

                               EXHIBIT 10.1
                           ---------------------

UNION BANK
INTERNATIONAL SERVICES
FOREIGN TRADE DEPARTMENT
[ ] P.O. Box 3100, Los Angeles, CA 90051
[ ] P.O. Box 45510, San Francisco, CA 94145
LETTER OF CREDIT NUMBER:              ____________________
EXPIRATION DATE:  April 2, 1997

APPLICATION FOR IRREVOCABLE STANDBY LETTER OF CREDIT
Date:  March 21, 1996

LETTER OF CREDIT TO BE    [ ] AIR MAIL [ ] SHORT  [ ] FULL DETAIL
TRANSMITTED AS INDICATED  [ ] COURIER      TELEX      TELEX
[ ] TRANSFERABLE  [ ] REVOLVING

BANK USE ONLY       APPLICANT NUMBER: ____________________
                    COUNTRY CODE:     ____________________
                    AT:  1-COUNTRY OF BENEFICIARY
                         2-OUR COUNTRY

APPLICANT:    Simpson Manufacturing Co., Inc. and
              Simpson Strong-Tie International, Inc.
              4637 Chabot Drive, Suite 200
              Pleasanton, CA 94588-0789

BENEFICIARY:  Barclays Bank PLC
              Colmore Row Business Centre
              P.O. Box 34
              Colmore Row, Birmingham  U.K.

BANK USE ONLY       ADVISING BANK NUMBER: ______________________
                    AMOUNT CODE:          ______________________
                    AMOUNT:               200,000 pound sterling

BANK USE ONLY

CREDIT AVAILABLE WITH [1-ADVISING BANK; 2-FREELY NEGOTIABLE;
2-OURSELVES] BY [1-PAYMENT; 2-ACCEPTANCE; 3-NEGOTIATION]

DRAFT(S) DRAWN ON [1-APPLICANT; 2-OURSELVES; 3-ADVISING
BANK; 4-REIMBURSING BANK]

PARTIAL DRAWING  1[ ]PROHIBITED  2[X]PERMITTED  3[ ]SEE BELOW 4[ ]N/A
CREDIT AVAILABLE BY YOU DRAFT(S) AT SIGHT ACCOMPANIED BY THE FOLLOWING

Amendment to LC# 715LCS703657
Change expiration date to April 2, 1997 from April 2, 1996.

This application is subject to the Arbitration Agreement attached 
hereto and incorporated by reference herein.
/s/TF
/s/SL

We agree to pay you in advance a commission of 1.25% per annum, plus 
$100.00 opening, and 1/8%(minimum $50.00) for any payment under this 
credit. We also agree to pay you in advance an amendment fee of STD % 
per annum, plus $50.00, for an extension of validity and/or any increase 
in the amount of the credit in any event. We agree to pay you all 
charges or expenses including attorney's fees paid or incurred by you in 
connection therewith and interest where chargeable as provided herein. 
We authorize you to charge our account for all charges and expenses, 
including commissions and fees.

Furthermore, the application shall include revisions of the terminology 
set forth above as you (the Bank) deem necessary.

NOTE:  the opening of this credit is subject to the terms and conditions 
as set forth in the Standby Letter of Credit Agreement appearing on the 
reverse hereof to which we agree and, if our continuing agreement is 
lodged with you, subject to the terms and provisions set forth therein.

NAME OF FIRM:       Simpson Manufacturing Co., Inc. and 
                    Simpson Strong-Tie International, Inc.

TELEPHONE NUMBER:  (510)460-9912

ACCOUNT NUMBER:    Invoice Client

AUTHORIZED SIGNATURES:  /s/THOMAS J FITZMYERS
                        Thomas J. Fitzmyers, President

AUTHORIZED SIGNATURES:  /s/STEVE LAMSON
                        Steve Lamson, CFO

