`--------------------------------------------------------------------------------


                                  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 JUNE 30, 2003

                        Commission File Number 333-63825


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



                DELAWARE                                 68-0414690
      (State or other jurisdiction                    (I.R.S. Employer
    of incorporation or organization)              Identification Number)


              P. O. BOX 712
       125 MAIN STREET, 2ND FLOOR                           95565
           SCOTIA, CALIFORNIA                            (Zip Code)
(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 |_|

      Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes |_|   No |X|


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.



                                TABLE OF CONTENTS



PART I.  -  FINANCIAL INFORMATION

         Item 1.   Financial Statements:
                   Balance Sheet
                   Statement of Loss
                   Statement of Cash Flows
                   Condensed Notes to Financial Statements

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

         Item 3.   Quantitative and Qualitative Disclosures About Market Risk

         Item 4.   Disclosure Controls and Procedures

PART II.  -  OTHER INFORMATION

         Item 1.   Legal Proceedings
         Item 6.   Exhibits and Reports on Form 8-K
         Signature


APPENDIX A - GLOSSARY OF DEFINED TERMS


                           SCOTIA PACIFIC COMPANY LLC

                                  BALANCE SHEET
                            (IN MILLIONS OF DOLLARS)


                                                                                          JUNE 30,    DECEMBER 31,
                                                                                            2003          2002
                                                                                        ------------- -------------
                                                                                                (UNAUDITED)

ASSETS
Current assets:
   Cash and cash equivalents........................................................... $        3.8  $       10.1
   Marketable securities...............................................................         21.3          19.3
   Receivables from Pacific Lumber.....................................................          5.8           2.6
   Prepaid timber harvesting costs.....................................................          6.9           7.3
   Other current assets................................................................          1.2           0.9
                                                                                        ------------- -------------
      Total current assets.............................................................         39.0          40.2
Timber and timberlands, net of accumulated depletion of $277.0 and
   $272.5, respectively................................................................        234.8         239.4
Property and equipment, net of accumulated depreciation of $16.0 and
    $15.0, respectively................................................................         24.4          23.7
Deferred financing costs, net..........................................................         14.3          15.1
Restricted cash, marketable securities and other investments...........................         38.9          52.9
Other assets...........................................................................          5.1           5.6
                                                                                        ------------- -------------
                                                                                        $      356.5  $      376.9
                                                                                        ============= =============

LIABILITIES AND MEMBER DEFICIT
Current liabilities:
   Due to Pacific Lumber............................................................... $        0.9  $        0.8
   Accrued interest....................................................................         24.5          24.9
   Other accrued liabilities...........................................................          2.2           2.1
   Short-term borrowings...............................................................          4.4             -
   Current maturities of long-term debt, excluding $3.8 and $2.6, respectively, of
      repurchased Timber Notes held in the SAR Account.................................         17.6          16.8
                                                                                        ------------- -------------
      Total current liabilities........................................................         49.6          44.6
Long-term debt, less current maturities and excluding $53.7 and $52.8, respectively,
   of repurchased Timber Notes held in the SAR Account.................................        720.8         737.7
Other noncurrent liabilities...........................................................          0.2           0.1
                                                                                        ------------- -------------
      Total liabilities................................................................        770.6         782.4
                                                                                        ------------- -------------

Contingencies (See Note 3)

Member deficit.........................................................................       (414.1)       (405.5)
                                                                                        ------------- -------------
                                                                                        $      356.5  $      376.9
                                                                                        ============= =============


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


                           SCOTIA PACIFIC COMPANY LLC

                                STATEMENT OF LOSS
                            (In millions of dollars)



                                                                     THREE MONTHS ENDED        SIX MONTHS ENDED
                                                                          JUNE 30,                 JUNE 30,
                                                                   -----------------------  -----------------------
                                                                      2003         2002        2003        2002
                                                                   -----------  ----------  ----------  -----------
                                                                                      (UNAUDITED)

Log sales to Pacific Lumber......................................  $     15.1   $    14.1   $    33.5   $     30.0
                                                                   -----------  ----------  ----------  -----------

Operating expenses:
   General and administrative....................................         4.9         3.9        10.4          8.4
   Depletion, depreciation and amortization......................         2.8         2.8         6.1          6.2
                                                                   -----------  ----------  ----------  -----------
                                                                          7.7         6.7        16.5         14.6
                                                                   -----------  ----------  ----------  -----------

Operating income.................................................         7.4         7.4        17.0         15.4

Other income (expense):
   Interest and other income.....................................         1.4         1.5         1.8          2.9
   Gain on repurchase of debt....................................         0.4           -         0.4            -
   Gain on sales of timberlands..................................         1.3           -         0.8            -
   Interest expense..............................................       (14.2)       (14.5)     (28.5)       (29.0)
                                                                   -----------  ----------  ----------  -----------
                                                                        (11.1)      (13.0)      (25.5)       (26.1)
                                                                   -----------  ----------  ----------  -----------

Net loss.........................................................  $     (3.7)  $    (5.6)  $    (8.5)  $    (10.7)
                                                                   ===========  ==========  ==========  ===========


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


                           SCOTIA PACIFIC COMPANY LLC

                             STATEMENT OF CASH FLOWS
                            (IN MILLIONS OF DOLLARS)



