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


                                 FORM 10-Q

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

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

               FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997

                      Commission File Number 33-55538


                       SCOTIA PACIFIC HOLDING COMPANY
           (Exact name of Registrant as specified in its charter)



           DELAWARE                          74-2652575
 (State or other jurisdiction             (I.R.S. Employer
      of incorporation or              Identification Number)
         organization)


         P. O. BOX 712                          95565
  125 MAIN STREET, 2ND FLOOR                 (Zip Code)
      SCOTIA, CALIFORNIA
     (Address of Principal
      Executive Offices)


     Registrant's telephone number, including area code: (707) 764-2330


     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 /  /

   Number of shares of common stock outstanding at April 24, 1997: 3,000


     Registrant meets the conditions set forth in General Instruction
H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with the
reduced disclosure format.

                       SCOTIA PACIFIC HOLDING COMPANY

                                   INDEX



PART I. - FINANCIAL INFORMATION                                       PAGE
     Item 1.   Financial Statements

          Balance Sheet at March 31, 1997 and December 31, 1996       3
          Statement of Income for the three months ended
               March 31, 1997 and 1996                                4
          Statement of Cash Flows for the three months ended
               March 31, 1997 and 1996                                5
          Condensed Notes to Financial Statements                     6

     Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                         11

PART II. - OTHER INFORMATION

     Item 1.   Legal Proceedings                                      13
     Item 6.   Exhibits and Reports on Form 8-K                       13
     Signatures                                                       S-1

                       SCOTIA PACIFIC HOLDING COMPANY

                               BALANCE SHEET
                         (IN THOUSANDS OF DOLLARS)


<TABLE>
<CAPTION>


                                                    MARCH 31,    DECEMBER 31,
                                                       1997          1996
                                                  ------------- -------------
                                                   (UNAUDITED)
                      ASSETS
<S>                                               <C>           <C>
Current assets:
     Cash and cash equivalents                    $      5,015  $     20,345 
     Receivables:
          Due from Pacific Lumber                        7,089         5,007 
          Accrued interest                                  80           150 
     Prepaid timber harvesting costs                     1,509         1,509 
     Other prepaid expenses and current assets              97            98 
                                                  ------------- -------------
          Total current assets                          13,790        27,109 
Timber and timberlands, net of accumulated
     depletion of $147,019 and $144,679,
     respectively                                      163,870       165,970 
Property and equipment, net of accumulated
     depreciation of $5,675 and $5,458,
     respectively                                        6,967         6,597 
Deferred financing costs, net                           14,399        14,707 
Deferred income taxes                                   31,109        31,377 
Restricted cash                                         29,765        29,967 
Other assets                                             1,302         1,139 
                                                  ------------- -------------
                                                  $    261,202  $    276,866 
                                                  ============= =============
     LIABILITIES AND DEFICIENCY IN NET ASSETS

Current liabilities:
     Due to Pacific Lumber                        $        279  $        174 
     Accrued interest                                    5,061        11,877 
     Other accrued liabilities                             852           892 
     Long-term debt, current maturities                 18,226        16,165 
                                                  ------------- ------------- 
          Total current liabilities                     24,418        29,108 
Long-term debt, less current maturities                309,192       319,965 
                                                  ------------- ------------- 
          Total liabilities                            333,610       349,073 
                                                  ------------- ------------- 
Contingencies

Deficiency in net assets:
     Common stock, $1.00 par value, 3,000 shares
          authorized and issued                              3             3 
     Excess of liabilities assumed and common
          stock issued over assets                                           
          contributed                                  (59,376)      (59,376)
     Cumulative activity since inception               (13,035)      (12,834)
                                                  ------------- ------------- 
          Total deficiency in net assets               (72,408)      (72,207)
                                                  ------------- ------------- 
                                                  $    261,202  $    276,866 
                                                  ============= ============= 

<FN>

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

</TABLE>

                       SCOTIA PACIFIC HOLDING COMPANY

                            STATEMENT OF INCOME
                         (IN THOUSANDS OF DOLLARS)


<TABLE>
<CAPTION>

                                                       THREE MONTHS ENDED
                                                           MARCH 31,
                                                  ---------------------------
                                                       1997          1996
                                                  ------------- -------------
                                                          (UNAUDITED)

<S>                                               <C>           <C>
Log sales to Pacific Lumber                       $     17,508  $     20,060 
                                                  ------------- -------------