BANK USE ONLY

LETTER OF CREDIT RISK GRADE:     ____________________________
PURPOSE CODE:                    ____________________________
FUNDING PROBABILITY:             ____________________________
SIC CODE:                        ____________________________
TYPE CODE:                       ____________________________
COLLATERAL CODE:                 ____________________________
COLLATERAL AMOUNT:               ____________________________
NET AMOUNT U.B. DEPOSIT-SECURED: ____________________________
TOTAL U.B. LIABILITY:            ____________________________
ACCOUNT OFFICER APPROVAL:        ____________________________
SENIOR ACCOUNT EXECUTIVE/RVP:    ____________________________
LOAN ADMINISTRATOR:              ____________________________
OFFICE NUMBER:                   ____________________________

VERBAL APPROVAL

NAME: ____________________
DATE: ____________________
NAME: ____________________
DATE: ____________________



                  STANDBY LETTER OF CREDIT AGREEMENT

The undersigned ("Customer") will apply and instruct Union Bank ("Bank") 
to issue Standby Letters of Credit ("Credit") to designated 
beneficiaries for the account of Customer. This Standby Letter of 
Credit Agreement ("Agreement") sets forth the rights and obligations of 
Customer and Bank.
     1.  TERMS. As used in the Agreement, terms shall be defined as 
follows:
     "Advance" means disbursement of funds to a beneficiary of any 
Credit upon presentation of documents and if not immediately repaid by 
Customer such advance shall constitute a loan of money by Bank to 
Customer.
     "Application" means the application on the reverse side hereof as 
well as any written, telephonic, or oral request or instruction by 
Customer to Bank concerning the issuance or modifications of letters of 
credit issued pursuant to this Agreement.
     "Beneficiary" means any person entitled under the terms of any 
Letter of Credit issued pursuant to this Agreement to draw or demand 
payment.
     "Customer" means the undersigned party, parties or entity executing 
this Agreement. If more than one party executes this Agreement, they 
shall be jointly and severally liable for all charges hereunder and each 
Customer(s) shall have the right and authority to (1) clear and resolve 
any questions of non-compliance of document s; (2) give any instructions 
as to acceptance or rejection of any documents or goods; (3) execute any 
and all indemnities and delivery order (s); (4) grant any extensions of 
the maturity of, time of payment for, or time of presentation of , any 
drafts, acceptances or documents; and (5) agree to any amendments, 
renewals, extensions, modifications, changes or cancellations of any of 
the terms or conditions of any of the terms of this letter of credit 
application, the letter (s) of credit issued hereunder and drafts or 
acceptances created in connection herewith. Each Customer(s) hereby 
authorizes Bank to comply with and honor the advice, given verbally or 
in writing, of Customer (s)' agents or representatives as to any actions 
to be taken by Bank regarding this Application or the letter(s) of 
credit and/or other documents issued or created in connection herewith.
     "Credit" means any letter of credit issued by Bank substantially in 
accordance with the Application therefor, and includes any amendments of 
such letter made by Bank with Customer's written or oral consent.
     "Draft" means any bill of exchange, draft, acceptance or other 
written order or demand for the payment of money, whether negotiable or 
not, and includes a receipt or other document(s) against presentation, 
of which payment is required to be made under the Credit, even if 
unaccompanied by a bill of exchange.
     "Uniform Customs and Practice" means the Uniform Customs and 
practice for Documentary Credit (1983 Revision), International Chamber 
of Commerce Publication No. 400, and any subsequent revisions thereof 
approved by a Congress of the International Chamber of Commerce and 
adhered to by Bank.
     2.  OBLIGATION OWED BANK. The undersigned promises to pay Union 
Bank the principal amount of each advance together with interest due 
thereon at the rate of five (5) percent per annum in excess of Union 
Bank's Reference Rate of interest , which is that rate of interest as 
announced by Bank at its Corporate Headquarters as its Reference Rate 
and which shall vary concurrently with any change in such rate. Each 
such advance shall be due and payable immediately the making of the 
advance, except that if the following blank has been completed and 
initialed by Bank and Customer, then each such advance shall mature 30 
(Bank Officer: /s/MD ; Customer: /s/SL) days following the date of such 
advance, and, if requested by Bank, the undersigned shall execute a 
promissory note to further evidence such obligation. During the term of 
any Credit issued hereunder but prior to any actual drawing by any 
Beneficiary, such Credit is the contingent liability of Customer in the 
entire maximum principal amount of such Credit together with interest 
and costs due thereon, until such Credit expires in conformity with its 
