<SUBMISSION>
<ACCESSION-NUMBER>0000920371-00-000042
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>4
<PERIOD>20000930
<FILING-DATE>20001114
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>SIMPSON MANUFACTURING CO INC /CA/
<CIK>0000920371
<ASSIGNED-SIC>3420
<IRS-NUMBER>943196943
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>001-13429
<FILM-NUMBER>762543
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>4637 CHABOT DR
<STREET2>STE 200
<CITY>PLEASANTON
<STATE>CA
<ZIP>94588
<PHONE>5106099912
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>4637 CHABOT DR
<STREET2>STE 200
<CITY>PLEASANTON
<STATE>CA
<ZIP>94588
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>



                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 FORM 10-Q

(Mark One)
[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

For the Quarterly period ended:  September 30, 2000
                                 ------------------

                                    OR

[   ]  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             (I.R.S. Employer
       incorporation 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  X   No
    ---     ---

The number of shares of the Registrant's Common Stock outstanding as of
September 30, 2000:  12,017,860
                     ----------

<PAGE>
PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                  SIMPSON MANUFACTURING CO., INC. AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

                                                  September 30,
                                          ----------------------------
                                                   (Unaudited)            December 31,
                                              2000            1999            1999
                                          ------------    ------------    ------------
<S>                                       <C>             <C>             <C>
              ASSETS
Current assets
  Cash and cash equivalents               $ 62,849,064    $ 44,174,362    $ 54,509,610
  Trade accounts receivable, net            52,136,543      50,461,040      42,420,223
  Inventories                               80,284,287      68,867,778      72,751,245
  Deferred income taxes                      5,104,209       4,400,358       4,745,534
  Other current assets                       2,727,747       1,505,336       1,323,215
                                          ------------    ------------    ------------
    Total current assets                   203,101,850     169,408,874     175,749,827

Property, plant and equipment, net          59,905,593      60,024,345      61,143,524
Investments                                    365,223         385,264         374,455
Other noncurrent assets                     14,306,254      10,452,557       9,986,187
                                          ------------    ------------    ------------
      Total assets                        $277,678,920    $240,271,040    $247,253,993
                                          ============    ============    ============

  LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Notes payable and current
    portion of long-term debt             $    332,563    $    300,000    $    349,541
  Trade accounts payable                    14,167,506      14,637,458      12,780,621
  Accrued liabilities                        8,129,591       7,622,273       7,819,155
  Income taxes payable                         947,010       3,469,005       3,362,254
  Accrued profit sharing trust
   contributions                             3,065,667       2,696,669       3,504,286
  Accrued cash profit sharing
   and commissions                           6,518,992       5,973,646       4,531,861
  Accrued workers' compensation              1,395,764       1,145,764       1,345,764
                                          ------------    ------------    ------------
    Total current liabilities               34,557,093      35,844,815      33,693,482

Long-term debt, net of current portion       2,219,512       2,584,345       2,414,562
Deferred income taxes and long-term
 liabilities                                   357,630         621,840         556,783
                                          ------------    ------------    ------------
    Total liabilities                       37,134,235      39,051,000      36,664,827
                                          ------------    ------------    ------------

Minority interest in consolidated
 subsidiaries                                1,035,155               -               -
                                          ------------    ------------    ------------

Commitments and contingencies (Notes 5 and 6)

Stockholders' equity
  Common stock                              43,724,580      44,655,797      44,716,488
  Retained earnings                        198,522,710     156,827,894     166,457,600
  Accumulated other comprehensive income    (2,737,760)       (263,651)       (584,922)
                                          ------------    ------------    ------------
    Total stockholders' equity             239,509,530     201,220,040     210,589,166
                                          ------------    ------------    ------------
      Total liabilities and
       stockholders' equity               $277,678,920    $240,271,040    $247,253,993
                                          ============    ============    ============
</TABLE>



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

<PAGE>

                   Simpson Manufacturing Co., Inc. and Subsidiaries
                   Condensed Consolidated Statements of Operations
                                     (Unaudited)


<TABLE>
<CAPTION>

                                             Three Months Ended               Nine Months Ended
                                                September 30,                   September 30,
                                        ----------------------------    ----------------------------
                                            2000            1999            2000            1999
                                        ------------    ------------    ------------    ------------
<S>                                     <C>             <C>             <C>             <C>
Net sales                               $101,048,081    $ 88,807,636    $283,489,158    $247,221,970
Cost of sales                             60,370,306      52,358,565     169,828,466     147,660,284
                                        ------------    ------------    ------------    ------------
    Gross profit                          40,677,775      36,449,071     113,660,692      99,561,686
                                        ------------    ------------    ------------    ------------

Operating expenses:
  Selling                                  9,806,039       8,123,050      28,087,648      24,062,580
  General and administrative              12,655,445      10,278,192      34,950,828      28,399,663
                                        ------------    ------------    ------------    ------------
                                          22,461,484      18,401,242      63,038,476      52,462,243
                                        ------------    ------------    ------------    ------------

    Income from operations                18,216,291      18,047,829      50,622,216      47,099,443

Interest income, net                         826,865         476,698       2,094,049       1,080,243
                                        ------------    ------------    ------------    ------------

    Income before income taxes            19,043,156      18,524,527      52,716,265      48,179,686

Provision for income taxes                  7,852,00       7,408,000      21,616,000      19,342,000
Minority interest                           (274,008)              -        (964,845)              -
                                        ------------    ------------    ------------    ------------

    Net income                          $ 11,465,164    $ 11,116,527    $ 32,065,110    $ 28,837,686
                                        ============    ============    ============    ============


Net income per common share
  Basic                                 $       0.95    $       0.93    $       2.66    $       2.45
  Diluted                               $       0.93    $       0.90    $       2.60    $       2.36

Number of shares outstanding
  Basic                                   12,048,205      11,968,123      12,037,015      11,777,481
  Diluted                                 12,335,196      12,311,909      12,311,193      12,218,050

</TABLE>


                   Simpson Manufacturing Co., Inc. and Subsidiaries
               Condensed Consolidated Statements of Comprehensive Income
                                     (Unaudited)

<TABLE>
<CAPTION>

                                             Three Months Ended               Nine Months Ended
                                                September 30,                   September 30,
                                        ----------------------------    ----------------------------
                                            2000            1999            2000            1999
                                        ------------    ------------    ------------    ------------
<S>                                     <C>             <C>             <C>             <C>
Net income                              $ 11,465,164    $ 11,116,527    $ 32,065,110    $ 28,837,686

Other comprehensive income, net of tax:
  Foreign currency translation
   adjustments                              (940,509)        559,600      (2,152,838)        168,039
                                        ------------    ------------    ------------    ------------

Comprehensive income                    $ 10,524,655    $ 11,676,127    $ 29,912,272    $ 29,005,725
                                        ============    ============    ============    ============

</TABLE>



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

<PAGE>
                  Simpson Manufacturing Co., Inc. and Subsidiaries
                  Condensed Consolidated Statements of Cash Flows
                                    (Unaudited)


<TABLE>
<CAPTION>

                                                            Nine Months Ended
                                                              September 30,
                                                      ----------------------------
                                                          2000            1999
                                                      ------------    ------------
<S>                                                   <C>             <C>
Cash flows from operating activities
  Net income                                          $ 32,065,110    $ 28,837,686
                                                      ------------    ------------
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Gain on sale of capital equipment                      (86,032)        (43,308)
    Depreciation and amortization                       10,030,929       8,148,734
    Minority interest                                     (964,845)              -
    Deferred income taxes and long-term liabilities       (535,368)       (560,068)
    Equity in income of affiliates                         (23,195)        107,273
    Noncash compensation related to stock plans            196,875         119,800
    Changes in operating assets and liabilities, net of
      effects of acquisitions:
      Trade accounts receivable                         (9,591,936)    (16,371,918)
      Inventories                                       (8,031,023)    (11,708,181)
      Trade accounts payable                             1,665,392       2,876,221
      Income taxes payable                              (1,856,952)      8,275,688
      Accrued profit sharing trust contributions          (429,062)       (476,693)
      Accrued cash profit sharing and commissions        1,987,432       1,953,840
      Other current assets                              (1,460,413)       (222,522)
      Accrued liabilities                                  445,164       2,030,982
      Accrued workers' compensation                         50,000         266,492
      Other noncurrent assets                             (261,386)     (1,619,970)
                                                      ------------    ------------
        Total adjustments                               (8,864,420)     (7,223,630)
                                                      ------------    ------------

        Net cash provided by operating activities       23,200,690      21,614,056
                                                      ------------    ------------

Cash flows from investing activities
  Capital expenditures                                  (8,120,242)    (11,903,467)
  Asset acquisitions, net of cash acquired              (4,620,151)     (7,833,090)
  Proceeds from sale of equipment                          183,368         260,476
                                                      ------------    ------------
    Net cash used in investing activities              (12,557,025)    (19,476,081)
                                                      ------------    ------------

Cash flows from financing activities
  Issuance of debt                                         143,545         202,040
  Repayment of debt                                       (331,441)       (213,581)
  Buyback of common stock                               (2,314,305)              -
  Issuance of common stock                                 580,137       4,540,085
                                                      ------------    ------------
    Net cash provided by (used in) financing
     activities                                         (1,922,064)      4,528,544
                                                      ------------    ------------

Effect of exchange rate changes on cash                   (382,147)        105,393
                                                      ------------    ------------

      Net increase in cash and cash equivalents          8,339,454       6,771,912
Cash and cash equivalents at beginning of period        54,509,610      37,402,450
                                                      ------------    ------------
Cash and cash equivalents at end of period            $ 62,849,064    $ 44,174,362
                                                      ============    ============

</TABLE>


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

<PAGE>
                Simpson Manufacturing Co., Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements


1.  Basis of Presentation

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 generally accepted accounting principles 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") 1999 Annual Report on
Form 10-K (the "1999 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 present fairly the financial information set forth therein, in
accordance with generally accepted accounting principles. The year-end
condensed consolidated balance sheet data was derived from audited
financial statements, but does not include all disclosures required by
generally accepted accounting principles. 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.