Operating expenses:
     General and administrative                          1,705         1,583 
     Depletion and depreciation                          2,557         2,450 
                                                  ------------- -------------
                                                         4,262         4,033 
                                                  ------------- -------------

Operating income                                        13,246        16,027 

Other income (expense):
     Interest and other income                             675           723 
     Interest expense                                   (6,854)       (7,141)
                                                  ------------- -------------
Income before income taxes                               7,067         9,609 
Provision in lieu of income taxes                       (2,880)       (3,944)
                                                  ------------- -------------
Net income                                        $      4,187  $      5,665 
                                                  ============= =============

<FN>

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

</TABLE>

                       SCOTIA PACIFIC HOLDING COMPANY

                          STATEMENT OF CASH FLOWS
                         (IN THOUSANDS OF DOLLARS)


<TABLE>
<CAPTION>

                                                       THREE MONTHS ENDED
                                                           MARCH 31,
                                                  ---------------------------
                                                       1997          1996
                                                  ------------- -------------
                                                          (UNAUDITED)
<S>                                               <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                   $      4,187  $      5,665 
     Adjustments to reconcile net income to net
          cash provided by operating activities:
          Provision in lieu of income taxes              2,880         3,944 
          Depletion and depreciation                     2,557         2,450 
          Amortization of deferred financing
               costs                                       308           312 
          Increase (decrease) in cash resulting
               from changes in:
               Receivables                              (2,433)       (3,182)
               Amounts due to Pacific Lumber                 4          (704)
               Accrued interest                         (6,816)       (7,092)
               Other accrued liabilities                  (107)         (333)
          Other                                           (152)           47 
                                                  ------------- -------------
                    Net cash provided by
                         operating activities             428          1,107 
                                                  ------------- -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures                                 (248)         (470)
     Net proceeds from sale of assets                        -            32 
                                                  ------------- -------------
               Net cash used for investing
                    activities                           (248)          (438)
                                                  ------------- -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Principal payments on Timber Notes                 (8,712)       (8,493)
     Dividends paid                                     (7,000)       (8,800)
     Restricted cash withdrawals, net                      202           300 
                                                  ------------- ------------- 
               Net cash used for financing
                    activities                         (15,510)      (16,993)
                                                  ------------- ------------- 
                                                   
NET DECREASE IN CASH AND CASH EQUIVALENTS              (15,330)      (16,324)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD        20,345        21,542 
                                                  ------------- ------------- 
CASH AND CASH EQUIVALENTS AT END OF PERIOD        $      5,015  $      5,218 
                                                  ============= ============= 

SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND
     FINANCING ACTIVITIES:
     Assumption of net tax liabilities by Pacific
          Lumber                                  $      2,612  $      3,649 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Interest paid                                $     13,362  $     13,921 

<FN>

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

</TABLE>

                       SCOTIA PACIFIC HOLDING COMPANY

                  CONDENSED NOTES TO FINANCIAL STATEMENTS
                         (IN THOUSANDS OF DOLLARS)


1.        GENERAL

          The information contained in the following notes to the financial
statements is condensed from that which would appear in the annual
financial statements; accordingly, the financial statements included herein
should  be reviewed in conjunction with the financial statements and
related notes thereto contained in the Annual Report on Form 10-K filed by
Scotia Pacific Holding Company (the "Company") with the Securities and
Exchange Commission for the fiscal year ended December 31, 1996 (the "Form
10-K").  Any capitalized terms used but not defined in these Condensed
Notes to Financial Statements have the same meaning given to them in the
Form 10-K.  Accounting measurements at interim dates inherently involve
greater reliance on estimates than at year end.  The results of operations
for the interim periods presented are not necessarily indicative of the
results to be expected for the entire year.

          The financial statements included herein are unaudited; however,
they include all adjustments of a normal recurring nature which, in the
opinion of management, are necessary to present fairly the financial
position of the Company at March 31, 1997, the results of operations for
the three months ended March 31, 1997 and 1996 and cash flows for the three
months ended March 31, 1997 and 1996.  Certain reclassifications of prior
period information have been made to conform to the current presentation. 
The Company is a wholly owned subsidiary of Pacific Lumber which is a
wholly owned indirect subsidiary of MGI.  MGI is a wholly owned subsidiary
of MGHI, which is a wholly owned subsidiary of MAXXAM.

2.        RESTRICTED CASH

          Restricted cash represents the amount deposited into an account
held by the Trustee under the indenture governing the Company's Timber
Notes.