terms.
     So long as any undisbursed portion remains available to 
Beneficiary, the undersigned promises to pay a commitment fee of N/A 
percent of the undisbursed portion payable N/A
(quarterly/semiannually/annually) in advance, with no refund owed in the 
event the commitment expires, is reduced, or is modified during such 
period.
     3.  IRREVOCABLE COMMITMENT. Customer understands that any Credit 
issued pursuant to this Agreement is the direct obligation of Bank 
established by Customer in favor of Customer's designated Beneficiaries 
of any Credit. Once established, such Credit is irrevocable and is not 
subject to recall, stop payment, and any claim or demand by Customer to 
stop payment thereunder is void and of no effect.
     4.  LIMITED BANK INVOLVEMENT. The Beneficiaries are deemed 
Customer's agents or suppliers and Customer assumes all risks of their 
acts or omissions. Bank has made no representations regarding the 
underlying transactions between Customer and Beneficiaries and except 
for the issuance of the Credit is not otherwise connected with the 
transactions to which the Credit pertains. Drawings made hereunder are 
initiated by the presentation to Bank of certain documents designated in 
this Agreement and Bank is under no duty to investigate any fact 
relating to the transactions to which such documents pertain. Neither 
Bank nor its correspondents shall be responsible for the validity, 
sufficiently or genuiness of documents, even if such documents should in 
fact prove to be invalid, insufficient, fraudulent or forged. Bank and 
its correspondents are not responsible for the solvency of any party 
issuing any documents in connection with this Agreement or any Credit.
     5.  SECURITY INTEREST AND DEFAULT. Customer agrees at any time and 
from time to time, on demand, to deliver, convey, transfer, or assign to 
Bank as security for any and all of Customer's obligations hereunder, as 
well as any other obligation which may now or hereafter be owed by 
Customer to Bank, security of a value and character satisfactory to 
Bank. Customer agrees that any property belonging to Customer which 
comes into Bank's possession whether expressly as security or for 
safekeeping or otherwise, including any items received for collection or 
transmission and the proceeds thereof, whether or not such property is 
in whole or in part released to Customer on trust or bailee receipt is 
security for each and all such Customer obligations owed Bank and 
Customer hereby grants to Bank a security interest in all such property 
for purposes of securing all such obligations.
     Customer agrees that upon his failure to keep a margin with Bank at 
all times satisfactory to Bank, or upon the making by Customer of any 
assignment for the benefit of creditors, or upon the filing of any 
voluntary or involuntary petition in bankruptcy by or against Customer, 
or upon the application for the appointment of a receiver of any of 
Customer's property, or upon any act of bankruptcy or state of 
insolvency of Customer, or if Bank in good faith deems itself insecure 
at any time, or upon death of Customer, all of such obligations and 
liabilities shall become and be immediately due and payable without 
demand or notice, not withstanding any Credit or time allowed to him or 
Customer or any instrument evidencing any such obligation or otherwise; 
and Customer; and Customer, as to property in which he may have any 
interest, expressly authorizes Bank in any such event, or upon 
Customer's failure to pay any of such obligations or liabilities when 
they shall become or be made due, to sell all such property arrived at 
in accordance with the California Commercial Code and to apply the net 
proceeds of such sale to the payment of all Customer's obligations to 
Bank, however arising.
     Bank's rights specified in this Agreement are in addition to any 
created by statute or rule of law. Bank is expressly given the right to 
execute and file and record endorsements, assignments, financing 
statements, and other instruments in the name of Customer with respect 
to documents, property and interests relative to the Credit or any 
property of Customer in which Bank has a security interest which may at 
any time come into the possession of Bank under the Credit or by virtue 
of this Agreement.
     Customer agrees to pay all expenses, filing fees, and charges for 
legal services incurred in connection with the perfection or enforcement 
of Bank's rights and security interests hereunder as well as any expense 
incurred regarding any collateral.
     6.  UNIFORM CUSTOMS AND PRACTICES. Unless provided to the contrary 
by this Agreement, Bank and any of its correspondents may accept 
documents or any changes which comply with the provisions, definitions, 
interpretations and practices in effect at the time of execution hereof 
and contained in the "Uniform Customs and Practices for Documentary 
Credits Fixed by the Congress of the International Chamber of Commerce," 
as revised and amended from time to time.
     7.  NO WAIVER. Failure or delay on the part of Bank to exercise or 