                                                                                                SIX MONTHS ENDED
                                                                                                    JUNE 30,
                                                                                             ----------------------
                                                                                                2003       2002
                                                                                             ---------- -----------
                                                                                                   (UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss................................................................................  $    (8.5) $    (10.7)
   Adjustments to reconcile net loss to net cash used for
      operating activities:
      Gain on repurchase of debt...........................................................       (0.4)          -
      Gain on sales of timberlands.........................................................       (0.8)          -
      Depletion, depreciation and amortization.............................................        6.1         6.2
      Amortization of deferred financing costs.............................................        0.7         0.7
      Increase (decrease) in cash resulting from changes in:
        Receivables from Pacific Lumber....................................................       (3.3)       (1.3)
        Prepaid timber harvest costs.......................................................        0.5        (0.8)
        Due to Pacific Lumber..............................................................        0.1        (0.3)
        Accrued interest...................................................................       (0.4)       (0.4)
        Other accrued liabilities..........................................................        0.2        (0.9)
        Other..............................................................................       (0.5)       (0.8)
                                                                                             ---------- -----------
      Net cash used for operating activities...............................................       (6.3)       (8.3)
                                                                                             ---------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sales of timberlands......................................................        3.2          -
   Capital expenditures....................................................................       (4.0)       (3.3)
                                                                                             ---------- -----------
      Net cash used for investing activities...............................................       (0.8)       (3.3)
                                                                                             ---------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal payments on Timber Notes and other timber related debt........................      (12.1)      (11.7)
   Member distributions....................................................................          -       (29.4)
   Borrowings (repayments) under line of credit agreement, net.............................        4.4           -
   Net changes in debt related restricted cash, marketable securities and other
      investments..........................................................................        8.5        29.8
                                                                                             ---------- -----------
      Net cash provided by (used for) financing activities.................................        0.8       (11.3)
                                                                                             ---------- -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS..................................................       (6.3)      (22.9)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD...........................................       10.1        37.8
                                                                                             ---------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.................................................  $     3.8  $     14.9
                                                                                             ========== ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Interest paid...........................................................................  $    28.3  $     28.7


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


                           SCOTIA PACIFIC COMPANY LLC

                     CONDENSED NOTES TO FINANCIAL STATEMENTS

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 Form 10-K. Any capitalized terms used but not defined in these
Condensed Notes to Financial Statements are defined in the "Glossary of Defined
Terms" contained in Appendix A. 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 for a fair presentation of the financial position of
the Company at June 30, 2003, the results of operations for the three and six
months ended June 30, 2003 and 2002, and the cash flows for the six months ended
June 30, 2003 and 2002. The Company is a wholly owned subsidiary of Pacific
Lumber which is a wholly owned subsidiary of MGI. MGI is an indirect wholly
owned subsidiary of MAXXAM.

      LIQUIDITY AND CASH RESOURCES

      The Company's cash flows from operations are significantly impacted by
harvest volumes and log prices. In June 2002, the State Board of Equalization
adopted the new Harvest Value Schedule for the second half of 2002. The prices
published in that schedule reflected an approximate 16% decline in the SBE Price
for small redwood logs and no price change for small Douglas-fir logs from the
prior period. The decline in SBE Prices had an adverse impact on the Company's
net sales and liquidity during the second half of 2002.

      The Master Purchase Agreement contemplates that all sales of logs by the
Company to Pacific Lumber will be at fair market value (based on stumpage
prices) for each species and category of timber. The Master Purchase Agreement
provides that if the purchase price equals or exceeds the SBE Price and a
structuring price set forth in a schedule to the Indenture, the purchase price
is deemed to be at fair market value. If the purchase price equals or exceeds
the SBE Price, but is less than the structuring price, then the Company is
required to engage an independent forestry consultant to confirm that the
purchase price reflects fair market value. In January 2003, in accordance with
the Master Purchase Agreement, the Company so engaged an independent forestry
consultant with respect to establishing the purchase prices of logs to be sold
to Pacific Lumber in the first half of 2003. The consultant determined that with
respect to certain categories of logs, the fair market value was higher than the
comparable SBE Price. The prices for redwood logs were on average approximately
20% higher for the first half of 2003 than those for the second half of 2002.
There was relatively no price change for Douglas-fir logs.

      On the note payment date in July 2003, the Company used $27.4 million (in
addition to $2.0 million due in respect of Timber Notes held by the Company) of
the funds available under the Line of Credit to pay the entire amount of
interest due.  The Company repaid $4.4 million of principal on the Timber Notes
(an amount equal to Scheduled Amortization) using funds held in the SAR Account.

      In June 2003, the State Board of Equalization adopted the new Harvest
Value Schedule for the second half of 2003. The prices published in that
schedule reflected a 22% increase in the SBE Price for small redwood logs and an
11% increase for small Douglas-fir logs from the prices published for the first
half of 2003, and a 7% increase from the price in effect for small redwood logs
(i.e., the prices established using the independent forestry consultant) during
the first half of 2003.

      With respect to the note payment date in January 2004, the Company expects
to use funds available under the Line of Credit to pay all or a portion of the
$27.3 million of interest due (in addition to $2.0 million due in respect of
Timber Notes held by the Company). The Company expects to repay $13.1 million of
principal on the Timber Notes (an amount equal to Scheduled Amortization) using
funds held in the SAR Account.

      As discussed further in Note 3, regulatory compliance and related
litigation have caused and may continue to cause delays in harvesting which
could result in a decline in harvest, an increase in the cost of logging
operations, and lower net sales, as well as increased costs related to timber
harvest litigation. With respect to the EPIC-SYP/Permits and USWA lawsuits, on
July 23, 2003, the Court issued a statement of decision indicating that it will
invalidate the SYP and the California Permit, but deferring a decision on the
specific remedy it will prescribe. It is impossible to determine the impact this
matter will ultimately have on the Company given that the Court has not issued
its final decision, including the remedy to be prescribed by the Court. However,
the final decision could have short-term and/or long-term adverse impacts on
the Company.

      With respect to short-term liquidity, the Company believes that existing
cash available for principal payments from the SAR Account, and funds available
under the Line of Credit, together with cash flows from operations, should
provide sufficient funds to meet its working capital, capital expenditures and
required debt service obligations through 2004; however, this may very well not
be the case if, as a remedy, the Court in the EPIC-SYP/Permits and USWA lawsuits
prohibits the Company from harvesting on THPs which were submitted prior to
mid-October 2002 consistent with the SYP and the California Permit. With respect
to long-term liquidity, although the Company expects that cash flows from
operations and funds available under the SAR Account and the Line of Credit
should be adequate to meet its debt service, working capital and capital
expenditure requirements, unless log prices continue to improve, there can be no
assurance that this will be the case. In addition, cash flows from operations
will be adversely affected if harvest levels decline or costs increase as a
result of various regulatory, environmental and litigation matters discussed in
Note 3.