          At March 31, 1997 and December 31, 1996, cash and cash
equivalents also includes $4,387 and $17,600, respectively, which is
restricted for debt service payments on the Timber Notes.

3.        CONTINGENCIES

          The Company's operations are subject to a variety of California
and federal laws and regulations dealing with timber harvesting, endangered
species and critical habitat, and air and water quality.  Moreover, these
laws and regulations are modified from time to time and are subject to
judicial and administrative interpretation.  Compliance with such laws,
regulations and judicial and administrative interpretations, together with
the cost of litigation incurred in connection with certain timber
harvesting operations of Pacific Lumber have increased the cost of logging
operations.  The Company and Pacific Lumber are subject to certain pending
matters described below which could have a material adverse effect on the
Company's  financial position, results of operations or liquidity.  There
can be no assurance that certain pending or future governmental
regulations, legislation, judicial or administrative decisions or
California ballot initiatives will not have a material adverse effect on
the Company.

          In May 1996, the USFWS published the Final Designation of
critical habitat for the marbled murrelet, a coastal seabird, which
designated over four million acres as critical habitat for the marbled
murrelet.  Although nearly all of the designated habitat is public land,
approximately 25,000 acres of the Company's timberlands are included in the
Final Designation, the substantial portion of such acreage being young
growth timberlands.  In order to mitigate the impact of the Final
Designation, particularly with respect to timberlands occupied by the
marbled murrelet, Pacific Lumber over the last few years has attempted to
develop the Murrelet HCP.  Due to, among other things, the unfavorable
response of the USFWS to Pacific Lumber's initial Murrelet HCP efforts, the
Company and Pacific Lumber filed the Takings Litigation alleging that
certain portions of their timberlands have been "taken" and seeking just
compensation.  Pursuant to the Headwaters Agreement entered into by Pacific
Lumber, MAXXAM, the United States and California on September 28, 1996
described in Note 4 below, the Takings Litigation has been stayed at the
request of the parties.

          It is impossible for the Company to determine the potential
adverse effect of the Final Designation on the Company's  financial
position, results of operations or liquidity until such time as various
regulatory and legal issues are resolved; however, if the Company is unable
to harvest, or is severely limited in harvesting, on timberlands designated
as critical habitat for the marbled murrelet, such effect could be
materially adverse to the Company.  If the Company is unable to harvest or
is severely limited in harvesting, it intends to seek just compensation
from the appropriate governmental agencies on the grounds that such
restrictions constitute a governmental taking.  There continue to be other
regulatory actions and lawsuits seeking to have other species listed as
threatened or endangered under the ESA and/or the CESA and to designate
critical habitat for such species.  For example, the NMFS has announced
that by April 25, 1997 it will make a final determination concerning
whether to list the coho salmon under the ESA in northern California,
including, potentially, lands owned by the Company.  It is uncertain what
impact, if any, such listings and/or designations of critical habitat would
have on the Company's financial position, results of operations or
liquidity.

          In 1994, the BOF adopted certain regulations regarding compliance
with long-term sustained yield ("LTSY") objectives.  These regulations
require that timber companies project timber growth and harvest on their
timberlands over a 100-year planning period and establish a LTSY harvest
level that takes into account environmental and economic considerations. 
Timber companies must submit an SYP which demonstrates that the average
annual harvest over any rolling ten-year period will not exceed the LTSY
harvest level and that Pacific Lumber's projected timber inventory is
capable of sustaining the LTSY harvest level in the last decade of the 100-
year planning period.  On December 17, 1996, Pacific Lumber submitted a
proposed SYP to the CDF.  The proposed SYP sets forth an LTSY harvest level
substantially the same as Pacific Lumber's average annual timber harvest
over the last six years.  The proposed SYP also indicates that Pacific
Lumber's average annual timber harvest during the first decade of the SYP
would approximate the LTSY harvest level.  During the second decade of the
proposed SYP, Pacific Lumber's average annual timber harvest would be
approximately 8% less than that proposed for the first decade.  The SYP,
when approved, will be valid for ten years.  Thereafter, revised SYPs will
be prepared every decade that will address the LTSY harvest level based
upon reassessment of changes in the resource base and protection of public
resources.