enforce any of its rights hereunder, or to require strict compliance 
with the terms hereof in one or more instances shall not constitute a 
waiver of such rights. None of such rights are waived unless in writing 
signed by Bank and, unless expressly stated, no such waiver shall be 
effective as to any transaction which occurs after the date of such 
waiver nor any as to the continuance of any breach after such date.
     8.  INDEMNIFICATION FOR COSTS. Customer does indemnify and save 
Bank harmless against all loss or damages in connection with this 
Agreement and each Credit and all related costs, charges and expenses 
and all actions or suits, including but not limited to any action by 
Customer or others to enjoin any payment under the Credit by Bank, 
whether groundless or otherwise, including court costs and reasonable 
charges for attorney's fees. In the event any action is brought by 
Customer or by others to enjoin any payment under the Credit, Customer 
shall promptly deposit with Bank a sum equal to the amount of the 
subject payment and Customer hereby grants to Bank a first security 
interest in said deposit account.
     From time to time Customer may give verbal applications, requests 
or instructions over the telephone or in person to Bank in connection 
with the issuance, amendment, renewal, termination or payment of a 
Standby Letter of Credit. Bank shall be entitled to rely on the 
authority of Customer making the verbal communication whether so 
authorized or not.
     Customer agrees to confirm such verbal applications, requests or 
instructions in writing within 24 hours, but whether or not confirmed in 
writing, customer's "Indemnify and Hold Harmless" to Bank shall remain 
effective. Customer agrees to reimburse Bank for any losses and charges 
made against it in connection with this Agreement and caused by the 
reevaluation or fluctuations in the exchange rate of any currency 
whether United States or any other.
     If any change in any law or regulation or in the interpretation 
thereof by any court or administrative or government authority charged 
with the administration thereof shall either (I) impose, modify or deem 
applicable any reserve, special deposit or similar requirement against 
letters of credit issued by, or assets held by, or deposits in or for 
the account of Bank, or (ii) impose on Bank any other condition 
regarding this Agreement or the Credit, and the result of any event 
referred to in the preceding clause (I) or (ii) shall be to increase the 
cost to Bank of issuing or maintaining the Credit (which increase in 
cost shall be determined by Bank's reasonable allocation of the 
aggregate of such cost increases resulting from such events), then, upon 
demand by Bank, Customer shall immediately pay to Bank, from time to 
time as specified by Bank, additional amounts which shall be sufficient 
to compensate Bank for such increased cost, together with interest on 
each such amount from the date demanded until payment in full thereof at 
the rate provided in Section 2 above. A certificate as to such 
increased cost incurred by Bank as a result of any event set forth above 
shall by submitted by Bank to Customer, which shall reasonably reflect 
the costs incurred by Bank and shall be verifiable. Absent manifest 
error, Customer agrees to pay the amount so certified, pending 
verification made at the expense of Customer.
     9.  ATTORNEY'S FEES. In the event suit is brought by either Bank 
or Customer to enforce its rights hereunder, the prevailing party shall 
be entitled to receive its attorney's fees and cost incurred in 
connection with such litigation.
     10.  SUCCESSOR ENTITIES. If Customer is a partnership, this 
Agreement shall continue in force, notwithstanding any change in the 
membership or the incorporation of the firm, but shall be binding in 
favor of Bank upon the persons or the corporation carrying on business 
in succession to the original Customer entity as well as the 
undersigned.
     11.  NOTICES. Notices to Customer by Bank shall be in writing, 
delivered to Customer in hand or sent to the last known address of 
Customer by mail, telegraph, telex or other public means of 
communication; and shall be considered to have been made or given at the 
time of such delivery or leaving or of such mailing or otherwise sending 
by public means of communication.
     This Agreement is without limitation as to duration or amount and 
Bank may continue to act hereunder until such time as it shall receive 
written notice of its withdrawal, which notice will not in any way 
effect any Credit theretofore issued or any obligations theretofore 
incurred to Bank hereunder.
     12.  NONASSIGNABLE. The obligations of this Agreement shall bind 
the heirs, executors, administrators, successors and assigns of Customer 
and all rights of Bank are extended to its successors and assigns. No 
assignment of Customer's rights under this Agreement is possible without 
the prior written consent of Bank.
     13.  GOVERNING LAW. This Agreement shall be governed by, and 
construed in accordance with, the laws of the State of California, 
United States of America.