      NEW ACCOUNTING STANDARDS

      Accounting for Asset Retirement Obligations
      In January 2003, the Company adopted SFAS No. 143, which addresses
accounting and reporting standards for obligations associated with the
retirement of tangible long-lived assets and the related asset retirement costs.
In general, SFAS No. 143 requires the recognition of a liability resulting from
anticipated asset retirement obligations, offset by an increase in the value of
the associated productive asset for such anticipated costs. Over the life of the
asset, depreciation expense is to include the ratable expensing of the
retirement cost included with the asset value. The statement applies to all
legal obligations associated with the retirement of a tangible long-lived asset
that result from the acquisition, construction, or development and/or the normal
operation of a long-lived asset, except for certain lease obligations. Excluded
from this statement are obligations arising solely from a plan to dispose of a
long-lived asset and obligations that result from the improper operation of an
asset (i.e. certain types of environmental obligations). The adoption of SFAS
No. 143 did not have a material impact on the Company's financial position or
results of operations.

      Classification of Gains and Losses from Extinguishment of Debt
      In January 2003, the Company adopted SFAS No. 145, which, among other
things, rescinds the previous guidance for debt extinguishments. SFAS No. 145
eliminates the requirement that gains and losses from extinguishment of debt be
aggregated and, if material, classified as an extraordinary item, net of related
income tax effect. However, transactions would not be prohibited from
extraordinary item classification if they meet the criteria in APB Opinion No.
30. Applying the provisions of APB Opinion No. 30 will distinguish transactions
that are part of an entity's recurring operations from those that are unusual or
infrequent or that meet the criteria for classification as an extraordinary
item. The adoption of SFAS No. 145 resulted in the inclusion of gains on
repurchases of debt for the three and six months ended June 30, 2003, in
interest and other income rather than as an extraordinary item in the financial
statements.

2.    RESTRICTED CASH, CASH EQUIVALENTS, MARKETABLE SECURITIES AND OTHER
      INVESTMENTS

      The following amounts are restricted under the terms of the Company's debt
agreements (in millions):


                                                                                          June 30,     DECEMBER 31,
                                                                                            2003           2002
                                                                                        -------------  ------------

Current assets:
   Restricted cash and cash equivalents...............................................  $          -   $       5.2
   Marketable securities, restricted:
      Amounts held in SAR Account.....................................................          21.3          19.3
                                                                                        -------------  ------------
                                                                                                21.3          24.5
Long-term restricted cash, marketable securities and other investments:
   Amounts held in SAR Account........................................................          89.6         101.6
   Other amounts restricted under the Indenture.......................................           2.6           2.6
   Less:  Amounts attributable to repurchased Timber Notes held in SAR Account........         (53.3)        (51.3)
                                                                                        -------------  ------------
                                                                                                38.9          52.9
                                                                                        -------------  ------------
Total restricted cash, cash equivalents, marketable securities and other investments..  $       60.2   $      77.4
                                                                                        =============  ============
3.    CONTINGENCIES

      Regulatory and environmental matters play a significant role in the
Company's forest products business, which is subject to a variety of California
and federal laws and regulations, as well as the HCP and SYP, dealing with
timber harvesting practices, threatened and endangered species and habitat for
such species, and air and water quality.

       The SYP is intended to comply with regulations of the California Board of
Forestry and Fire Protection requiring timber companies to project timber growth
and harvest on their timberlands over a 100-year planning period and to
demonstrate that their projected average annual harvest for any decade within a
100-year planning period will not exceed the average annual growth level during
the last decade of the 100-year planning period. The forest practice rules allow
companies which do not have an SYP to follow an alternative procedure. With
respect to the EPIC-SYP/Permits and USWA lawsuits which are discussed further
below, the Court has issued a statement of decision indicating that it will
invalidate the SYP and the California Permit. As a result, the Company is
currently preparing THPs under this alternative procedure. When originally
approved in March 1999, the SYP was to be effective for 10 years (subject to
review after five years) and could be amended by Pacific Lumber, subject to
approval by the CDF. Revised SYPs would have been prepared every decade that
address the harvest level based upon assessment of changes in the resource base
and other factors. The HCP and the Permits allow incidental "take" of certain
species located on the Company's timberlands which species have been listed by
government entities under the ESA and/or the CESA so long as there is no
"jeopardy" to the continued existence of such species. The HCP identifies the
measures to be instituted in order to minimize and mitigate the anticipated
level of take to the greatest extent practicable. The SYP is also subject to
certain of these provisions. The HCP and related Permits have a term of 50
years. Since the consummation of the Headwaters Agreement in March 1999, there
has been a significant amount of work required in connection with the
implementation of the Environmental Plans, and this work could continue for
several more years. In addition, the Environmental Plans and the Permits may be
impacted by the final resolution of the EPIC-SYP/Permits and USWA lawsuits.

      Under the CWA, the EPA is required to establish TMDLs in water courses
that have been declared to be "water quality impaired." The EPA and the North
Coast Water Board are in the process of establishing TMDLs for many northern
California rivers and certain of their tributaries, including nine water courses
that flow within the Company's timberlands. The Company expects this process to
continue into 2010. In December 1999, the EPA issued a report dealing with TMDLs
on two of the nine water courses. The agency indicated that the requirements
under the HCP would significantly address the sediment issues that resulted in
TMDL requirements for these two water courses. The North Coast Water Board has
begun the process of establishing the TMDL requirements applicable to two other
water courses on the Company's timberlands, with a targeted completion of spring
2004 for these two water courses. The final TMDL requirements applicable to the
Company's timberlands may require aquatic protection measures that are different
from or in addition to those in the HCP or that result from the prescriptions to
be developed pursuant to the watershed analysis process provided for in the HCP.

      Effective January 1, 2003, a California statute eliminated a waiver
previously granted to, among others, timber companies. This waiver had been in
effect for a number of years and waived the requirement under California water
quality regulations for timber companies to follow certain waste discharge
requirements in connection with their timber harvesting and related operations.
The new statute provides, however, that regional water boards such as the North
Coast Water Board are authorized to renew the waiver. The North Coast Water
Board has renewed the waiver for timber companies through December 31, 2003.
Should the North Coast Water Board decide not to extend this or another waiver
beyond December 31, 2003, it may thereafter notify a company that the North
Coast Water Board will require such company to follow certain waste discharge
requirements in order to conduct harvesting operations on a THP. The waste
discharge requirements may include aquatic protection measures that are
different from or in addition to those provided for in the THP approved by the
CDF. Accordingly, harvesting activities could be delayed and/or adversely
affected as these waste discharge requirements are developed and implemented.