          The proposed SYP assumes that the transactions contemplated by
the Headwaters Agreement (see Note 4) will be consummated and that the
Multi-Species HCP will permit Pacific Lumber to harvest its timberlands
(including over the next two decades a substantial portion of its old
growth timberlands not transferred pursuant to the Headwaters Agreement) to
achieve maximum sustained yield.  The SYP is subject to review and approval
by the CDF, and there can be no assurance that the SYP will be approved in
its proposed form.  Until the SYP is reviewed and approved, the Company is
unable to predict the impact that these regulations will have on its future
timber harvesting practices.  It is possible that the results of the review
and approval process could require the Company to reduce its timber harvest
in future years from the harvest levels set forth in the proposed SYP.  The
Company believes that Pacific Lumber would be able to mitigate the effect
of any required reduction in harvest level by acquisitions of additional
timberlands and making corresponding amendments to the SYP; however, there
can be no assurance that Pacific Lumber would be able to do so and the
amount of such acquisitions would be limited by Pacific Lumber's available
financial resources.  The Company is unable to predict the ultimate impact
the sustained yield regulations will have on its future financial position,
results of operations or liquidity.

          Various groups and individuals have filed objections with the CDF
and the BOF regarding the CDF's and the BOF's actions and rulings with
respect to certain of the Company's THPs and other timber harvesting
operations, and the Company expects that such groups and individuals will
continue to file such objections.  In addition, lawsuits are pending or
threatened which seek to prevent the Company from implementing certain of
its approved THPs or which challenge other operations by the Company. 
These challenges have severely restricted Pacific Lumber's ability to
harvest old growth timber on its property.  To date, challenges with
respect to the Company's THPs relating to young growth timber and to its
other operations have been limited; however, no assurance can be given as
to the extent of such challenges in the future.  The Company believes that
environmentally focused challenges to its timber harvesting and other
operations are likely to occur in the future, particularly with respect to
virgin and residual old growth timber.  Although such challenges have
delayed or prevented the Company from conducting a portion of its
operations, they have not had a material adverse effect on the Company's
financial position, results of operations or liquidity.  Nevertheless, it
is impossible to predict the future nature or degree of such challenges or
their ultimate impact on the Company's  financial position, results of
operations or liquidity.

          The Company is also involved in various claims, lawsuits and
proceedings.  While there are uncertainties inherent in the ultimate
outcome of such matters and it is impossible to presently determine the
ultimate costs that may be incurred, management believes that the
resolution of such uncertainties and the incurrence of such costs should
not have a material adverse effect on the Company's financial position,
results of operations or liquidity.

4.        HEADWATERS AGREEMENT

          On September 28, 1996, the Pacific Lumber Parties entered into
the Headwaters Agreement with the United States and California.  The
Headwaters Agreement provides the framework for the acquisition by the
United States and California of the approximately 5,600 acres of Pacific
Lumber's timberlands commonly referred to as the Headwaters Forest and the
Elk Head Springs Forest (collectively, the "Headwaters Timberlands").  A
substantial portion of the Headwaters Timberlands consists of virgin old
growth timberlands.  Approximately 800 of these acres are owned by the
Company (Pacific Lumber having the exclusive right to harvest on
approximately 300 of these acres).  The Headwaters Timberlands would be
transferred in exchange for (a) property and other consideration (possibly
including cash) from the United States and California having an aggregate
fair market value of $300 million and (b) approximately 7,755 acres of
adjacent timberlands to be acquired by the United States and California
(the "Elk River Timberlands") from a third party.  The United States and
California would also acquire and retain an additional 1,900 acres of
timberlands from such third party.

          The Headwaters Agreement also provides, among other things, for
the expedited processing by the United States of a Permit (an incidental
take permit) to be based upon a Multi-Species HCP covering (a) the
Resulting Pacific Lumber Timber Property (the property Pacific Lumber will
own after consummation of the Headwaters Agreement) and (b) the Headwaters
Timberlands and the 1,900 acres of additional timberlands to be acquired
and retained by the United States and California (both as conserved
habitat).  The agreement also requires expedited processing by California
of an SYP covering the Resulting Pacific Lumber Timber Property.

          On December 5, 1996, the United States and California each
furnished a list of properties consisting of oil and gas interests,
timberlands and a variety of other real estate properties for Pacific
Lumber's review and approval.  Neither list was accompanied by the
requisite background information, although both lists did indicate that
additional information would be made available.  On December 10, 1996,
Pacific Lumber wrote to the United States and California, stating, among
other things, that the requisite background information had not been 
furnished, requesting the missing information and indicating that certain
of the properties did not appear to be "available," as legislative action
would be required for exchange of certain of the properties.  In February
1997, as permitted by the Headwaters Agreement, Pacific Lumber notified
California that its presented properties were not acceptable.