Simpson Manufacturing Co., Inc. and 
Simpson Strong-Tie International, Inc.
AUTHORIZED CUSTOMER SIGNATURE  /s/THOMAS J FITZMYERS, President 

Simpson Manufacturing Co., Inc. and 
Simpson Strong-Tie International, Inc.
AUTHORIZED CUSTOMER SIGNATURE  /s/STEVE LAMSON, CFO


                        ARBITRATION AGREEMENT
         (Commercial Transaction Not Secured By Real Property)
                             ADDENDUM A

(a)  Claims or Controversion Subject to Arbitration. Any claim or 
controversy between or among the parties to this agreement 
(collectively,) the "Parties" and Individually, a "Party") which arises 
out of or relates to (I) that certain Application for Irrevocable, 
[/s/TF, /s/SL] dated March 21, 1996, executed by Simpson Manufacturing 
Co., Inc. *Standby Letter of Credit and Standby Letter Agreement in 
favor of Union Bank (Bank"), any extensions, renewals, amendments, 
substitutions or replacements thereof, and any related guaranty, 
subordination agreement, security agreement or any other related 
agreement or instrument (collectively, the "Subject Documents"), (ii) 
any negotiations, correspondence or communications relating to any of 
the Subject Documents, whether or not incorporated into the Subject 
Documents or any indebtedness evidenced thereby, (iii) the 
administration or management of the Subject Documents or any 
indebtedness evidenced thereby or (iv) any alleged agreements, promises, 
representations or transactions in connection therewith, including but 
not limited to any claim or controversy which arises out of or is based 
upon an alleged tort, shall at the written request of any Party, be 
determined by binding arbitration. The arbitration shall be conducted 
in accordance with Title 9 of the California Code of Civil Procedure 
Sections 1280 at seq. (the "California Arbitration Act") and under the 
Commercial Rules of the American Association (the "AAA"). In connection 
with such arbitration, the Parties hereby expressly, intentionally and 
deliberately waive any right they may otherwise have to trial by jury of 
such claim or controversy.
(b)  Selection of Arbitrator. Within thirty (30) days after written 
demand, or within thirty (30) days after commencement by any Party of 
any lawsuit subject to this agreement, a single neutral arbitrator will 
be selected pursuant to the Commercial Rules of the AAA. However, the 
arbitrator selected must be a retired state or federal court judge with 
at least five years of judicial experience in civil matters. In the 
event that the selection pursuant to the Commercial Rules of the AAA 
does not result in the appointment of a single neutral arbitrator within 
thirty (30) days, any such Party may petition the court to appoint such 
an arbitrator. The Parties shall equally bear the fees and expenses of 
the arbitrator unless the arbitrator otherwise provides in the award.
(c)  Powers of and Limitations on the Arbitrator. The arbitrator shall 
have the powers provided by the California Arbitration Act and the 
Commercial Rules of the AAA except as provided in this agreement, 
including without limitation the following:
     (1)  The arbitrator shall determine all challenges to the legality 
and/or enforceability of this agreement.
     (2)  The arbitrator shall apply the rules of evidence to the same 
extent as they would be applied in a court of law.
     (3)  The arbitrator shall give effect to all legal and equitable 
defenses in determining any claim or controversy, including without 
limitation statutes of limitation, the statute of frauds, waiver and 
estoppel.
     (4)  A Party may not conduct discovery unless the arbitrator grants 
such Party leave to do so upon a showing of good cause. All discovery 
shall be completed within ninety (90) days after the appointment of the 
arbitrator. The arbitrator shall limit discovery to non-privileged 
material that is relevant to the issues to be determined by the 
arbitrator.
     (5)  The AAA shall determine the time of the hearing and shall 
designate its location from among the cities of San Francisco, Los 
Angeles and San Diego based upon the convenience of the arbitrator, the 
Parties and the witnesses. However, such hearing shall be commenced 
within thirty (30) days after completion of discovery, unless the 
arbitrator grants a continuance upon a showing of good cause by any 