      The North Coast Water Board has issued orders for the Elk River and
Freshwater watersheds requiring the Company and Pacific Lumber to submit
"Reports of Waste Discharge" to the North Coast Water Board in order to conduct
winter harvesting activities in these watersheds, beginning with the 2002-2003
winter operating period. After consideration of these reports, the North Coast
Water Board imposed requirements on the Company and Pacific Lumber to implement
additional mitigation and erosion control practices in these watersheds for the
2002-2003 winter operating period. These additional requirements have somewhat
increased operating costs. Reports of Waste Discharge for the 2003-2004 winter
operating period have been submitted and will be considered by the Board in the
near future. In addition, the North Coast Water Board has issued the Elk River
Order for the Elk River watershed aimed at addressing existing sediment
production sites through clean up actions. They have also initiated the process
which could result in similar orders for the Freshwater and Bear Creek
watersheds, and are contemplating similar actions for the Jordan and Stitz
Creeks watersheds. The order, as well as additional orders in the other
watersheds (should they be issued), could result in significant costs to the
Company beginning in 2003 and extending over a number of years. Pacific Lumber
has appealed the Elk River Order to the State Water Board, but the appeal is
being held in abeyance while the matter is discussed with the North Coast Water
Board and its staff.

      Lawsuits are pending and threatened which seek to prevent the Company from
implementing the HCP and/or the SYP, implementing certain of the Company's
approved THPs, or carrying out certain other operations. The Services Agreement
requires Pacific Lumber to prepare and file on behalf of the Company (at Pacific
Lumber's cost) all pleadings and motions, and otherwise diligently pursue,
appeals of any denial, and defense of any challenge to approval, of any THP or
the Environmental Plans or similar plan or permit and related matters.

      In March 1999, the EPIC-SYP/Permits lawsuit was filed. This action
alleges, among other things, various violations of the CESA and the California
Environmental Quality Act, and challenges, among other things, the validity and
legality of the SYP and the California Permit. The plaintiffs seek, among other
things, to set aside California's approval of the SYP and the California Permit
and injunctive relief to prevent implementation of THPs approved in reliance
upon these documents. In March 1999, the USWA lawsuit was filed challenging the
validity and legality of the SYP. In connection with the EPIC-SYP/Permits
lawsuit, the trial judge has issued a stay of the effectiveness of the SYP and
the California Permit for approval of new THPs, but released from the stay
operations under THPs that were either previously approved or had been submitted
for approval prior to mid-October 2002 consistent with the SYP and the
California Permit. Although the stay prevents the CDF from approving new THPs
that rely upon the SYP and the California Permit, the Company is obtaining
review and approval of new THPs under a procedure provided for in the forest
practice rules that does not depend upon the SYP and the California Permit.
Because certain THPs will not qualify for this procedure, there could be a
reduction in 2003 and 2004 harvest levels which would have an adverse impact on
the Company. The EPIC-SYP/Permits and USWA lawsuits were consolidated for trial,
which concluded on March 28, 2003. On July 23, 2003, the Court issued a
statement of decision indicating that it will invalidate the SYP and the
California Permit due to several deficiencies in agency procedures and the
failure of the Company and Pacific Lumber to submit a complete and
comprehensible SYP. The Court deferred, however, a decision on the specific
remedy it will prescribe. A hearing on the matter of the remedy began on July
30, 2003; however, the hearing has not yet concluded and has been recessed until
September 3, 2003. The Court will issue its final decision subsequent to the
conclusion of the hearing.

      The Company is in the process of evaluating the options available to it in
light of the developments in the EPIC- SYP/Permits and USWA lawsuits. It is
impossible to determine the impact this matter will ultimately have on the
Company given that the Court has not issued its final decision, including the
remedy to be prescribed by the Court. As discussed above, under the stay, the
Company currently may harvest under THPs submitted prior to mid-October 2002
consistent with the SYP and the California Permit. Should the Court include in
its remedies that the Company may not harvest on these THPs, then the Company
expects that harvest levels in 2003 and 2004 would decline materially from
levels seen in 2002 as the Company resubmits such THPs to the CDF for approval
under the alternative forest practice rules. The Company estimates that such a
remedy would reduce the harvest level for the twelve months ended June 30, 2004
by approximately 59 million board feet, net Scribner scale. The Company believes
that appropriate procedures were followed throughout the public review and
approval process concerning the Environmental Plans and is working with the
relevant government agencies to defend the EPIC-SYP/Permits and USWA lawsuits.
The Company expects to appeal the trial Court's decision. In addition to the
potential short-term adverse impacts described above which could occur during
the appeal process, these matters could have a long-term negative impact if they
are ultimately decided adversely to the Company.

      In July 2001, the Bear Creek lawsuit was filed. The lawsuit alleges that
the Company's and Pacific Lumber's harvesting and other activities under certain
of its approved and proposed THPs will result in discharges of pollutants in
violation of the CWA. The plaintiff asserts that the CWA requires the defendants
to obtain a permit from the North Coast Water Board before beginning timber
harvesting and road construction activities, and is seeking to enjoin these
activities until such permit has been obtained. The plaintiff also seeks civil
penalties of up to $27,500 per day for the defendant's alleged continued
violation of the CWA. The Company believes that the requirements under the HCP
are adequate to ensure that sediment and pollutants from its harvesting
activities will not reach levels harmful to the environment. Furthermore, EPA
regulations specifically provide that such activities are not subject to CWA
permitting requirements. The Company believes that it has strong legal defenses
in this matter; however, there can be no assurance that this lawsuit will not
have a material adverse impact on the Company's financial condition, results of
operations and/or liquidity.

      On November 20, 2002, the HWC lawsuit, naming Pacific Lumber as real party
in interest, was filed. The suit seeks to enjoin timber operations in the Elk
and Freshwater watersheds of the Company's timberlands until and unless the
regional and state water boards impose on those operations waste discharge
requirements that meet standards demanded by the plaintiff. The Company believes
that Pacific Lumber and the regional and state boards have valid defenses to
this action. In August 2003, the Humboldt County Watershed Council requested
that the Court dismiss this case.  Therefore, the Company believes that this
matter will not have a material adverse impact on the Company's financial
position, results of operations and/or liquidity.