Net Income Per Common Share

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

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


<TABLE>
<CAPTION>

                                       Three Months Ended                  Three Months Ended
                                       September 30, 2000                  September 30, 1999
                               ----------------------------------  ----------------------------------
                                                            Per                                 Per
                                  Income        Shares     Share      Income        Shares     Share
                               ------------  ------------  ------  ------------  ------------  ------
<S>                            <C>           <C>           <C>     <C>           <C>           <C>

Basic EPS
Income available to
  common stockholders          $ 11,465,164    12,048,205  $ 0.95  $ 11,116,527    11,968,123  $ 0.93

Effect of Dilutive Securities
Stock options                             -       286,991   (0.02)            -       343,786   (0.03)
                               ------------  ------------  ------  ------------  ------------  ------

Diluted EPS
Income available to
  common stockholders          $ 11,465,164    12,335,196  $ 0.93  $ 11,116,527    12,311,909  $ 0.90
                               ============  ============  ======  ============  ============  ======

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                        Nine Months Ended                   Nine Months Ended
                                       September 30, 2000                  September 30, 1999
                               ----------------------------------  ----------------------------------
                                                            Per                                 Per
                                  Income        Shares     Share      Income        Shares     Share
                               ------------  ------------  ------  ------------  ------------  ------
<S>                            <C>           <C>           <C>     <C>           <C>           <C>

Basic EPS
Income available to
  common stockholders          $ 32,065,110    12,037,015  $ 2.66  $ 28,837,686    11,777,481  $ 2.45

Effect of Dilutive Securities
Stock options                             -       274,178   (0.06)            -       440,569   (0.09)
                               ------------  ------------  ------  ------------  ------------  ------

Diluted EPS
Income available to
  common stockholders          $ 32,065,110    12,311,193  $ 2.60  $ 28,837,686    12,218,050  $ 2.36
                               ============  ============  ======  ============  ============  ======

</TABLE>



Reclassifications

Certain prior period amounts have been reclassified to conform to the
2000 presentation with no effect on net income or retained earnings as
previously reported.


2.  Trade Accounts Receivable

Trade accounts receivable consist of the following:


<TABLE>
<CAPTION>

                                                At September 30,
                                          ----------------------------
                                                   (Unaudited)            December 31,
                                              2000            1999            1999
                                          ------------    ------------    ------------
<S>                                       <C>             <C>             <C>
Trade accounts receivable                 $ 53,831,941    $ 52,066,509    $ 43,952,137
Allowance for doubtful accounts             (1,212,388)     (1,205,142)     (1,203,147)
Allowance for sales discounts                 (483,010)       (400,327)       (328,767)
                                          ------------    ------------    ------------
                                          $ 52,136,543    $ 50,461,040    $ 42,420,223
                                          ============    ============    ============

</TABLE>



3.  Inventories

The components of inventories consist of the following:


<TABLE>
<CAPTION>

                                                At September 30,
                                          ----------------------------
                                                   (Unaudited)            December 31,
                                              2000            1999            1999
                                          ------------    ------------    ------------
<S>                                       <C>             <C>             <C>
Raw materials                             $ 24,552,076    $ 20,807,497    $ 22,816,584
In-process products                          8,607,644       7,368,534       7,593,038
Finished products                           47,124,567      40,691,747      42,341,623
                                          ------------    ------------    ------------
                                          $ 80,284,287    $ 68,867,778    $ 72,751,245
                                          ============    ============    ============

</TABLE>


Approximately 89% of the Company's inventories are valued using the LIFO
(last-in, first-out) method. Because inventory determination under the
LIFO method is only made at the end of each year based on the inventory
levels and costs at that time, interim LIFO determinations must
necessarily be based on management's estimates of expected year-end
inventory levels and costs. Since future estimates of inventory levels
and costs are subject to change, interim financial results reflect the
Company's most recent estimate of the effect of LIFO and are subject to
adjustment based upon final year-end inventory amounts. At September 30,
2000 and 1999, and December 31, 1999, LIFO cost exceeded the replacement
value of LIFO inventories by approximately $966,000, $620,000 and
$1,503,000, respectively.


<PAGE>
4.  Net Property, Plant and Equipment

Net property, plant and equipment consists of the following:


<TABLE>
<CAPTION>

                                                At September 30,
                                          ----------------------------
                                                   (Unaudited)            December 31,
                                              2000            1999            1999
                                          ------------    ------------    ------------
<S>                                       <C>             <C>             <C>
Land                                      $  4,448,131    $  4,321,061    $  4,316,015
Buildings and site improvements             27,572,682      26,762,081      26,724,935
Leasehold improvements                       3,949,068       3,887,913       3,942,613
Machinery and equipment                     84,300,900      74,568,615      81,147,265
                                          ------------    ------------    ------------
                                           120,270,781     109,539,670     116,130,828
Less accumulated depreciation
 and amortization                          (66,775,904)    (56,420,453)    (58,949,908)
                                          ------------    ------------    ------------
                                            53,494,877      53,119,217      57,180,920
Capital projects in progress                 6,410,716       6,905,128       3,962,604
                                          ------------    ------------    ------------
                                          $ 59,905,593    $ 60,024,345    $ 61,143,524
                                          ============    ============    ============

</TABLE>



5.  Debt

Outstanding debt at September 30, 2000 and 1999, and December 31, 1999,
and the available credit at September 30, 2000, consisted of the
following:


<TABLE>
<CAPTION>

                                                                        Debt Outstanding
                                           Available      --------------------------------------------
                                           Credit at            at September 30,               at
                                          September 30,   ----------------------------    December 31,
                                              2000            2000            1999            1999
                                          ------------    ------------    ------------    ------------

<S>                                       <C>             <C>             <C>             <C>

Revolving line of credit, interest
  at bank's reference rate (at
  September 30, 2000, the bank's
  reference rate was 9.50%),
  expires November 2001                   $ 12,257,301    $          -    $          -    $          -

Revolving term commitment, interest
  at bank's prime rate (at September
  30, 2000, the bank's prime rate less
  0.50% was 9.00%), expires September
  2002                                       8,344,838               -               -               -

Revolving line of credit, interest rate
  at the bank's base rate of interest
  plus 2%, expires July 2001                   365,711               -               -               -

Term loan, fixed interest rate
   of 5.3%, expires September 2006                   -         119,512         154,819         164,562

Standby letter of credit facilities          2,397,861               -               -               -

Term loan, interest at LIBOR plus
  1.375% (at September 30, 2000, LIBOR
  plus 1.375% was 7.9956%), expires
  May 2008                                           -       2,400,000       2,700,000       2,550,000

Other notes payable and long-term debt               -          32,563          29,526          49,541
                                          ------------    ------------    ------------    ------------
                                            23,365,711       2,552,075       2,884,345       2,764,103
Less current portion                                 -        (332,563)       (300,000)       (349,541)
                                          ------------    ------------    ------------    ------------
                                            23,365,711    $  2,219,512    $  2,584,345    $  2,414,562
Standby letters of credit issued                          ============    ============    ============
 and outstanding                            (2,397,861)
                                          ------------
                                          $ 20,967,850
                                          ============

</TABLE>


<PAGE>
As of September 30, 2000, the Company had three outstanding standby
letters of credit. Two of these letters of credit, in the aggregate
amount of $1,710,324, are used to support the Company's self-insured
workers' compensation insurance requirements. The third, in the amount
of $687,537, is used to guarantee performance on the Company's leased
facility in the United Kingdom. Other notes payable represent debt
associated with foreign businesses.


6.  Commitments and Contingencies

Note 9 to the consolidated financial statements in the Company's 1999
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.


7.  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 three and nine months ended:


<TABLE>
<CAPTION>

                                   Three Months Ended               Nine Months Ended
                                      September 30,                   September 30,
                              ----------------------------    ----------------------------
                                  2000            1999            2000            1999
                              ------------    ------------    ------------    ------------
<S>                           <C>             <C>             <C>             <C>
Net Sales
  Connector products          $ 84,604,000    $ 71,607,000    $237,402,000    $199,989,000
  Venting products              16,444,000      17,201,000      46,087,000      47,233,000
                              ------------    ------------    ------------    ------------
    Total                     $101,048,000    $ 88,808,000    $283,489,000    $247,222,000
                              ============    ============    ============    ============

Income from Operations
  Connector products          $ 16,203,000    $ 15,360,000    $ 44,836,000    $ 40,100,000
  Venting products               2,010,000       2,575,000       5,749,000       7,010,000
  All other                          3,000         113,000          37,000         (11,000)
                              ------------    ------------    ------------    ------------
    Total                     $ 18,216,000    $ 18,048,000    $ 50,622,000    $ 47,099,000
                              ============    ============    ============    ============
</TABLE>

<TABLE>
<CAPTION>

                                                    At September 30,
                                              ----------------------------         At
                                                       (Unaudited)            December 31,
                                                  2000            1999            1999
                                              ------------    ------------    ------------
<S>                                           <C>             <C>             <C>
Total Assets
  Connector products                          $164,708,000    $149,661,000    $148,328,000
  Venting products                              48,322,000      43,020,000      38,828,000
  All other                                     64,649,000      47,590,000      60,098,000
                                              ------------    ------------    ------------
    Total                                     $277,679,000    $240,271,000    $247,254,000
                                              ============    ============    ============

</TABLE>



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 "All other." Cash
and cash equivalent balances in this segment were approximately
$57,163,000, $41,607,000 and $53,682,000 as of September 30, 2000 and
1999, and December 31, 1999, respectively.

