Participating Preferred Stock and the record date o r dates for the determination of entitlement to such dividend or distribution shall be the same date or dates as are set for the dividend or distribution on the Common Stock. On any such payment date, no dividend or distribution shall be paid on the Common Stock until the appropriate payment has been made on the Series A Participating Preferred Stock.

(c) Voting Rights.  The holders of shares of Series A Participating Preferred Stock shall have the following voting rights:

(i) Subject to the provis ion for adjustment hereinafter set forth, each share of Series A Participating Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Corporation.  In the event the Corporation shall at any time after the first issuance of any share or fraction of a share of Series A Participating Preferred Stock (A) declare any dividend on Common Stock payable in shares of Common Stock, (B) subdivide the outstanding Common Stock into a greater number of shares, or (C) combine the outstanding Common Stock into a smaller number of shares, by reclassification or otherwise, then in each such case the number of votes per share to which holders of shares of Series A Participating Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of wh ich is the number of shares of Common Stock outstanding immediately prior to such event.

(ii) Except as otherwise provided herein or by law, the holders of shares of Series A Participating Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

(iii) (A) If at any time dividends on any Series A Participating Preferred Stock shall be in arrears in an amount equal to six (6) quar terly dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a “default period”) which shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Series A Participating Preferred Stock then outstanding shall have been declared and paid or set apart for payment.  During each default period, all holders of Preferred Stock (including holders of the Series A Participating Preferred Stock) with dividends in arrears in an amount equal to six (6) quarterly dividends thereon, voting as a class, irrespective of series, shall have the right to elect two (2) Directors.

(B)  During any default period, such voting right of the holders of Series A Participating Preferred Stock may be exercised initially at a special meeting called pursuant to subparagraph (C) of this Section 7(c)(iii) or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders, provided that neither such voting right nor the right of the holders of any other series of Preferred Stock, if any, to increase, in certain cases, the authorized number of Directors shall be exercised unless the holders of ten percent (10%) in number of shares of Preferred Stock outstanding shall be present in person or by proxy.  The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Preferred Stock of such voting right.  At any meeting at which the holders of Preferred Stock shall exercise such voting right initially during an existing default period, they shall have the right, voting as a class, to

elect Directors to fill such vacancies, if any, in the Board of Directors as may then exist up to two (2) Directors, or if such right is exercised at an annual meeting, to elect two (2) Directors.  If the number which may be so elected at any special meeting does not amount to the required number, the holders of the Preferred Stock shall have the right to make such increase in the number of Directors as shall be necessary to permit the election by them of the required number.  After the holders of the Preferred Stock shall have exercised their right to elect Directors in any default period and during the continuance of such period, the number of Directors shall not be increased or decreased except by vote of the holders of Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series A Participating Preferred Stock.

(C) Unless the holders of Preferred Stock shall, during an existing default period, have previously exercised their right to elect Directors, the Board of Directors may order,  or any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding, irrespective of series, may request, the calling of a special meeting of the holders of Preferred Stock, which meeting shall thereupon be called by the Chairman of the Board or the Secretary of the Corporation.  Notice of such meeting and of any annual meeting at which holders of Preferred Stock are entitled to vote pursuant to this subparagraph (c)(iii)(C)  ;shall be given to each holder of record of Preferred Stock by mailing a copy of such notice to him at his last address as the same appears on the books of the Corporation.  Such meeting shall be called for a time not earlier than 10 days and not later than 60 days after such order or request or in default of the calling of such meeting within 60 days after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Preferred Stock outstanding.  Notwithstanding the provisions of this subparagraph (c)(iii)(C), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of the stockholders.

(D) In any default period, the holders of Common Stock, and other classes of stock of the Corporation, if applicable, shall continue to be entitled to elect the whole number of Directors until the holders of Preferred Stock shall have exercised their right to elect two (2) Directors voting as a class, after the exercise of which right (x) the Directors so elected by the holders of Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may (except as provided in subparagraph (c)(iii)(B) of this Section 7) be filled by vote of a majority of the remaining Directors theretofore elected by the holders of the class of stock which elected the Director whose office shall have become vacant.  References in this paragraph (iii) to Directors elected by the holders of a particular class of stock shall inc lude Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence.