      On February 24, 2003, the recently elected District Attorney of Humboldt
County filed the Humboldt DA action. The suit was filed under the California
unfair competition law and alleges that the Company, Pacific Lumber and Salmon
Creek used certain unfair business practices in connection with completion of
the Headwaters Agreement, and that this resulted in the ability to harvest
significantly more trees under the Environmental Plans than would have otherwise
been the case. The suit seeks a variety of remedies including a civil penalty of
$2,500 for each additional tree that has been or will be harvested due to this
alleged increase in harvest, as well as restitution and an injunction in respect
of the additional timber harvesting allegedly being conducted. A hearing on the
Company's motions for sanctions and requested dismissal of the case was held on
July 28, 2003, and the Company is awaiting the Court's decision. The Company
believes that this suit is without merit; however, there can be no assurance
that the Company will prevail or that an adverse outcome would not be material
to the Company's financial position, results of operations and/or liquidity.

      In November 2001, Pacific Lumber filed the THP No. 520 lawsuit alleging
that the State Water Board had no legal authority to impose mitigation measures
that were requested by the staff of the North Coast Water Board during the THP
review process and rejected by the CDF. When the staff of the North Coast Water
Board attempted to impose these mitigation measures in spite of the CDF's
decision, Pacific Lumber appealed to the State Water Board, which imposed
certain of the requested mitigation measures and rejected others. Pacific Lumber
filed the THP No. 520 lawsuit challenging the State Water Board's decision, and
on January 24, 2003, the Court granted Pacific Lumber's request for an order
invalidating the imposition of these additional measures. Other claims included
in this action have been dismissed by Pacific Lumber without prejudice to its
future rights. On March 25, 2003, the State Water Board appealed this decision.
While the Company believes the Court's decision will be sustained, a reversal
could result in increased demands by the regional and state water boards and
their staffs to impose controls and limitations on timber harvesting on the
Company's timberlands beyond those provided for by the Environmental Plans.

      The Company, Pacific Lumber and certain of their affiliates are the
defendants in the Cook action and the Cave action. On April 4, 2003, the
plaintiffs in these actions filed amended complaints and served the defendants
with notice of the actions. The Cook action alleges, among other things, that
defendants' logging practices have contributed to an increase in flooding along
Freshwater Creek (which runs through the Company's timberlands), resulting in
personal injury and damage to the plaintiffs' properties. Plaintiffs further
allege that in order to have THPs approved in the affected areas, the defendants
engaged in certain unfair business practices. The plaintiffs seek, among other
things, compensatory and exemplary damages, injunctive relief, and appointment
of a receiver to ensure that the watershed is restored. The Cave action contains
similar allegations and requests similar relief with respect to the Elk River
watershed (a portion of which is contained on the Company's timberlands). The
Company does not believe the resolution of these actions should result in a
material adverse effect on its financial condition, results of operations or
liquidity.

4.    COMPREHENSIVE LOSS AND MEMBER DEFICIT

      Comprehensive loss includes the following (in millions):


                                                              THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
                                                              --------------------------  -------------------------
                                                                  2003          2002         2003          2002
                                                              ------------  ------------  -----------  ------------
Net loss....................................................  $      (3.7)  $      (5.6)  $     (8.5)  $     (10.7)
Other comprehensive loss:
   Net change in fair value of available-for-sale
     investments ...........................................            -           0.5         (0.1)         (0.5)
                                                              ------------  ------------  -----------  ------------
Total comprehensive loss....................................  $      (3.7)  $      (5.1)  $     (8.6)  $     (11.2)
                                                              ============  ============  ===========  ============

      A reconciliation of the activity in member deficit is as follows (in
millions):

                                                                                                   SIX MONTHS ENDED
                                                                                                    JUNE 30, 2003
                                                                                                   ----------------
Balance at beginning of period...................................................................  $     (405.5)
Comprehensive loss...............................................................................          (8.6)
                                                                                                   ----------------
Balance at end of period.........................................................................  $     (414.1)
                                                                                                   ================


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

      The following should be read in conjunction with the financial statements
in Part I, Item 1 of this Report and Item 7. "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and Item 8.
"Financial Statements and Supplementary Data" of the Form 10-K. Any capitalized
terms used but not defined in this Item are defined in the "Glossary of Defined
Terms" contained in Appendix A. Except as otherwise noted, all references to
notes represent the Condensed Notes to Financial Statements included herein.

      This Quarterly Report on Form 10-Q contains statements which constitute
"forward-looking statements" within the meaning of the PSLRA. These statements
appear in a number of places in this section and in Part II. Item 1. "Legal
Proceedings." 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 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 Form 10-Q and the Form 10-K identify other
factors which could cause differences between such forward-looking statements
and actual results. 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.

BACKGROUND

      Regulatory and environmental matters play a significant role in the
Company's operations. See Item 1. "Business--Regulatory and Environmental
Factors" of the Form 10-K and Note 3 for a discussion of these matters.
Regulatory compliance and related litigation have caused and may continue to
cause delays in obtaining approvals of THPs and delays in harvesting on THPs
once they are approved. This could result in a decline in harvest, an increase
in the cost of logging operations, and lower net sales, as well as increased
costs related to timber harvest litigation. With respect to the EPIC-SYP/Permits
and USWA lawsuits (see Note 3), on July 23, 2003, the Court issued a statement
of decision indicating that it will invalidate the SYP and the California Permit
due to several deficiencies in agency procedures and the failure of Pacific
Lumber to submit a complete and comprehensible SYP. The Court deferred, however,
a decision on the specific remedy it will prescribe. A hearing on the matter of
the remedy began on July 30, 2003; however, the hearing has not yet concluded
and has been recessed until September 3, 2003. The Court will thereafter issue
its final decision subsequent to the conclusion of the hearing.