<PAGE>
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
nine months ended September 30, 2000 and 1999. The following should be
read in conjunction with the interim Condensed Consolidated Financial
Statements and related Notes appearing elsewhere herein.


Results of Operations for the Three Months Ended September 30, 2000,
Compared with the Three Months Ended September 30, 1999

Net sales increased 13.8% in the third quarter of 2000 as compared to the
third quarter of 1999. Most of the sales growth occurred domestically,
particularly in California. Simpson Strong-Tie's third quarter sales
increased 18.2% over the same quarter last year, while Simpson Dura-
Vent's sales decreased 4.4%. Contractor distributors and homecenters were
the fastest growing connector sales channel. The sales increase was broad
based across most of Simpson Strong-Tie's major product lines. Strong-
Wall and Anchor Systems product lines had the highest growth rates in
sales. Sales of Simpson Dura-Vent's Direct-Vent and gas vent product
lines decreased compared to the third quarter of 1999, while sales of its
chimney and pellet vent product lines increased. Based on a report by the
Energy Information Administration in October 2000, this shift,
particularly in the Northeastern region of the United States, may be
partially attributable to the effects of increased natural gas and
heating oil prices on demand for wood burning appliances.


Income from operations increased 1.0% from $18,047,829 in the third
quarter of 1999 to $18,216,291 in the third quarter of 2000 primarily as
a result of the increased sales offset by lower gross margins. Gross
margins decreased from 41.0% in the third quarter of 1999 to 40.3% in the
third quarter of 2000 primarily due to a LIFO charge in the third quarter
of 2000 compared to a credit in the third quarter of 1999. The charge was
offset slightly by better absorption of fixed overhead costs as a result
of increased production. Selling expenses increased 20.7% from $8,123,050
in the third quarter of 1999 to $9,806,039 in the third quarter of 2000.
The increase was primarily due to higher personnel costs related to the
increase in the number of sales and merchandising personnel, particularly
those associated with selling the Anchoring Systems product line, and
increased promotional expenses. General and administrative expenses
increased 23.1% from $10,278,192 in the third quarter of 1999 to
$12,655,445 in the third quarter of 2000 primarily due to increased cash
profit sharing expenses resulting from higher operating income, and
higher personnel and other administrative overhead costs, including costs
associated with the operation of Keybuilder.com LLC ("Keybuilder.com"),
the Company's joint venture with Keymark Enterprises, Inc., ("Keymark")
and those associated with the acquisition of Anchor Tiedown Systems
("ATS"). The stated tax rate was 41.2%, yielding an effective tax rate of
40.7% after considering the effect of Keymark's minority interest in
Keybuilder.com, in the third quarter of 2000, an increase from 40.0% in
the third quarter of 1999.


Results of Operations for the Nine Months Ended September 30, 2000,
Compared with the Nine Months Ended September 30, 1999

Net sales increased 14.7% in the first nine months of 2000 as compared to
the first nine months of 1999. Most of the sales growth occurred
domestically, particularly in California. International sales contributed
to the increase, due in part to the acquisition of Furfix in the third
quarter of 1999. Simpson Strong-Tie's first nine month's sales increased
18.7% over the same period last year, while Simpson Dura-Vent's sales
decreased 2.4%. Contractor distributors and homecenters were the fastest
growing connector sales channel. The sales increase was broad based
across most of Simpson Strong-Tie's major product lines. Strong-Wall and
Anchor Systems product lines had the highest growth rates in sales.
Simpson Dura-Vent's year-to-date sales of gas vent products declined as
compared to the first nine months of 1999, while sales of its Direct-Vent
product line increased slightly, despite the decline in the third quarter
of 2000.

<PAGE>
Income from operations increased 7.5% from $47,099,443 in the first nine
months of 1999 to $50,622,216 in the first nine months of 2000 primarily
as a result of higher sales. Gross margins decreased slightly from 40.3%
in the first nine months of 1999 to 40.1% in the first nine months of
2000 primarily due to a LIFO charge in 2000 compared to a credit in 1999
and increased production costs. These charges were offset by better
absorption of fixed overhead costs as a result of increased production.
Selling expenses increased 16.7% from $24,062,580 in the first nine
months of 1999 to $28,087,648 in the first nine months of 2000. The
increase was primarily due to higher personnel costs related to the
increase in the number of sales and merchandising personnel, particularly
those associated with selling the Anchoring Systems product line, as well
as increased promotional expenses. General and administrative expenses
increased 23.1% from $28,399,663 in the first nine months of 1999 to
$34,950,828 in the first nine months of 2000 primarily due to increased
cash profit sharing expenses resulting from higher operating income, and
higher personnel and other administrative overhead costs, including costs
associated with the operation of Keybuilder.com and the acquisitions of
Furfix and ATS. The stated tax rate was 41.0%, yielding an effective tax
rate of 40.3% after considering the effect of Keymark's minority interest
in Keybuilder.com, in the first nine months of 2000, an increase from
40.1% in the first nine months of 1999.

In July 2000, the Company acquired of the assets of ("ATS") for
approximately $4.6 million in cash. ATS manufactures and distributes the
MBR product line used to anchor multi-story buildings utilizing a
threaded rod hold down system.

In October 2000, the Board of Directors authorized the Company, for a
period of one year, to buy back up to $35 million of the Company's common
stock. This replaces the authorization from late last year when the Board
of Directors authorized a buy back of up to $10 million. In September,
the Company changed the two profit sharing trust plans for its U.S. based
employees to self-directed investment management by the plan
participants. As a result of the rebalancing of the plan assets, the
Company purchased a net amount of 48,980 shares of its common stock
directly from the plans for approximately $2.3 million.


Liquidity and Sources of Capital

As of September 30, 2000, working capital was $168.5 million as compared
to $133.6 million at September 30, 1999, and $142.1 million at December
31, 1999. Other than the change in cash and cash equivalents, the
principal components of the increase in working capital from December 31,
1999, were increases in the Company's trade accounts receivable and
inventories totaling approximately $17.3 million, primarily due to higher
sales levels, and a decrease in income taxes payable of approximately
$2.4 million. Offsetting these increases were increases, aggregating
approximately $3.4 million, in accrued cash profit sharing and trade
accounts payable. 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, primarily depreciation and
amortization, totaling approximately $42.1 million, resulted in net cash
provided by operating activities of approximately $23.2 million. As of
September 30, 2000, the Company had unused credit facilities available of
approximately $21.0 million.

The Company used approximately $12.6 million in its investing activities,
primarily to purchase the capital equipment and property needed to expand
its capacity and in the acquisition of ATS. The Company plans to continue
this expansion throughout the remainder of the year and into 2001.

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
through the remainder of 2000 and into 2001. 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 inflation rates have remained
relatively low.

<PAGE>
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.

ITEM 2. CHANGES IN SECURITIES.

None.

Item 3. Defaults Upon Senior Securities.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

<PAGE>
ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

<TABLE>
<CAPTION>

a.  Exhibits.

      EXHIBIT
        NO                              DESCRIPTION
      -------     ------------------------------------------------------
      <S>         <C>

      10.1        Amendment to Credit Agreement, dated November 10,
                  2000, between Simpson Manufacturing Co., Inc. and
                  Union Bank of California.
      11          Statements re computation of earnings per share
      27          Financial Data Schedule, which is submitted
                  electronically to the Securities and Exchange
                  Commission for information only and not filed.

</TABLE>

b.  Reports on Form 8-K

    No reports on Form 8-K were filed during the quarter for which this
    report is filed.

<PAGE>
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:  NOVEMBER 10, 2000                By:  /s/MICHAEL J. HERBERT
       ------------------                  -------------------------------
                                                  Michael J. Herbert
                                               Chief Financial Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>AMENDMENT TO CREDIT AGREEMENT
<TEXT>



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


                              LOAN AGREEMENT

THIS AMENDED AND RESTATED LOAN AGREEMENT ("Agreement") is made and
entered into as of November 10, 2000 by and between Simpson
Manufacturing Co., Inc., a California corporation ("Borrower"), and UNION
BANK OF CALIFORNIA, N.A., a national banking association ("Bank"). This
Agreement amends and restates in its entirety that certain loan agreement
dated as of June 1, 1998 by and between Borrower and Bank, as amended.


SECTION 1. THE CREDIT

1.1  CREDIT FACILITIES

     1.1.1   The Revolver-To-Term Loan. Bank will loan to Borrower an
amount not to exceed Thirteen Million Eight Hundred Thousand Dollars
($13,800,000 ) outstanding in the aggregate at any one time (the
"Revolver-To-Term Loan"). The proceeds of the Revolver-To-Term Loan shall
be used for Borrower's general working capital purposes. Borrower may
borrow, repay and reborrow all or part of the Revolver-To-Term Loan in
accordance with the terms of the Revolver-To-Term Note (defined below).
All borrowings of the Revolver-To-Term Loan must be made before November
1, 2001, at which time all unpaid principal under the Revolver-to-Term
Loan shall be converted to a fully amortizing loan to mature November 1,
2006. The Revolver-To-Term Loan shall be evidenced by Bank's standard
form of commercial promissory note (the "Revolver-To-Term Note"). Bank
shall enter each amount borrowed and repaid in Bank's records and such
entries shall be deemed correct. Omission of Bank to make any such
entries shall not discharge Borrower of its obligation to repay in full
with interest all amounts borrowed.