(E) Immediately upon the expiration of a default period (x) the right of the holders of Preferred Stock as a class to elect Directors shall cease, (y) the term of any Directors elected by the holders of Preferred Stock as a class shall terminate, and (z) the number of Directors shall be such number as may be provided for in, or pursuant to, the Certificate of Incorporation or Bylaws irrespective of any increase made pursuant to the provisions of subparagraph (c)(iii)(B) of this Section 7 (such number being subject, however, to change thereafter in any manner provided by law or in the Certificate of Incorporation or Bylaws).  Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors, even though less than a quorum.

(iv) Except as set forth herein, holders of Series A  Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote on matters submitted to the stockholders of the Corporation as set forth herein) for taking any corporate action.

(d) Certain Restrictions.

(i) When ever quarterly dividends or other dividends or distributions payable on the Series A Participating Preferred Stock as provided in Subsection (b) are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not

(A) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Participating Preferred Stock;

(B) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Participating Preferred Stock except dividends paid ratably on the Series A Participating Preferred Stock and all such parity stock on which  dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(C) redeem or purchase or otherwise acquire for  consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Participating Preferred Stock provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Participating Preferred Stock; or

(D) purchase or otherwise acquire for consideration any shares of Series A Participating Preferred Stock or any shares of stock ranking on a parity with the Series A Participating Preferred Stock except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Dire ctors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(ii) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under subparagraph (i) of this Subsection (d), purchase or otherwise acquire such shares at such time and in such manner.

(e) Reacquired Shares.  Any shares of Series A Participating Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof.  All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors,  subject to the conditions and restrictions on issuance set forth herein.

(f) Liquidation, Dissolution or Winding Up.

(i) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Participating Preferred Stock unless,  prior thereto, the holders of shares of Series A Participating Preferred Stock shall have received per share, the greater of $1,000.00 or 1,000 times the payment made per share of Common Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series A Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (A) the Series A Liquidation Preference by (B) 1,000 (as appropriately adjusted as set forth in subparagraph (iii) below to reflect such events as stock splits, stock dividends and recapitalization with respect to the Common Stock) (such number in clause (B), the “Adjustment Number”).  Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Participating Preferred Stock and Com mon Stock, respectively, holders of Series A Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively.

(ii) In the event there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, which rank on a parity with the Series A Participating Preferred Stock then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liq uidation preferences.  In the event there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.

(iii) In the event the Corporation shall at any time after the first issuance of any share or fraction of a share of Series A Participating Preferred Stock (A) declare any dividend on Common Stock payable in shares of Common Stock, (B) subdivide the outstanding Common Stock, or (C) combine the outstanding Common Stock into a smaller number of shares, by reclassification or otherwise, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustm ent Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(g) Consolidation, Merger, etc.  In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the ag gregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged.  In the event the Corporation shall at any time after the first issuance of any share or fraction of a share of Series A Participating Preferred Stock (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii)  subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of

which is the number of shares of Common Stock that are outstanding immediately prior to such event.

(h) Redemption.  The shares of Series A Participating Preferred Stock shall not be redeemable.

(i) Ranking.  The Series A Participating Preferred Stock shall rank junior to all other series of the Corporation’s Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise.

(j) Amendment.  The Certificate of Incorporation and the Bylaws of the Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority of the outstanding shares of Series A Participating Preferred Stock voting separately as a class.

(k) Fractional Shares.  Series A Participating Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Participating Preferred Stock.

And be it further

RESOLVED, that any Officer of the Corporation be, and each of them hereby is, authorized to execute a Certificate of Designat ion with respect to the Series A Participating Preferred Stock pursuant to section 151 of the General Corporation Law of the State of Delaware and to take all appropriate action to cause such Certificate to become effective, including, but not limited to, the filing of such Certificate with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, I have executed and subscribed this Certificate and do affirm the foregoing as true under the penalties of perjury this 30th day of July, 1999.

/S/ Stephen B. Lamson

Stephen B. Lamson

Chief Financial Officer

Secretary and Treasurer

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

SIMPSON MANUFACTURING CO., INC.

The undersigned hereby certifies that:

1.             The name of the corporation (hereinafter called the “Corporation”) is Simpson Manufacturing Co., Inc.

2.             The Certificate of Incorporation of the Corporation is hereby amended by deleting paragraph 1 of Article IV thereof and substituting thereof the following new paragraph 1 of Article IV:

1.             The total number of shares of all classes of stock that the Corporation shall have authority to issue is forty-five million (45,000,000), of which five million (5,000,000) shares shall be Preferred Stock of the par value of one cent ($0.01) per share and forty million (40,000,000) shares shall be Common Stock of the par value of one cent ($0.01) per share. On the amendment of this paragraph to read herein set forth, each outstanding share of Common Stock is split-up and converted into two shares of Common Stock.