      The Company is in the process of evaluating the options available to it in
light of the developments in the EPIC- SYP/Permits and USWA lawsuits. It is
impossible to determine the impact this matter will ultimately have on the
Company given that the Court has not issued its final decision, including the
remedy to be prescribed by the Court. As discussed in Note 3, under the stay,
the Company currently may harvest under THPs submitted prior to mid-October 2002
consistent with the SYP and the California Permit. Should the Court include in
its remedies that the Company may not harvest on these THPs, then the Company
expects that harvest levels in 2003 and 2004 would decline materially from
levels seen in 2002 as the Company resubmits such THPs to the CDF for approval
under the alternative forest practice rules. The Company estimates that such a
remedy would reduce the harvest level for the twelve months ended June 30, 2004
by approximately 59 million board feet, net Scribner scale. The Company believes
that appropriate procedures were followed throughout the public review and
approval process concerning the Environmental Plans and is working with the
relevant government agencies to defend the EPIC-SYP/Permits and USWA lawsuits.
The Company expects to appeal the trial Court's decision. In addition to the
potential short-term adverse impacts described above which could occur during
the appeal process, these matters could have a long-term negative impact if they
are ultimately decided adversely to the Company.

      As discussed in Note 3, the North Coast Water Board is requiring Pacific
Lumber and the Company to apply certain waste discharge requirements to approved
THPs covering winter harvesting operations in the Freshwater, Elk River and Bear
Creek watersheds, and the North Coast Water Board could require Pacific Lumber
and the Company to follow waste discharge requirements before harvesting
operations are conducted on THPs in other watersheds. This requirement could
cause delays in harvesting.

      Furthermore, there can be no assurance that certain other pending legal,
regulatory and environmental matters or future governmental regulations,
legislation or judicial or administrative decisions, adverse weather conditions
or low log prices will not have a material adverse effect on the Company's
financial position, results of operations or liquidity. See Note 3 for further
information regarding regulatory and legal proceedings relating to the Company's
operations.

RESULTS OF OPERATIONS

      General
      Mbfe Concept. The Mbfe concept was used in structuring the Timber Notes in
order to take account of the relative values of the species and categories of
timber included in the Company Timber. Under the Mbfe concept, one thousand
board feet, net Scribner scale, of 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 applicable to such species and category for the first
half of 1998 by the SBE Price applicable to old growth redwood for the first
half of 1998.

      Master Purchase Agreement Provisions. The Master Purchase Agreement
contemplates that all sales of logs by the Company to Pacific Lumber will be at
fair market value (based on stumpage prices) for each species and category of
timber. The Master Purchase Agreement provides that if the purchase price equals
or exceeds the SBE Price and a structuring price set forth in a schedule to the
Indenture, the purchase price is deemed to be at fair market value. If the
purchase price equals or exceeds the SBE Price, but is less than the structuring
price, then the Company is required to engage an independent forestry consultant
to confirm that the purchase price reflects fair market value. Harvest Value
Schedules setting forth the SBE Prices are published by the California State
Board of Equalization twice a year for the purpose of computing a yield tax
imposed on timber harvested between January 1 and June 30 and July 1 and
December 31. Harvest Value Schedules are based on twenty-four months of actual
log and timber sales that occur within nine specified timber value areas. These
sales are arms length transactions adjusted for time by indexing the prices
(using log and lumber price trends) to a specific date, which is approximately
sixty days prior to the effective date of the Harvest Value Schedules. SBE
Prices may not necessarily be representative of actual prices that would be
realized from unrelated parties at subsequent dates.

      In January 2003, in accordance with the Master Purchase Agreement, the
Company engaged an independent forestry consultant with respect to establishing
the purchase prices of logs to be sold to Pacific Lumber in the first half of
2003. The consultant determined that with respect to certain categories of logs,
the fair market value was higher than the comparable SBE Price. The prices for
redwood logs were on average approximately 20% higher for the first half of 2003
than those for the second half of 2002. There was relatively no price change for
Douglas-fir logs.

      In June 2003, the State Board of Equalization adopted the new Harvest
Value Schedule for the second half of 2003. The prices published in that
schedule reflected a 22% increase in the SBE Price for small redwood logs and an
11% increase for small Douglas-fir logs from the prices published for the first
half of 2003, and a 7% increase from the price in effect for small redwood logs
(i.e., the prices established using the independent forestry consultant) during
the first half of 2003.

      Seasonality. Logging operations on the Company's timberlands are highly
seasonal and have historically been 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 be markedly
seasonal because of the harvesting, road use, wet weather and other restrictions
imposed by the HCP. As a result, a substantial majority of the future harvesting
on the Company's timberlands can be expected to be concentrated during the
period from June through October of each year. Some of these restrictions may be
modified somewhat under the adaptive management provision contained in the HCP,
and as a result of the watershed analysis process currently being performed.

      Log Sales to Pacific Lumber
      The following table presents price, volume and revenue amounts for the
Company for the periods indicated (revenues in millions).


                                  THREE MONTHS ENDED JUNE 30, 2003            THREE MONTHS ENDED JUNE 30, 2002
                               ---------------------------------------   ------------------------------------------
                                               PRICE                                        PRICE
                                     MBFES     $/MBFE       REVENUES           MBFES       $/MBFE        REVENUES
                               ------------  -----------   -----------   -------------  ------------   ------------
Redwood......................       20,400   $      676    $     13.8          19,800   $       652    $      12.9
Douglas Fir..................        2,700          428           1.2           2,300           503            1.1
Other........................          300          384           0.1             100           336            0.1
                               ------------                -----------   -------------                 ------------
                                    23,400          644    $     15.1          22,200           635    $      14.1
                               ============                ===========   =============                 ============


                                   SIX MONTHS ENDED JUNE 30, 2003              SIX MONTHS ENDED JUNE 30, 2002
                               ---------------------------------------   ------------------------------------------
                                               PRICE                                       PRICE
                                     MBFES     $/MBFE       REVENUES           MBFES       $/MBFE        REVENUES
                               ------------  -----------   -----------   -------------  ------------   ------------
Redwood......................       47,000   $      661    $     31.1          47,200   $       586    $      27.6
Douglas Fir..................        5,700          383           2.2           6,600           342            2.2
Other........................          800          286           0.2             500           144            0.2
                               ------------                -----------   -------------                 ------------
                                    53,500          626    $     33.5          54,300           552    $      30.0
                               ============                ===========   =============                 ============

      For the three months ended June 30, 2003, the Company experienced an
increase in log revenues due predominately to the increase in the price for
redwood logs as well as an increase in the volume of larger logs delivered;
however, this increase was offset somewhat by an 18% increase in the use of the
helicopter method of logging (which reduces the price received for the log to
reflect the increased cost of harvesting). The Company experienced an increase
in log sales for the first half of 2003 versus the same period of 2002 due
predominantly to a 13% increase in average realized price.