As of the date of this Agreement, the principal amount outstanding under
Borrower's Revolver-To-Term loan with Bank evidenced by the promissory
note dated June 1, 1998, as amended, ("Old Note") shall be deemed the
initial principal amount outstanding under the Revolver-To-Term Loan, and
the Old Note is hereby cancelled and superceded by the Revolver-To-Term
Note.

     1.1.1.a The Standby L/C Sublimit. As a sublimit under the Revolver-
To-Term loan, Bank shall issue, for the account of Borrower, one or more
irrevocable standby letters of credit (individually, a "Standby L/C").
The aggregate amount available to be drawn under all Standby L/Cs and the
aggregate amount of unpaid reimbursement obligations under drawn Standby
L/Cs shall not exceed Four Million Dollars ($4,000,000) and shall reduce,
dollar for dollar, the maximum amount available under the Revolving Loan.
All Standby L/Cs shall be drawn on terms and conditions acceptable to
Bank and shall be governed by the terms of (and Borrower agrees to
execute) Bank's standard form of standby letter of credit application and
reimbursement agreement. No Standby L/C shall expire more than twelve
(12) months from the date of its issuance, and in no event later than
November 1, 2001.  At Borrower's request, Bank will issue L/Cs on behalf
of Borrower's subsidiaries, including but not limited to:  1) Simpson
Strong-Tie Company, Inc.; 2) Simpson Dura-Vent Company, Inc.; and 3)
Simpson Strong-Tie, International Inc., so long as the Borrower executes
the Bank's standard form for L/C applications and reimbursement
agreement.

1.2  Terminology. The following words and phrases, whether used in their
singular or plural form, shall have the meanings set forth below:

"GAAP" means generally accepted accounting principles and practices
consistently applied. Accounting terms used in this Agreement but not
otherwise expressly defined have the meanings given them by GAAP.

<PAGE>
"L/C" means the Commercial L/Cs or the Standby L/Cs, or both, as the
context may require.

"Lien" means any voluntary or involuntary security interest, mortgage,
pledge, claim, charge, encumbrance, title retention agreement, or third
party interest, covering all or any part of the property of Borrower or
any Guarantor.

"Loan" means all the credit facilities described above.

"Loan Documents" means this Agreement, the Note, and all other documents,
instruments and agreements required by Bank and executed in connection
with this Agreement, the Note, the Loans, and with all other credit
facilities from time to time made available to Borrower by Bank.

"Note" means all the promissory notes described above.

1.3  Prepayment.  The Loan may be prepaid in full or in part but only in
accordance with the terms of the Note, and any such prepayment shall be
subject to any prepayment fee provided for therein. In the event of a
principal prepayment on any term indebtedness, the amount prepaid shall
be applied to the scheduled principal installments due in the reverse
order of their maturity on the Loan being prepaid.

1.4  Interest. The unpaid principal balance of the Loan shall bear
interest at the rate or rates provided in the Note.

1.5  Unused Fee. On the last calendar day of the third month following
the execution of this Agreement and on the last calendar day of each
three-month period thereafter, Borrower shall pay to Bank a fee of One
Eighth of One percent (0.125%) per year on the unused portion of the
Revolver-To-Term Loan for the preceding quarter, computed on the basis of
a 360 day year for actual days elapsed.

1.6  Standby Letter of Credit Fees.  Borrower agrees to pay Bank Three
Quarters of One Percent (0.75%) per annum of the principal face sum of
all LCs.

1.7  Disbursement. Bank shall disburse the proceeds of the Loan as
provided in Bank's standard form Authorization(s) to Disburse executed by
Borrower.


                     SECTION 2. CONDITIONS PRECEDENT

Bank shall not be obligated to disburse all or any portion of the Loans
unless at or prior to the time of each such disbursement, the following
conditions have been fulfilled to Bank's satisfaction:

2.1  Compliance. Borrower shall have performed and complied with all
terms and conditions required by this Agreement to be performed or
complied with, and shall have executed and delivered to Bank the Note and
all other Loan Documents.

2.2  Guaranties. Simpson Strong-Tie Company, Inc., and Simpson Dura-Vent
Company, Inc. (individually a "Guarantor" and collectively "Guarantors")
shall have executed and delivered to Bank their respective continuing
guaranties in form and amount satisfactory to Bank.


2.3  Authorization to Obtain Credit. Borrower shall have provided Bank
with certified copies of resolutions duly adopted by Borrower's board of
directors and in form satisfactory to Bank, authorizing the execution,

<PAGE>
delivery and performance of this Agreement and  the other Loan Documents.
Such resolutions shall also designate the persons who are authorized to
act on Borrower's behalf in connection with this Agreement to do the
things required of Borrower pursuant to this Agreement.

2.4  Continuing Compliance. At the time any disbursement is to be made
and immediately thereafter, there shall not exist any Event of Default
(as hereinafter defined) or any event, condition, or act which with
notice or lapse of time, or both, would constitute an Event of Default.


                SECTION 3. REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants that:

3.1  Business Activity. Borrower's principal business is manufacturer of
specialty connectors and venting systems for gas and wood burning
appliances.

3.2  Affiliates and Subsidiaries. Borrower's affiliates and subsidiaries
(those entities in which Borrower has either a controlling interest or a
twenty-five percent (25%) or more ownership interest) and their
addresses, and the names of the persons or entities owning five percent
(5%) or more of the equity interests in Borrower, are as provided on a
schedule delivered to Bank on or before the date of this Agreement.

3.3  Organization and Qualification. Borrower is duly organized and
existing under the laws of the state of its organization, is duly
qualified and in good standing in any jurisdiction where such
qualification is required, and has the power and authority to carry on
the business in which it is engaged and/or proposes to engage.

3.4  Power and Authorization. Borrower has the power and authority to
enter into this Agreement and to execute and deliver the Note and all
other Loan Documents. This Agreement and all things required by this
Agreement and the other Loan Documents have been duly authorized by all
requisite action of Borrower.

3.5  Authority to Borrow. The execution, delivery and performance of this
Agreement, the Note and all other Loan Documents are not in contravention
of any of the terms of any indenture, agreement or undertaking to which
Borrower is a party or by which it or any of its property is bound or
affected.

3.6  Compliance with Laws. Borrower is in compliance with all applicable
laws, rules, ordinances or regulations which materially affect the
operations or financial condition of Borrower.

3.7  Title. Except for assets which may have been disposed of in the
ordinary course of business, Borrower has good and marketable title to
all property reflected in its financial statements delivered to Bank and
to all property acquired by Borrower since the date of said financial
statements, free and clear of all Liens, except Liens specifically
referred to in said financial statements.

3.8  Financial Statements. Borrower's financial statements, including
both a balance sheet at June 30, 2000, together with supporting
schedules, and an income statement for the six (6) months ended June 30,
2000 , have heretofore been furnished to Bank, are true and complete, and
fairly represent Borrower's financial condition for the period covered
thereby. Since June 30, 2000, there has been no material adverse change
in Borrower's financial condition or operations.

3.9  Litigation. There is no litigation or proceeding pending or
threatened against Borrower or any of its property which is reasonably
likely to affect the financial condition, property or business of
Borrower in a materially adverse manner or result in liability in excess
of Borrower's insurance coverage.

<PAGE>
3.10  ERISA. Borrower's defined benefit pension plans (as defined in the
Employee Retirement Income Security Act of 1974, as amended ("ERISA")),
meet, as of the date hereof, the minimum funding standards of Section 302
of ERISA, and no Reportable Event or Prohibited Transaction as defined in
ERISA has occurred with respect to any such plan.

3.11  Regulation U. No action has been taken or is currently planned by
Borrower, or any agent acting on its behalf, which would cause this
Agreement or the Note to violate Regulation U or any other regulation of
the Board of Governors of the Federal Reserve System, or to violate the
Securities and Exchange Act of 1934, in each case as in effect now or as
the same may hereafter be in effect. Borrower is not engaged in the
business of extending credit for the purpose of purchasing or carrying
margin stock as one of its important activities and, except as may be
expressly agreed to and documented between Borrower and Bank, none of the
proceeds of the Loan will be used directly or indirectly for such
purpose.

3.12  No Event of Default. Borrower is not now in default in the payment
of any of its material obligations, and there exists no Event of Default,
and no condition, event or act which with notice or lapse of time, or
both, would constitute an Event of Default.

3.13  Continuing Representations and Warranties. The foregoing
representations and warranties shall be considered to have been made
again at and as of the date of each and every Loan disbursement and shall
be true and correct as of each such date.


                     SECTION 4. AFFIRMATIVE COVENANTS

Until all sums payable pursuant to this Agreement, the Note and the other
Loan Documents have been paid in full, unless Bank otherwise consents in
writing, Borrower agrees that:

4.1  Use of Proceeds. Borrower will use the proceeds of the Loan only as
provided in Section 1 above.

4.2  Payment of Obligations. Borrower will pay and discharge promptly all
taxes, assessments and other governmental charges and claims levied or
imposed upon it or its property, or any part thereof; provided, however,
that Borrower shall have the right in good faith to contest any such
taxes, assessments, charges or claims and, pending the outcome of such
contest, to delay or refuse payment thereof provided that adequately
funded reserves are established by it to pay and discharge any such
taxes, assessments, charges and claims.