          As part of the Headwaters Agreement, the Pacific Lumber Parties
agreed to not enter the Headwaters Forest or the Elk Head Forest to conduct
logging operations, including salvage logging (the "Moratorium").  The
Moratorium was to terminate if by July 28, 1997 the parties had not
achieved the Specified Items to their respective satisfaction.  On March
11, 1997, the Pacific Lumber Parties agreed to amend the Headwaters
Agreement to extend the period of time during which these closing
conditions must be met to February 17, 1998.  The extension is, however,
subject to the achievement of certain milestones toward completion of the
Headwaters Agreement.  The parties have agreed to execute an amendment to
the Headwaters Agreement evidencing these modifications.

          Closing of the Headwaters Agreement is subject to various
conditions, including (a) acquisition by the government of the Elk River
Timberlands from a third party, (b) approval of an SYP and a Multi-Species
HCP and issuance of a Permit, each in form and substance satisfactory to
Pacific Lumber, (c) the issuance by the Internal Revenue Service and the
California Franchise Tax Board of closing agreements in form and substance
sought by and satisfactory to the Pacific Lumber Parties, (d) the absence
of a judicial decision in any litigation brought by third parties that any
party reasonably believes will significantly delay or impair the
transactions described in the Headwaters Agreement, and (e) the dismissal
with prejudice at closing of the Takings Litigation.  The parties to the
Headwaters Agreement are working to satisfy these conditions; however,
there can be no assurance that the Headwaters Agreement will be
consummated.

5.        DEFICIENCY IN NET ASSETS

          A reconciliation of the cumulative activity component of the
Company's Deficiency in Net Assets is as follows:


<TABLE>

<CAPTION>

                                                        THREE MONTHS
                                                           ENDED
                                                         MARCH 31,
                                                            1997
                                                       ------------- 
<S>                                                    <C>
Balance at beginning of period                         $    (12,834)
Net income                                                    4,187 
Assumption of net tax liabilities by Pacific Lumber           2,612 
Dividends paid                                               (7,000)
                                                       ------------- 
Balance at end of period                               $    (13,035)
                                                       ============= 


</TABLE>

                       SCOTIA PACIFIC HOLDING COMPANY

ITEM 2.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
               AND RESULTS OF OPERATIONS


          The following should be read in conjunction with the response to
Part I, Item 1 of this Report and Items 7 and 8 of the Form 10-K.  Any
capitalized terms used but not defined in this Item have the same meaning
given to them in the Form 10-K.

          This section contains statements which constitute "forward-
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995.  These statements appear in a number of places in this
Form 10-Q.  Such statements can be identified by the use of forward-looking
terminology such as "believes," "expects," "may," "estimates," "will,"
"should," "plans" or "anticipates" or the negative thereof or other
variations thereon or comparable terminology, or by discussions of
strategy.  Readers are cautioned that any such forward-looking statements
are not guarantees of future performance and involve significant risks and
uncertainties, and that actual results may vary materially from those in
the forward-looking statements as a result of various factors.  These
factors include the effectiveness of management's strategies and decisions,
general economic and business conditions, developments in technology, new
or modified statutory or regulatory requirements and changing prices and
market conditions.  This section and the Company's Form 10-K identify other
factors that could cause such differences.  No assurance can be given that
these are all of the factors that could cause actual results to vary
materially from the forward-looking statements.

RESULTS OF OPERATIONS 

          General
          In order to take account of the relative values of the species
and categories of timber included in the Company Timber, the Mbfe concept
was developed for use in structuring the Timber Notes.  Under the Mbfe
concept, one thousand board feet, net Scribner scale, of residual old
growth redwood timber equates to one Mbfe.  One thousand board feet, net
Scribner scale, of each other species and category of timber included in
the Company Timber was assigned a value in Mbfe equal to a fraction of an
Mbfe.  This fraction was generally determined by dividing the SBE Price (as
defined below) applicable to such species and category for the first half
of 1992 by the SBE Price applicable to residual old growth redwood for the
first half of 1992.