      Operating Income and Net Loss
      Operating income was $7.4 million for each of the three months ended June
30, 2003 and 2002, respectively. Operating income was $17.0 million and $15.4
million for the six months ended June 30, 2003 and 2002, respectively. Changes
for the three months ended and six months ended were principally due to the
increase in log sales discussed above offset by increases in expenses relating
to winter road maintenance, insurance, labor benefits, and security costs.

      Net losses were $3.7 million and $5.6 million for the three months ended
June 30, 2003 and 2002, respectively. Net losses for the six months ended June
30, 2003 and 2002, were $8.5 million and $10.7 million, respectively. The
decreases in losses between periods are due to the increase in operating income
discussed above, gains resulting from the sale of timberlands and repurchases of
debt, and to a lesser extent, a decrease in interest expense between periods.
The favorable impact from these items was offset somewhat by a decrease in
interest income realized from cash, cash equivalents and other investments.

FINANCIAL CONDITION AND INVESTING AND FINANCING ACTIVITIES

      This section contains statements which constitute "forward-looking
statements" within the meaning of the PSLRA. See this section and above for
cautionary information with respect to such forward-looking statements.

      On June 20, 2003, the Line of Credit was extended to July 7, 2006. At or
near the completion of such extension, the Company will request that the Line of
Credit be extended for a period of not less than 364 days. If not extended, the
Company may draw upon the full amount available. The amount drawn would be
repayable in 12 semiannual installments on each note payment date (after the
payment of certain other items, including the Aggregate Minimum Principal
Amortization Amount, as defined, then due), commencing approximately two and
one-half years following the date of the draw. At June 30, 2003, the Company
could have borrowed a maximum of $58.9 million under the Line of Credit, and
there was $4.4 million outstanding under the Line of Credit.

      On the note payment date in January 2003, the Company had $5.6 million set
aside in the note payment account to pay the $27.9 million of interest due. The
Company used $22.3 million (in addition to $1.6 million of interest due in
respect of Timber Notes held by the Company) of the funds available under the
Line of Credit to pay the remaining amount of interest due. The Company repaid
$12.1 million of principal on the Timber Notes (an amount equal to Scheduled
Amortization) using funds held in the SAR Account.

      In April 2003, $3.4 million of funds from the SAR Account were used to
repurchase $4.0 million principal amount of Timber Notes, as permitted under the
Indenture, resulting in a gain of $0.4 million (net of unamortized deferred
financing costs) on extinguishment of debt.

      On the note payment date in July 2003, the Company used $27.4 million
(in addition to $2.0 million due in respect of Timber Notes held by the Company) of
the funds available under the Line of Credit to pay the entire amount of
interest due. The Company repaid $4.4 million of principal on the Timber Notes
(an amount equal to Scheduled Amortization) using funds held in the SAR Account.

      With respect to the note payment date in January 2004, the Company expects
to use the funds available under the Line of Credit to pay all or a portion of
the $27.3 million of interest due (in addition to $2.0 million due in respect of
Timber Notes held by the Company). The Company expects to repay $13.1 million of
principal on the Timber Notes (an amount equal to Scheduled Amortization) using
funds held in the SAR Account.

      On August 12, 2003, Standard & Poor's Ratings Services announced that it
was lowering its ratings on all classes of the Timber Notes. Ratings on the
Class A-1 Timber Notes were lowered from A to BBB+; ratings on the Class A-2
Timber Notes were lowered from A to BBB; and ratings on the Class A-3 Timber
Notes were lowered from BBB to BB. Standard & Poor's also indicated that the
ratings remain on CreditWatch with negative implications and that the lowered
ratings reflect the negative impact that depressed timber prices, lower harvest
levels, and higher operating costs have had on the Company's cash flow available
for debt service.

      With respect to short-term liquidity, the Company believes that existing
cash available for principal payments from the SAR Account, and funds available
under the Line of Credit, together with cash flows from operations, should
provide sufficient funds to meet its working capital, capital expenditures and
required debt service obligations through 2004; however, this may very well not
be the case if, as a remedy, the Court in the EPIC-SYP/Permits and USWA lawsuits
prohibits the Company from harvesting on THPs which were submitted prior to
mid-October 2002 consistent with the SYP and the California Permit. With respect
to long-term liquidity, although the Company expects that cash flows from
operations and funds available under the SAR Account and the Line of Credit
should be adequate to meet its debt service, working capital and capital
expenditure requirements, unless log prices continue to improve, there can be no
assurance that this will be the case. In addition, cash flows from operations
will be adversely affected if harvest levels decline or costs increase as a
result of the various regulatory, environmental and litigation matters discussed
in "--Background" above and Note 3.

      Pacific Lumber's cash flows from operations may be adversely affected by
diminished availability of logs from the Company, lower lumber prices, adverse
weather conditions, or pending legal, regulatory and environmental matters.
Pacific Lumber may require funds available under its credit agreement and/or
additional prepayments by MGI of an intercompany loan in order to meet its
working capital and capital expenditure requirements for the next year.

CRITICAL ACCOUNTING POLICIES

      See Item 7. "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Critical Accounting Policies" of the Form 10-K for a
discussion of the Company's critical accounting policies.

NEW ACCOUNTING PRONOUNCEMENTS

      See Note 1 for a discussion of new accounting pronouncements and their
potential impact on the Company.


ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      The Company is exposed to changes in interest rates under the Line of
Credit, which was established in conjunction with the offering of the Timber
Notes. This facility bears interest at either the prime interest rate or LIBOR
plus a specified percentage point spread. As of June 30, 2003, there were $4.4
million in borrowings outstanding under the Line of Credit. Based on the amount
of borrowings outstanding under the Line of Credit during the six months ended
June 30, 2003, the impact of a 1.0% change in interest rates effective from the
beginning of the year would not have been material to the Company's interest
expense for the period.

      None of the Company's other debt is exposed to the risk of higher interest
payments due to changes in market interest rates. The Company does not utilize
interest rate swaps or similar hedging arrangements.


ITEM 4.       DISCLOSURE CONTROLS AND PROCEDURES

      The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the Company's reports
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission, and that such information is accumulated and
communicated to the Company's management, including its Chief Executive Officer
and Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure. In designing and evaluating the disclosure controls and
procedures, management recognized that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.