4.3  Maintenance of Existence. Borrower will maintain and preserve its
existence, its assets, and all rights, franchises, licenses and other
authority necessary for the conduct of its business, and will maintain
and preserve its property, equipment and facilities in good order,
condition and repair. Bank may, at reasonable times, visit and inspect
any of Borrower's properties.

4.4  Records. Borrower will keep and maintain full and accurate accounts
and records of its operations in accordance with GAAP and will permit
Bank, at Borrower's expense, to have access thereto, to make examination
and photocopies thereof, and to make audits of Borrower's accounts and
records and Bank's collateral during regular business hours.

4.5  Information Furnished. Borrower will furnish to Bank:

     (a)  Within Sixty (60) days after the close of each fiscal quarter,
          except for the final quarter of each fiscal year, its unaudited
          balance sheet as of the close of such fiscal quarter, its
          unaudited income and expense statement with year-to-date totals
          and supportive schedules, and its statement of retained
          earnings for that fiscal quarter, all prepared in accordance
          with GAAP;

<PAGE>

     (b)  Within One Hundred Twenty (120) days after the close of each
          fiscal year, a copy of its statement of financial condition
          including at least its balance sheet as of the close of such
          fiscal year and its income and expense statement, and its
          retained earnings statement for such fiscal year, examined and
          prepared on an audited basis by independent certified public
          accountants selected by Borrower and reasonably satisfactory to
          Bank, in accordance with GAAP along with any management letter
          provided by such accountants;

     (c)  Give Notice to Bank within Fifteen (15) days of any guaranty
          issued obligating Borrower or Guarantors.

     (d)  Prompt written notice to Bank of any Event of Default or breach
          under any of the terms or provisions of this Agreement or any
          other Loan Document, any litigation which  would have a
          material adverse effect on Borrower's financial condition, and
          any other matter which has resulted in, or is likely to result
          in, a material adverse change in Borrower's financial condition
          or operations;

     (e)  Prior written notice to Bank of any change in Borrower's
          officers and other senior management, Borrower's name, and the
          location of Borrower's assets, principal place of business or
          chief executive office;

     (f)  Copies of any amendments to Borrower's loan documents with
          Wells Fargo Bank;

     (g)  Within fifteen (15) days after Borrower knows or has reason to
          know that any Reportable Event or Prohibited Transaction (as
          defined in ERISA) has occurred with respect to any defined
          benefit pension plan of Borrower, a statement of an authorized
          officer of Borrower describing such event or condition and the
          action, if any, which Borrower proposes to take with respect
          thereto;

     (h)  Give written notice at least Thirty (30) days prior to the
          proposed closing date of any acquisition in excess of Eight
          Million Dollars ($8,000,000), providing a description of the
          business or assets to be acquired and the terms of the
          acquisition; and

     (i)  Such other financial statements and information as Bank may
          reasonably request from time to time.

4.6  Tangible Net Worth. Borrower will at all times maintain Tangible Net
Worth of not less than One Hundred Forty Five Million One Hundred and
Four Thousand Dollars ($145,104,000) increasing by Fifty percent (50%) of
Borrower's positive net profit after taxes, if any, for each fiscal
quarter ending on or after June 30, 2000. "Tangible Net Worth" means
Borrower's net worth increased by indebtedness subordinated to Bank in
form and substance satisfactory to Bank, and decreased by patents,
licenses, trademarks, trade names, goodwill and other similar intangible
assets, organizational expenses, security deposits, prepaid costs and
expenses and monies due from affiliates (including officers, shareholders
and directors).

4.7  Adjusted Total Liabilities to Tangible Net Worth. Borrower will at
all times maintain a ratio of Adjusted Total Liabilities to Tangible Net
Worth of not greater than 1.5:1.0.  "Adjusted Total Liabilities" shall
mean total liabilities plus all guarantees and similar contingent
liabilities of Borrower and Guarantors.

<PAGE>
4.8  Profit From Operations. Borrower will achieve net profit from
operations, as defined by generally accepted accounting principles, of
any positive amount for each fiscal year.

4.9  Cash Flow Ratio. Borrower will maintain a ratio of Cash Flow to Debt
Service of not less than 1.5:1.0 as of the close of each fiscal year.
"Cash Flow" means net profit after taxes to which interest, net of
capitalized interest, depreciation, amortization and other noncash
expenses are added for the twelve (12) month period immediately preceding
the date of calculation. "Debt Service" shall mean interest expenses plus
prior period current portion of long-term debt, including subordinated
debt payments.

4.10  Insurance. Borrower will keep all of its insurable property,
whether real, personal or mixed, insured by companies approved by Bank,
against fire and such other risks, and in such amounts as is customarily
obtained by companies conducting similar business with respect to like
properties.

4.11  Additional Requirements. Upon Bank's demand, Borrower will promptly
take such further action and execute all such additional documents and
instruments in connection with this Agreement and the other Loan
Documents as Bank in its reasonable discretion deems necessary, and
promptly supply Bank with such other information concerning its affairs
as Bank may request from time to time.

4.12  Litigation and Attorneys' Fees. Upon Bank's demand, Borrower will
promptly pay to Bank reasonable attorneys' fees, including the reasonable
estimate of the allocated costs and expenses of in-house legal counsel
and staff, and all costs and other expenses paid or incurred by Bank in
collecting, modifying or compromising the Loan or in enforcing or
exercising its rights or remedies created by, connected with or provided
for in this Agreement and the other Loan Documents. If any judicial
action, arbitration or other proceeding is commenced, only the prevailing
party shall be entitled to attorneys' fees and court costs.

4.13  Bank Expenses. Upon Bank's request, Borrower will pay or reimburse
Bank for all costs, expenses and fees incurred by Bank in preparing and
documenting this Agreement and the Loan, and all amendments and
modifications to any Loan Documents, including but not limited to all
filing and recording fees, costs of appraisals, insurance and attorneys'
fees, including the reasonable estimate of the allocated costs and
expenses of in-house legal counsel and staff.

<PAGE>
                       SECTION 5. NEGATIVE COVENANTS

Until all sums payable pursuant to this Agreement, the Note and the other
Loan Documents have been paid in full, unless Bank otherwise consents in
writing, Borrower agrees that:

5.1  Liens. Borrower will not create, assume or suffer to exist any Lien
on any of its property, whether real, personal or mixed, now owned or
hereafter acquired, or upon the income or profits thereof, except (a)
Liens in favor of Bank, (b) Liens for taxes not delinquent and taxes and
other items being contested in good faith, (c) minor encumbrances and
easements on real property which do not affect its market value, (d)
existing Liens on Borrower's personal property, and (e) future purchase
money security interests encumbering only the personal property
purchased.

5.2  Other Indebtedness.  Create, incur, assume or permit to exist any
indebtedness or liabilities resulting from borrowings, loans or advances,
whether secured or unsecured, matured or unmatured, liquidated or
unliquidated, joint or several, except (a) the liabilities of Borrower to
Bank; (b) trade debt incurred by Borrower in the normal course of its
business; (c) the existing liabilities of Borrower disclosed to Bank on
its financial statement referenced in Section 3.8 hereof; (d)
indebtedness arising under existing real estate secured loans, provided
however that such indebtedness shall not exceed the lesser of (i) One
Hundred percent (100%) of the aggregate purchase price of such real
property as valued; or (ii) the aggregate appraised value of such real
estate  collateral; (e) unsecured indebtedness of Borrower to Wells Fargo
Bank in an aggregate amount not to exceed Nine Million and Two Hundred
Thousand Dollars ($9,200,000); and (f) unsecured indebtedness of
subsidiaries in an aggregate amount not to exceed Ten Million Dollars
($10,000,000).

5.3  Sale of Assets, Liquidation or Merger. Borrower will not liquidate,
dissolve or enter into any consolidation, merger, partnership or other
combination, or convey, sell or lease all or the greater part of its
assets or business, or purchase or lease all or the greater part of the
assets or business of another.

5.4  Loans, Advances and Guaranties. Borrower will not, except in the
ordinary course of business as currently conducted, make any loans or
advances, become a guarantor or surety, or pledge its credit or
properties; except for amounts not in excess of Twenty Five Million
Dollars ($25,000,000) in the aggregate.

5.5  Acquisition.  Borrower will not make any acquisitions or acquire any
net assets, other than fixed or capital assets acquired in the normal
course of business, in excess of Twenty Million Dollars ($20,000,000) in
any fiscal year.

5.6  Payment of Dividends. Borrower will not declare or pay any
dividends, other than dividends payable solely in its own common stock,
or authorize or make any other distribution with respect to any of its
stock now or hereafter outstanding.

5.7  Redemption of Stock.  Borrower will not redeem or retire any share
of its capital stock for value.

5.8  Affiliate Transactions. Borrower will not transfer any property to
any affiliate, except for value received in the normal course of business
and for an amount, including any management or service fee(s), as would
be conducted and charged with an unrelated or unaffiliated entity.
Borrower will not pay any management fee or fee for services to any
affiliate without Bank's prior written consent.

5.9  Lease Obligations. Borrower or Subsidiary will not incur new lease
obligations as lessee which would result in aggregate lease payments for
any fiscal year exceeding Fifteen Million  Dollars ($15,000,000). Each
such lease shall be of equipment or real property needed by Borrower in
the ordinary course of its business.

<PAGE>
5.10  Borrower will not amend, alter, supplement or otherwise modify the
terms of Guarantor's existing indebtedness to Wells Fargo Bank, N.A.