          The Master Purchase Agreement generally contemplates that all
sales of logs by the Company to Pacific Lumber will be at a price which
equals or exceeds the applicable stumpage price for such species and
category, as set forth in the most recent Harvest Value Schedule published
by the California State Board of Equalization (the "SBE Price").  The
Harvest Value Schedule is published by the California State Board of
Equalization at six month intervals for purposes of computing yield taxes
imposed on the harvesting of timber.  SBE Prices are established by the
State of California for tax purposes and are intended by the taxing
authorities to represent average actual log prices (adjusted for an
estimated timber industry inflation factor) between unrelated parties
during the approximate twenty-four month period ended sixty days prior to
the date such SBE Prices are published.  SBE Prices may not necessarily be
representative of actual prices that would be realized from unrelated
parties at subsequent dates.

          Logging operations on the Company's timberlands are highly
seasonal.  Logging activity is normally significantly higher in the months
of April through November than in the months of December through March. 
Management expects that the Company's revenues and cash flows will continue
to reflect that seasonality.

          Log sales to Pacific Lumber
          Net sales from logs were $17.5 million and $20.1 million for the
three months ended March 31, 1997 and 1996, respectively.  The decrease in
revenues for the quarter ended March 31, 1997 compared to the same period
in 1996 is due to lower average SBE Prices on logs.  The volume of log
deliveries for such periods was substantially unchanged at 30,000 Mbfe for
the three months ended March 31, 1997 as compared to 29,700 Mbfe for the
comparative prior year period.  See also "--Trends."

          Operating income and income before income taxes
          Operating income was $13.2 million and $16.0 million for the
three months ended March 31, 1997 and 1996, respectively.  Income before
income taxes was $7.1 million and $9.6 million for the three months ended
March 31, 1997 and 1996, respectively.  These decreases were primarily due
to the decrease in log prices discussed above.

FINANCIAL CONDITION AND INVESTING AND FINANCING ACTIVITIES

          In January 1997, the Company repaid approximately $8.7 million of
the aggregate principal amount outstanding on the Timber Notes in
accordance with Scheduled Amortization.

          The Company paid $7.0 million of dividends to Pacific Lumber
during the three months ended March 31, 1997.  At March 31, 1997, the
Indenture permitted the payment of $4.0 million of dividends which were
paid on April 21, 1997.

TRENDS

          This section contains statements which constitute "forward-
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995.  See above for cautionary information with respect to
such forward-looking statements.

          The Company's business is subject to a variety of California and
federal laws, regulations and judicial and administrative interpretations
dealing with timber harvesting, endangered species and critical habitat,
and air and water quality.  The Company is subject to certain pending
matters which could have a material adverse effect on the Company's
consolidated financial position, results of operations or liquidity.  There
can be no assurance that these pending matters or future governmental
regulations, legislation or judicial or administrative decisions would not
have a material adverse effect on the Company.  See Part II. Item 1. "Legal
Proceedings" and Note 3 to the Financial Statements for further information
regarding regulatory and environmental factors affecting the Company.  See
also Note 4 to the Financial Statements for the recent agreement to extend
the Headwaters Agreement to February 17, 1998.

          Judicial or regulatory actions adverse to the Company, increased
regulatory delays and inclement weather in northern California,
independently or collectively, could impair Pacific Lumber's ability to
conduct normal timber harvesting operations on the Company's timberlands.

                       SCOTIA PACIFIC HOLDING COMPANY

                        PART II.  OTHER INFORMATION

ITEM 1.        LEGAL PROCEEDINGS

          Reference is made to Item 3 of the Form 10-K for information
concerning material legal proceedings with respect to the Company.  The
following material developments have occurred with respect to such legal
proceedings.

          With respect to the Marbled Murrelet action, on April 18, 1997,
the U.S. Ninth Circuit Court of Appeals reversed the trial court's decision
which had preliminarily enjoined eight already-approved THPs to the extent
they rely on the Federal Owl Plan.  Pacific Lumber had previously obtained
regulatory reapproval of six of the eight THPs and confirmed with the
trial court that six of those THPs were no longer subject to the
preliminary injunction.  

ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K

          A.        EXHIBITS:

                    27   Financial Data Schedule

          B.   REPORTS ON FORM 8-K:

                    On March 12, 1997, the Company filed a Current Report
on Form 8-K (under Item 5), dated March 11, 1997, concerning an
agreement to amend the Headwaters Agreement to extend to February 17,
1998 the period of time during which the closing conditions must be met.

                                 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, who has signed this report on
behalf of the Registrant and as the principal accounting officer of the
Registrant.


                                  SCOTIA PACIFIC HOLDING COMPANY



Date:  April 24, 1997             By:    /S/ GARY L. CLARK       
                                           Gary L. Clark
                                   Vice President - Finance and
                                          Administration