3.             The foregoing amendment of the Certificate of Incorporation of the Corporation has been duly adopted in accordance with section 242 of the General Corporation Law of the State of Delaware.

4.             The effective time of the foregoing amendment shall be 5 p.m. eastern daylight time on August 8, 2002.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate as of this July 29, 2002.

/S/ Michael J. Herbert

Michael J. Herbert

Chief Financial Officer and Secretary

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

SIMPSON MANUFACTURING CO., INC.

The undersigned hereby certifies that:

1.             The name of the corporation (hereinafter called the “Corporation”) is Simpson Manufacturing Co., Inc.

2.             The Certificate of Incorporation of the Corporation is hereby amended by amending paragraph 1 of Article IV thereof to read in its entirety as follows:

1.             The total number of shares of all classes of stock that the Corporation shall have authority to issue is eighty-five million (85,000,000), of which five million (5,000,000) shares shall be Preferred Stock of the par value of one cent ($0.01) per share and eighty million (80,000,000) shares shall be Common Stock of the par value of one cent ($0.01) per share.

3.             The foregoing amendment of the Certificate of Incorporation of the Corporation has been duly adopted in accordance with section 242 of the General Corporation Law of the State of Delaware.

4.             The foregoing amendment shall be effective on April 19, 2004.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate as of this April 7, 2004.

/S/ Michael J. Herbert

Michael J. Herbert

Chief Financial Officer and Secretary

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

SIMPSON MANUFACTURING CO., INC.

The undersigned hereby certifies that:

1.             The name of the corporation (hereinafter called the “Corporation”) is Simpson Manufacturing Co., Inc.

2.             The Certificate of Incorporation of the Corporation is hereby amended by amending paragraph 1 of Article IV thereof to read in its entirety as follows:

1.             The total number of shares of all classes of stock that the Corporation shall have authority to issue is one hundred sixty-five million (165,000,000), of which five million (5,000,000) shares shall be Preferred Stock of the par value of one cent ($0.01) per share and one hundred sixty million (160,000,000) shares shall be Common Stock of the par value of one cent ($0.01) per share.

3.             The foregoing amendment of the Certificate of Incorporation of the Corporation has been duly adopted in accordance with section 242 of the General Corporation Law of the State of Delaware.

4.             The foregoing amendment shall be effective on May 16, 2005.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate on this May 3, 2005.

/S/ Michael J. Herbert

Michael J. Herbert

Chief Financial Officer and Secretary

EX-31

Exhibit 31

Simpson Manufacturing Co., Inc. and Subsidiaries

Rule 13a-14(a)/15d-14(a) Certifications

I, Thomas J Fitzmyers, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Simpson Manufacturing Co., Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statem ents, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)&nb sp;and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)& #160;      Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

DATE:	August 9, 2005	By	/s/Thomas J Fitzmyers
				Thomas J Fitzmyers
			Chief Executive Officer

Simpson Manufacturing Co., Inc. and Subsidiaries

Rule 13a-14(a)/15d-14(a) Certifications

I, Michael J. Herbert, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Simpson Manufacturing Co., Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statem ents, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)&nb sp;and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)&# 160;         Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

DATE:	August 9, 2005	By	/s/Michael J. Herbert
				Michael J. Herbert
			Chief Financial Officer

EX-32

Exhibit 32

Simpson Manufacturing Co., Inc. and Subsidiaries

Section 1350 Certifications

The undersigned, Thomas J Fitzmyers and Michael J. Herbert, being the duly elected and acting Chief Executive Officer and Chief Financial Officer, respectively, of Simpson Manufacturing Co., Inc., a Delaware corporation (the “Company”), hereby certify that the quarterly report of the Company on Form 10-Q for the quarterly period ended June 30, 2005, fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934, as amended, and that information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:	August 9, 2005	/s/Thomas J Fitzmyers
		Thomas J Fitzmyers
		/s/Michael J. Herbert
		Michael J. Herbert

A signed original of this written statement required by Section 906 has been provided to Simpson Manufacturing Co., Inc. and will be retained by Simpson Manufacturing Co., Inc. and furnished to the Securities and Exchange Commission or its staff upon request.