5.11  Borrower will not transfer the proceeds of any loan or advance
hereunder, or any other asset of Borrower to any affiliate or Guarantor,
unless such transfer is evidenced by a valid and enforceable instrument
or statement or account.


                       SECTION 6. EVENTS OF DEFAULT

The occurrence of any of the following events ("Events of Default") shall
terminate any obligation of Bank to make or continue the Loan and shall
automatically, unless otherwise provided under the Note, make all sums of
interest and principal and any other amounts owing under the Loan
immediately due and payable, without notice of default, presentment or
demand for payment, protest or notice of nonpayment or dishonor, or any
other notices or demands:

6.1  Borrower shall default in the due and punctual payment of the
principal of or the interest on the Note or on any amounts owing under
any of the Loan Documents;

6.2  Any default shall occur under the Note;

6.3  Borrower shall default in the due performance or observance of any
covenant or condition of the Loan Documents;

6.4  Any guaranty or subordination agreement required hereunder shall be
breached or becomes ineffective, or any Guarantor or subordinating
creditor shall die, disavow or attempt to revoke or terminate such
guaranty or subordination agreement; or

6.5  There shall be a change in ownership or control of ten percent (10%)
or more of the equity interests in Borrower or any Guarantor.


                      SECTION 7. GENERAL PROVISIONS

7.1  Additional Remedies. The rights, powers and remedies given to Bank
hereunder shall be cumulative and not alternative and shall be in
addition to all rights, powers and remedies given to Bank by law against
Borrower or any other person or entity including but not limited to
Bank's rights of setoff and banker's lien.

7.2  Nonwaiver. Any forbearance or failure or delay by Bank in exercising
any right, power or remedy hereunder shall not be deemed a waiver thereof
and any single or partial exercise of any right, power or remedy shall
not preclude the further exercise thereof. No waiver shall be effective
unless it is in writing and signed by an officer of Bank.

7.3  Inurement. The benefits of this Agreement and the other Loan
Documents shall inure to the successors and assigns of Bank and the
permitted successors and assigns of Borrower, but any attempted
assignment by Borrower without Bank's prior written consent shall be null
and void.

7.4  Applicable Law. This Agreement and the other Loan Documents shall be
governed by and construed according to the laws of the State of
California.

<PAGE>
7.5  Severability. Should any one or more provisions of this Agreement or
any other Loan Document be determined to be illegal or unenforceable, all
other provisions of such document shall nevertheless be effective.

7.6  Controlling Document. In the event of any inconsistency between the
terms of this Agreement and any other Loan Document, the terms of the
other Loan Document shall prevail.

7.7  Construction. The section and subsection headings herein are for
convenient reference only and shall not limit or otherwise affect the
interpretation of this Agreement.

7.8  Amendments. This Agreement may be amended only in writing signed by
all parties hereto.

7.9  Counterparts. Borrower and Bank may execute one or more counterparts
to this Agreement, each of which shall be deemed an original, but all
such counterparts when taken together, shall constitute one and the same
agreement.

7.10  Notices. Any notices or other communications provided for or
allowed hereunder shall be effective only when given by one of the
following methods and addressed to the parties at their respective
addresses and shall be considered to have been validly given (a) upon
delivery, if delivered personally, (b) upon receipt, if mailed, first
class postage prepaid, with the United States Postal Service, (c) on the
next business day, if sent by overnight courier service of recognized
standing, or (d) upon telephoned confirmation of receipt, if telecopied.
The addresses to which notices or demands are to be given may be changed
from time to time by notice delivered as provided above.

7.11  Integration Clause. Except for the other Loan Documents, this
Agreement constitutes the entire agreement between Bank and Borrower
regarding the Loan, and all prior oral or written communications between
Borrower and Bank shall be of no further effect or evidentiary value.

<PAGE>
THIS AGREEMENT is executed on behalf of the parties by their duly
authorized representative(s) as of the date first above written.



Union Bank of California, N.A.

By:
    ------------------------------

----------------------------------


Address:

Two Walnut Creek Center
200 Pringle Avenue, Suite 260
Walnut Creek, CA  94596
Telephone: (925) 947-2428
Facsimile: (925) 947-2424


Simpson Manufacturing Co., Inc.

By: /s/MICHAEL J. HERBERT
    ------------------------------

Title: CFO
       ---------------------------

By: /s/THOMAS J FITZMYERS
    ------------------------------

Title: PRESIDENT
       ---------------------------

Address:

4637 Chabot Drive, Suite 200
Pleasanton, CA  94588
Telephone: (925) 560-9000
Facsimile: (925) 833-1499

Acknowledged by Guarantors:

Simpson Strong-Tie Company, Inc.


By: /s/MICHAEL J. HERBERT
    ------------------------------

Title: CFO
       ---------------------------


By:
    ------------------------------

Title:
       ---------------------------


Simpson Dura-Vent Company, Inc.


By: /s/MICHAEL J. HERBERT
    ------------------------------

Title: CFO
       ---------------------------


By:
    ------------------------------

Title:
       ---------------------------


<PAGE>
COMMERCIAL PROMISSORY NOTE

$13,800,000.00                      Effective as of November 10, 2000

Each signer of this Note ("Borrower") promises to pay to the order of
UNION BANK OF CALIFORNIA, N.A. ("Bank") at its East Bay Commercial
Banking office, or at such other place as Bank may designate in writing,
in lawful money of the United States of America, the principal sum of
THIRTEEN MILLION EIGHT HUNDRED THOUSAND AND NO/100 DOLLARS
($13,800,000.00), or so much thereof as is disbursed under the Loan
Agreement defined below, together with interest on the balance of such
principal from time to time outstanding, at the per annum rate or rates
and at the times set forth below.  From the date of this Note through
November 1, 2001, Borrower may borrow, repay and reborrow principal, each
advance in the minimum amount of FIFTY THOUSAND AND NO/100 DOLLARS
($50,000.00) and subject to all limitations, terms and conditions
contained herein and in any Loan Documents (as defined below) provided,
however, that the outstanding principal balance of this Note shall at no
time exceed the maximum principal amount stated above.

1.   INTEREST PAYMENTS.  Interest shall be payable on the first day of
each consecutive month beginning the first such date after the first
advance under this Note, and continuing through October 1, 2001, plus a
final instalment equal to the entire unpaid principal balance and all
accrued and unpaid interest on November 1, 2001.

Notwithstanding the foregoing, however, if on November 1, 2001, Borrower
is in compliance with all terms and conditions of this Note and any Loan
Documents and no Event of Default (as defined below) has occurred and is
continuing, Bank agrees to convert the then outstanding principal balance
of this Note ("Principal Balance") to a term loan.  The term loan
evidenced by this Note shall bear interest at the per annum rate or rates
and at the times set forth below and shall be payable as follows.  The
period from the date of this Note through November 1, 2001 is the
"Revolving Period", and if the term loan is made, the period December 1,
2001 through November 1, 2006 is the "Term Period".

     Interest shall be payable on the first day of each consecutive month
     beginning December 1, 2001, and continuing through October 1, 2006.
     Principal shall be payable in fifty-nine (59) consecutive monthly
     instalments each in an amount equal to 1/60th of the Principal
     Balance, beginning December 1, 2001 and continuing on the first day
     of each consecutive month through October 1, 2006, plus a sixtieth
     (60th) and final instalment equal to the entire unpaid principal
     balance and all accrued and unpaid interest on November 1, 2006.

     (a)  BASE INTEREST RATE.  At Borrower's option, amounts outstanding
     hereunder in increments of at least ONE HUNDRED FIFTY THOUSAND AND
     NO/100 DOLLARS ($150,000.00) shall bear interest at a rate, based on
     an index selected by Borrower, which rate shall be equal to Bank's
     LIBOR Rate for the Interest Period selected by Borrower plus the
     Applicable Margin, which rate plus the Applicable Margin is to be
     quoted to Borrower by Bank upon Borrower's request on a Business
     Day, and may only be accepted at the time quoted.

     No Base Interest Rate may be changed, altered or otherwise modified
     until the expiration of the Interest Period selected by Borrower.
     The exercise of interest rate options by Borrower shall be as
     recorded in Bank's records, which records shall be prima facie
     evidence of the amount borrowed under either interest option and the
     interest rate; provided, however, that failure of Bank to make any
     such notation in its records shall not discharge Borrower from its
     obligations to repay in full with interest all amounts borrowed.  In
     no event shall any Interest Period extend beyond the Maturity Date.

<PAGE>
     To select an Interest Period, Borrower may, from time to time with
     respect to principal outstanding on which a Base Interest Rate is
     not accruing, and on the expiration of any Interest Period with
     respect to principal outstanding on which a Base Interest Rate has
     been accruing, select an index offered by Bank for a Base Interest
     Rate Loan and an Interest Period by telephoning an authorized
     lending officer of Bank located at the banking office identified
     below prior to 10:00 a.m., Pacific time, on any Business Day and
     advising that officer of the selected index, the Interest Period and
     the Origination Date selected.

     Bank will confirm the Interest Period selected by Borrower promptly
     after the selection is made.  Failure to send such confirmation
     shall not affect Bank's rights to collect interest at the rate
     selected.  If, on the date of the selection, the index is
     unavailable for any reason, the selection shall be void.  Bank
     reserves the right to fund the principal from any source of funds
     notwithstanding any Base Interest Rate selected by Borrower.