Party. At least seven (7) days before the date set for such hearing, 
the Parties shall exchange copies of exhibits to be offered as evidence, 
and lists of the witnesses who will testify, at such hearing. Once 
commenced, the hearing shall proceed day to day until completed, unless 
the arbitrator grants a continuance upon a showing of good cause by any 
Party. Any Party may cause to be prepared, at its expense, a written 
transcription or electronic recordation of such hearing.
     (6)  Any award by the arbitrator shall be set forth in a written 
decision supported by written findings of fact and conclusions of law 
which the arbitrator shall deliver concurrently to the Parties.
     (7)  The award of the arbitrator may include equitable relief.
     (8)  The arbitrator may not award punitive damages unless the 
arbitrator first makes written findings of fact that would satisfy the 
requirements for recovery of punitive damages under California law. An 
such award of punitive damages shall not exceed a sum equal to twice the 
amount of actual damages as determined by the arbitrator.
     (9)  The arbitrator shall have the power to award reasonable 
attorneys' fees (including a reasonable allocation for the costs of 
in-house counsel) and costs to the prevailing party.
     (10)  The provisions of California Civil Code Sections 47 at seq. 
shall apply to the arbitration to the same extent as they would apply to 
a judicial proceeding subject to such provisions.
     (11)  The laws of the State of California shall govern the 
arbitration pursuant to this agreement.
(d)  Provisional Remedies, Self-Help and Foreclosure. No provision of 
this agreement shall limit the right of any Party (I) to exercise any 
self-help remedies, (ii) to foreclose upon or sell any collateral, by 
power of sale or otherwise, or (iii) to obtain or oppose provisional or 
ancillary remedies from a court of competent jurisdiction before, after 
or during the pendency of the arbitration. The exercise of, or 
opposition to, any such remedy does not waive the right of any Party to 
arbitration pursuant to this agreement If any obligation under any 
Subject Document is or becomes secured by an interest in real property, 
then no claim or controversy shall be submitted to arbitration without 
the consent of the Parties. If the Parties do not consent to such 
submission, then the claim or controversy shall be determined by a 
judicial action in which all decisions of fact and law shall, at the 
request of any Party, be referred to a referee in accordance with 
California Code of Civil Procedure Sections 638 at seq. The referee 
shall be selected pursuant to the provisions of paragraph (b) of this 
agreement and shall have the powers conferred upon a arbitrator by 
paragraph (c) of this agreement. Judgment upon the award rendered by 
such referee shall be entered in the court in which such judicial action 
was commenced in accordance with California Code of Civil Procedure 
Sections 644 and 645.
(e)  Miscellaneous. Judgment upon the award of the arbitrator may be 
entered in any court of competent jurisdiction. In the event that 
multiple claims are asserted, some of which are found not subject to 
this agreement, the Parties agree to stay the proceedings of the claims 
not subject to this agreement until all other claims are resolved in 
accordance with this agreement. In the event that claims are asserted 
against multiple parties, some of whom are not subject to this 
agreement, the Parties agree to sever the claims subject to this 
agreement and resolve them in accordance with this agreement. In the 
event that any provision of this agreement is found to be illegal or 
unenforceable, the remainder of this agreement shall remain in full 
force and effect. The laws of the State of California shall govern the 
interpretation of this agreement. This agreement fully states all of 
the terms and conditions of the Parties' agreement regarding the matters 
mentioned in, or incidental to, this agreement. This agreement 
supersedes all oral negotiations and prior writings concerning the 
subject matter of this agreement.

UNION BANK

BY:  /s/MICHAEL DEVERY
     Michael Devery
     Credit Officer

SIMPSON MANUFACTURING CO., INC.

BY:  /s/STEVE LAMSON
     Steve Lamson, CFO

BY:  /s/THOMAS J FITZMYERS
     Thomas J Fitzmyers, President