     (b)  VARIABLE INTEREST RATE.  All principal outstanding hereunder
     which is not bearing interest at a Base Interest Rate shall bear
     interest at a rate per annum equal to the Reference Rate minus (i)
     .50% during the Revolving Period and (ii) .375% during the Term
     Period, which rate shall vary as and when the Reference Rate changes
     ("Variable Interest Rate"); provided, however, that the Variable
     Interest Rate under this Note shall be at no time less than the
     Adjusted Term Fed Funds Rate plus .50% per annum.

2.   INTEREST RATE FOLLOWING DEFAULT.  In the event of default, at the
     option of Bank, and, to the extent permitted by law, interest shall
     be payable on the outstanding principal under this Note at a per
     annum rate equal to five percent (5%) in excess of the interest rate
     specified in paragraph 1(b), above, calculated from the date of
     default until all amounts payable under this Note are paid in full.

3.   PREPAYMENT

     (a)  Amounts outstanding under this note bearing interest at a rate
     based on the Reference Rate may be prepaid in whole or in part at
     any time, without penalty or premium.  Debtor may prepay amounts
     outstanding under this note bearing interest at a Base Interest Rate
     in whole or in part provided Debtor has given Bank not less than
     five (5) Business Days prior written notice of Debtor's intention to
     make such prepayment and pays to Bank prepayment fee due as a
     result.  The prepayment fee shall also be paid, if Bank, for any
     other reason, including acceleration or foreclosure, receives all or
     any portion of principal bearing interest at a Base Interest Rate
     prior to its scheduled payment date.  The prepayment fee shall be an
     amount equal to the present value of the product of:  (i) the
     difference (but not less than zero) between (a) the Base Interest
     Rate applicable to the principal amount which is being prepaid, and
     (b) the return which Bank could obtain if it used the amount of such
     prepayment of principal to purchase at bid price regularly quoted
     securities issued by the United States having a maturity date most
     closely coinciding with the relevant Base Rate Maturity Date and
     such securities were held by Bank until the relevant Base Rate
     Maturity Date ("Yield Rate"); (ii) a fraction, the numerator of
     which is the number of days in the period between the date of
     prepayment and the relevant Base Rate Maturity Date and the
     denominator of which is 360; and (iii) the amount of the principal
     so prepaid (except in the event that principal payments are required
     and have been made as scheduled under the terms of the Base Interest
     Rate Loan being prepaid, then an amount equal to the lesser of (A)

<PAGE>
     the amount prepaid or (B) 50% of the sum of (1) the amount prepaid
     and (2) the amount of principal scheduled under the terms of the
     Base Interest Rate Loan being prepaid to be outstanding at the
     relevant Base Rate Maturity Date).  Present value under this note
     is determined by discounting the above product to present value
     using the Yield Rate as the annual discount factor.

     (b)  In no event shall Bank be obligated to make any payment or
     refund to Debtor, nor shall Debtor be entitled to any setoff or
     other claim against Bank, should the return which Bank could obtain
     under this prepayment formula exceed the interest that Bank would
     have received if no prepayment had occurred.  All prepayments shall
     include payment of accrued interest on the principal amount so
     prepaid and shall be applied to payment of interest before
     application to principal.  A determination by Bank as to the
     prepayment fee amount, if any, shall be conclusive.

     (c)  Bank shall provide Debtor a statement of the amount payable on
     account of prepayment.  Debtor acknowledges that (i) Bank
     establishes a Base Interest Rate upon the understanding that it
     apply to the Base Interest Rate Loan for the entire Interest Period,
     and (ii) Bank would not lend to Debtor without Debtor's express
     agreement to pay Bank the prepayment fee described above.


     initials MJH
              _________________________    __________________________

4.   DEFAULT AND ACCELERATION OF TIME FOR PAYMENT.  The occurrence of any
of the following shall constitute a default under this Note: (a) the
failure of Borrower to make any payment required under this Note when
due; (b) any breach, misrepresentation or other default by Borrower, any
guarantor, co-maker, endorser, or any person or entity other than
Borrower providing security or other support for this Note (each,
together with Borrower an "Obligor") under any agreement with Bank; or
any person shall fail to perform its obligations under the terms of any
promissory Note, contract or other obligation that is held by Bank as
collateral or support for the obligations evidenced by this Note; (c) the
insolvency of any Obligor or the failure of any Obligor generally to pay
such Obligor's debts as such debts become due; (d) the commencement as to
any Obligor of any voluntary or involuntary proceeding under any laws
relating to bankruptcy, insolvency, reorganization, arrangement, debt
adjustment or debtor relief; (e) the assignment by any Obligor for the
benefit of such Obligor's creditors; (f) the appointment, or commencement
of any proceeding for the appointment of a receiver, trustee, custodian
or similar official for, or a transfer of, all or substantially all of
any Obligor's property; (g) the commencement of any proceeding for the
dissolution or liquidation of any Obligor; (h) the termination of
existence or death of any Obligor; (i) the revocation or termination of
any document, instrument or writing given in connection with this Note;
(j) the failure of any Obligor to comply with any order, judgment,
injunction, decree, writ or demand of any court or other public
authority; (k) the filing or recording against any Obligor, or the
property of any Obligor, of any notice of levy, notice to withhold, or
other legal process for taxes; (l) the default by any Obligor on any
obligation concerning the borrowing of money; (m) the issuance against
any Obligor, or the property of any Obligor, of any writ of attachment,
execution, or other judicial lien; (n) Any employee benefit plan of any
Obligor ("Plan") subject to the Employee Retirement Income Security act
of 1974 ("ERISA") or any successor thereto shall be terminated pursuant
to ERISA, a trustee shall be appointed to administrator any Plan, the
Pension Benefit Guaranty Corporation shall institute proceedings to
terminate any Plan, or any Plan shall fail to satisfy the minimum funding
standard for such Plan for a plan year as established by the Internal
Revenue Code, as amended from time to time; or (o) Any governmental
authority shall take any action, or any other event shall occur, which,
in the judgment of Bank, might have a material adverse effect on the
financial condition or business of any Obligor.  Upon the occurrence of
any such default, Bank, in its discretion, may (i) cease to advance funds

<PAGE>
under this Note, (ii) may declare all obligations under this Note
immediately due and payable; or (iii) exercise any other right or remedy
available under contract or applicable law; provided however, upon the
occurrence of an event of default under subsections c, d, e, f, or g, all
principal and interest shall automatically become immediately due and
payable.

5.   ADDITIONAL AGREEMENTS OF BORROWER.  If any amounts owing under this
Note are not paid when due, Borrower promises to pay all costs and
expenses, including reasonable attorneys' fees, incurred by Bank in the
collection or enforcement of this Note. Borrower, for the maximum period
of time and the full extent permitted by law, (a) waives diligence,
presentment, demand, notice of nonpayment, protest, notice of protest,
and notice of every kind; and (b) waives the right to assert the defense
of any statute of limitations to any obligation under this Note.  If this
Note is signed by more than one party, the term "Borrower" includes each
of the undersigned, whose liability shall be joint and several.  The
receipt of any check or other item of payment by Bank, at its option,
shall not be considered a payment on account until such check or other
item of payment is honored Bank may delay the credit of such payment
based upon Bank's schedule of funds availability, and interest under this
Note shall accrue until the funds are deemed collected.  In any action
brought under or arising out of this Note, Borrower hereby consents to
the jurisdiction of any competent court within the State of California
and consents to service of process by any means authorized by this
state's law. This Note shall be construed in accordance with and governed
by the laws of the State referred to in this Section.  This Note hereby
incorporates any alternative dispute resolution agreement previously,
concurrently or hereafter executed between Borrower and Bank.  The
benefits of this Note shall inure to the successors and assigns of Bank
and the permitted successors and assignees of Borrower, provided that
Borrower may not assign or transfer Borrower's obligations under this
Note without Bank's prior written consent.

Bank reserves the right to sell, assign or transfer its rights and duties
under this Note in whole or in part without notice to Borrower.  In that
connection, Bank may disclose all documents and information which Bank
may have pertaining to this Note, any Obligor or any Obligor's business.

6.   DEFINITIONS.  As used herein, the following terms shall have the
meanings respectively set forth below: "Adjusted Term Fed Funds Rate"
means the rate determined by Bank to be the per annum rate at which Bank
can acquire term Federal funds deposits for a term corresponding to the
Interest Period applicable to the Bank's advance to Borrower, and for an
amount equal to the amount of principal covered by Borrower's Base
Interest Rate election, and adjusted to Bank's costs.  "Applicable
Margin" means the following percent per annum for the following periods:
(a) During the Revolving Period, plus (i) one percent (1.0%) per annum
from the date of this Note to but excluding the date of any change in
such interest rate margin required by a change in the ratio of Debtor's
Adjusted Total Liabilities to Tangible Net Worth as provided for in this
definition of Applicable Margin:  (ii) three-quarters of one percent
(.75%) per annum, effective on the first day of the month following the
month in which Bank receives a financial statement (required by the Loan
Agreement) from Debtor ("Financial Statement") demonstrating that the

<PAGE>
ratio of Debtor's Adjusted Total Liabilities to Tangible Net Worth for
the fiscal quarter covered thereby was less than 0.50 to 1.00 (provided
that for the purposes of this definition of Applicable Margin, the term "
effective on the first day of the month following the month in which Bank
receives a Financial Statement" shall be deemed to be "effective on the
first day of the Interest Period following the Interest Period in which
Bank receives a Financial Statement" during such time as any outstanding
principal balance of this Note bears interest at a rate based on the
LIBOR Rate), (iii) seven-eighths percent (.875%) per annum, effective on
the first day of the month following the month in which Bank receives a
Financial Statement from Debtor demonstrating that the ratio of Debtor's
Adjusted Total Liabilities to Tangible Net Worth for the fiscal quarter
covered thereby was less than or equal to 1.00 to 1.00, but equal to or
greater than 0.50 to 1.00 and (iv) one percent (1.0%) per annum,
effective on the first day of the month following the month in which Bank
receives a Financial Statement from Debtor demonstrating that the ratio
of Debtor's Adjusted Total Liabilities to Tangible Net Worth for the
fiscal quarter covered thereby was greater than 1.00 to 1.00; (b) during
the Term Period, plus (i) one and one-eighth percent (1.125%) per annum
from the date of this Note to but excluding the date of any change in
such interest rate margin required by a change in the ratio of Debtor's
Adjusted Total Liabilities to Tangible Net Worth as provided for in this
definition of Applicable Margin: (ii) seven-eighths of one percent
(.875%) per annum, effective on the first day of the month following the
month in which Bank receives a Financial Statement from Debtor
demonstrating that the ratio of Debtor's Adjusted Total Liabilities to
Tangible Net Worth for the fiscal quarter covered thereby was less than
0.50 to 1.00, (iii) one percent (1.0%) per annum, effective on the first
day of the month following the month in which Bank receives a Financial
Statement from Debtor demonstrating that the ratio of Debtor's Adjusted
Total Liabilities to Tangible Net Worth for the fiscal quarter covered
thereby was less than or equal to 1.00 to 1.00, but equal to or greater
than 0.50 to 1.00 and (iv) one one-eighths percent (1.125%) per annum,
effective on the first day of the month following the month in which Bank
receives a Financial Statement from Debtor demonstrating that the ratio
of Debtor's Adjusted Total Liabilities to Tangible Net Worth for the
fiscal quarter covered thereby was greater than 1.00 to 1.00; provided,
however, that (x) if at any time there exists a default under this note
or the Loan Agreement, or any event has occurred which, with notice or
the lapse of time, or both, would become a default under this note or the
Loan Agreement, or (y) if Debtor fails to deliver any Financial Statement
to Bank within the required time period set forth in the Loan Agreement,
then the ratio of Debtor's Adjusted Total Liabilities to Tangible Net
Worth for the fiscal quarter covered thereby shall be deemed to be
greater than 1.00 to 1.00 until such default or unmatured default is
cured or otherwise waived by Bank or such Financial Statement is
delivered to Bank, as the case may be; and provided further, however,
that the Applicable Margin shall never be a negative number.  "Base
Interest Rate" means a rate of interest based on the LIBOR Rate.  "Base
Interest Rate Loan" means amounts outstanding under this note that bear
interest at a Base Interest Rate.  "Base Rate Maturity Date" means the
last day of the Interest Period with respect to principal outstanding
under a Base Interest Rate Loan.  "Business Day" means a day on which
Bank is open for business for the funding of corporate loans, and, with
respect to the rate of interest based on the LIBOR Rate, on which
dealings in U.S. dollar deposits outside of the United States may be
carried on by Bank.  "Interest Period" means with respect to funds
bearing interest at a rate based on the LIBOR Rate, any calendar period
of one, two or three weeks or one, two, three, four, five, six, nine or
twelve months.  In determining an Interest Period, a month means a period
that starts on one Business Day in a month and ends on and includes the
day preceding the numerically corresponding day in the next month.  For
any month in which there is no such numerically corresponding day, then
as to that month, such day shall be deemed to be the last calendar day of
such month.  Any Interest Period which would otherwise end on a non-
Business Day shall end on the next succeeding Business Day unless that is
the first day of a month, in which event such Interest Period shall end
on the next preceding Business Day.  "LIBOR Rate" means a per annum rate
of interest (rounded upward, if necessary, to the nearest 1/100 of 1%) at
which dollar deposits, in immediately available funds and in lawful money
of the United States would be offered to Bank, outside of the United
States, for a term coinciding with the Interest Period selected by Debtor
and for an amount equal to the amount of principal covered by Debtor's
interest rate selection, plus Bank's costs, including the cost, if any,
of reserve requirements. "Loan Agreement" shall mean that certain Loan
Agreement dated as of November 10, 2000 by and between Debtor and
Bank, as at any time amended, supplemented or otherwise modified or
further restated.  Capitalized terms not otherwise defined in this Note
shall have the meanings provided in the Loan Agreement.  "Origination

<PAGE>
Date" means the first day of each Interest Period.  "Reference Rate"
means the rate announced by Bank from time to time at its  corporate
headquarters as its Reference Rate.  The Reference Rate is an index rate
determined by Bank from time to time as a means of pricing certain
extensions of credit and is neither directly tied to any external rate of
interest or index nor necessarily the lowest rate of interest charged by
Bank at any given time.


SIMPSON MANUFACTURING CO., INC.,
a California corporation

By: /s/MICHAEL J. HERBERT
    --------------------------------

Title: CFO
       -----------------------------

By: /s/THOMAS J FITZMYERS
    --------------------------------

Title: PRESIDENT
       -----------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-11
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>COMPUTATION RE EARNINGS PER SHARE
<TEXT>




<TABLE>
<CAPTION>

                            SIMPSON MANUFACTURING CO., INC. AND SUBSIDIARIES
                                COMPUTATION OF EARNINGS PER COMMON SHARE
                                              (UNAUDITED)

                                               EXHIBIT 11
                                               ----------

                                       BASIC EARNINGS PER SHARE

                                              Three Months Ended               Nine Months Ended
                                                 September 30,                   September 30,
                                         ----------------------------    ----------------------------
                                             2000            1999            2000            1999
                                         ------------    ------------    ------------    ------------
<S>                                      <C>             <C>             <C>             <C>
Weighted average number of common
shares outstanding                         12,048,205      11,968,123      12,037,015      11,777,481
                                         ============    ============    ============    ============

Net income                               $ 11,465,164    $ 11,116,527    $ 32,065,110    $ 28,837,686
                                         ============    ============    ============    ============

Basic net income per share               $       0.95    $       0.93    $       2.66    $       2.45
                                         ============    ============    ============    ============

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                            SIMPSON MANUFACTURING CO., INC. AND SUBSIDIARIES
                                COMPUTATION OF EARNINGS PER COMMON SHARE
                                              (UNAUDITED)

                                               EXHIBIT 11
                                               ----------

                                       DILUTED EARNINGS PER SHARE

                                              Three Months Ended               Nine Months Ended
                                                 September 30,                   September 30,
                                         ----------------------------    ----------------------------
                                             2000            1999            2000            1999
                                         ------------    ------------    ------------    ------------
<S>                                      <C>             <C>             <C>             <C>
Weighted average number of common
shares outstanding                         12,048,205      11,968,123      12,037,015      11,777,481

Shares issuable pursuant to employee
stock option plans, less shares
assumed repurchased at the average
fair value during the period                  282,350         339,690         269,985         436,664

Shares issuable pursuant to the
independent director stock option
plan, less shares assumed repurchased
at the average fair value during the
period                                          4,641           4,096           4,193           3,905
                                         ------------    ------------    ------------    ------------

Number of shares for computation of
diluted net income per share               12,335,196      12,311,909      12,311,193      12,218,050
                                         ============    ============    ============    ============


Net income                               $ 11,465,164    $ 11,116,527    $ 32,065,110    $ 28,837,686
                                         ============    ============    ============    ============

Diluted net income per share             $       0.93    $       0.90    $       2.60    $       2.36
                                         ============    ============    ============    ============

</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>FINANCIAL DATA SCHEDULE
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Condensed Consolidated Balance Sheet at September 30, 2000, (Unaudited)
and the Condensed Consolidated Statement of Operations for the three
months ended September 30, 2000, (Unaudited) and is qualified in its
entirety by reference to such financial statements.
</LEGEND>

<S>                              <C>
<PERIOD-TYPE>                    9-MOS
<FISCAL-YEAR-END>                           DEC-31-2000
<PERIOD-START>                              JAN-01-2000
<PERIOD-END>                                SEP-30-2000
<CASH>                                       62,849,064
<SECURITIES>                                          0
<RECEIVABLES>                                53,831,941
<ALLOWANCES>                                  1,695,398
<INVENTORY>                                  80,284,287
<CURRENT-ASSETS>                            203,101,850
<PP&E>                                      126,681,497
<DEPRECIATION>                               66,775,904
<TOTAL-ASSETS>                              277,678,920
<CURRENT-LIABILITIES>                        34,557,093
<BONDS>                                       2,552,075
<PREFERRED-MANDATORY>                                 0
<PREFERRED>                                           0
<COMMON>                                     43,724,580
<OTHER-SE>                                  195,784,950
<TOTAL-LIABILITY-AND-EQUITY>                277,678,920
<SALES>                                     283,489,158
<TOTAL-REVENUES>                            283,489,158
<CGS>                                       169,828,466
<TOTAL-COSTS>                               169,828,466
<OTHER-EXPENSES>                             63,038,476
<LOSS-PROVISION>                                      0
<INTEREST-EXPENSE>                                    0<F1>
<INCOME-PRETAX>                              52,716,265
<INCOME-TAX>                                 21,616,000
<INCOME-CONTINUING>                          32,065,110
<DISCONTINUED>                                        0
<EXTRAORDINARY>                                       0
<CHANGES>                                             0
<NET-INCOME>                                 32,065,110
<EPS-BASIC>                                        2.66
<EPS-DILUTED>                                      2.60
<FN>
<F1>Interest income for the six months ended September 30, 2000,
was $2,094,049.
</FN>


</TABLE>
</TEXT>
</DOCUMENT>
</SUBMISSION>