      As of the end of the period covered by this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer and the
Company's Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures. Based on the
foregoing, the Company's Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures were effective.

      There have been no significant changes in the Company's internal controls
or in other factors that could significantly affect the internal controls
subsequent to the date the Company completed its evaluation.


                           PART II. OTHER INFORMATION

ITEM 1.       LEGAL PROCEEDINGS

      The information set forth in Note 3 is incorporated herein by reference.

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

      A.   EXHIBITS:

           * 4.1 Third Amendment, dated June 20, 2003, to the Line of Credit

           * 31.1  Section 302 Certification of Chief Executive Officer
           * 31.2  Section 302 Certification of Chief Financial Officer
           * 32.1  Section 906 Certification of Chief Executive Officer
           * 32.2  Section 906 Certification of Chief Financial Officer

      * Included with this filing

      B.      REPORTS ON FORM 8-K:

      On April 21, 2003, the Company filed a current report on Form 8-K (under
Item 9), related to the filing of a certificate in respect of the Company's
Timber Notes.

      On May 19, 2003, the Company filed a current report on Form 8-K (under
Item 5), related to a tentative ruling in the EPIC-SYP/Permits lawsuit.

      On May 20, 2003, the Company filed a current report on Form 8-K (under
Item 9), related to the filing of a certificate in respect of the Company's
Timber Notes.

      On June 20, 2003, the Company filed a current report on Form 8-K (under
Item 9), related to the filing of a certificate in respect of the Company's
Timber Notes.

      On July 21, 2003, the Company filed a current report on Form 8-K (under
Item 9), related to the filing of a certificate in respect of the Company's
Timber Notes.

      On July 24, 2003, the Company filed a current report on Form 8-K (under
Item 5), related to a statement of decision with respect to the EPIC-SYP/Permits
and USWA lawsuits.

                                    SIGNATURE


      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 financial and accounting officer of the
Registrant.



                                                  SCOTIA PACIFIC COMPANY LLC



Date: August 14, 2003            By:           /S/   GARY L. CLARK
                                ------------------------------------------------
                                                 Gary L. Clark
                                    Vice President - Finance and Administration
                                    (Principal Financial and Accounting Officer)


                                                                     APPENDIX A


                            GLOSSARY OF DEFINED TERMS


APB Opinion No. 30: Accounting Principles Board Opinion 30, "Reporting the
Results of Operations - Reporting Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions"

Bear Creek lawsuit: An action entitled Environmental Protection Information
Association v. Pacific Lumber, Scotia Pacific Company LLC (No. C01-2821) pending
in the U.S. District Court for the Northern District of California

California Permit: The incidental take permit issued by California pursuant to
the HCP

Cave action: An action entitled Steve Cave, et al. v. Gary Clark, et al. (No.
DR0220719) pending in the Superior Court of Humboldt County, California

CDF:  California Department of Forestry and Fire Protection

CESA:  California Endangered Species Act

Company: Scotia Pacific Company LLC, a limited liability company wholly owned by
Pacific Lumber

Company Timber: The timber located on the Company's timberlands which is not
subject to harvesting rights by Pacific Lumber

Cook action: An action entitled Alan Cook, et al. v. Gary Clark, et al. (No.
DR020718) pending in the Superior Court of Humboldt County, California

CWA:  Federal Clean Water Act

Elk River Order: Clean up and abatement order issued to Pacific Lumber by the
North Coast Water Board for the Elk River watershed

Environmental Plans:  The HCP and the SYP

EPA:  Environmental Protection Agency

EPIC-SYP/Permits lawsuit: An action entitled Environmental Protection
Information Association, Sierra Club v. California Department of Forestry and
Fire Protection, California Department of Fish and Game, The Pacific Lumber
Company, Scotia Pacific Company LLC, Salmon Creek Corporation, et al. pending in
the Superior Court of Humboldt County, California ( No. CV990452)

ESA:  The federal Endangered Species Act

Form 10-K: The Company's Annual Report on Form 10-K filed with the Securities
and Exchange Commission for the fiscal year ended December 31, 2002

Harvest Value Schedule: A schedule setting forth the SBE Prices published
bi-annually by the California State Board of Equalization for purposes of
computing yield taxes on timber sales

HCP: The habitat conservation plan covering multiple species approved on March
1, 1999, in connection with the consummation of the Headwaters Agreement

Headwaters Agreement: The September 1996 agreement between Pacific Lumber, the
Company, Salmon Creek, the United States and California which provided the
framework for the acquisition by the United States and California of the
Headwaters Timberlands

Headwaters Timberlands: Approximately 5,600 acres of Pacific Lumber timberlands
consisting of two forest groves commonly referred to as the Headwaters Forest
and the Elk Head Springs Forest which were sold to the United States and
California on March 1, 1999

Humboldt DA action: A civil suit filed in the Superior Court of Humboldt County,
California by the District Attorney of Humboldt County entitled The People of
the State of California v. Pacific Lumber, Scotia Pacific Holding Company and
Salmon Creek Corporation (No. DR030070)

HWC lawsuit: An action entitled Humboldt County Watershed Council, et al. v.
North Coast Regional Water Quality Control Board, et al. (No. CV03-0438),
naming Pacific Lumber as real party in interest, pending in the Superior Court
of Humboldt County, California

Indenture:  The indenture governing the Timber Notes

LIBOR:  London Inter Bank Offering Rate

Line of Credit: The agreement between a group of lenders and the Company
pursuant to which the Company may borrow in order to pay up to one year's
interest on the Timber Notes

Master Purchase Agreement: The agreement entered into between Pacific Lumber and
the Company that governs all purchases of logs by Pacific Lumber from the
Company

MAXXAM:  MAXXAM Inc.

Mbfe: A concept developed for use in structuring the Timber Notes; under this
concept one thousand board feet, net Scribner scale, of residual old growth
redwood timber equates to one Mbfe

MGI:  MAXXAM Group Inc., an indirect wholly owned subsidiary of MAXXAM

North Coast Water Board:  North Coast Regional Water Quality Control Board

Pacific Lumber:  The Pacific Lumber Company, a wholly owned subsidiary of MGI

Permits: The incidental take permits issued by the United States and California
pursuant to the HCP

PSLRA:  Private Securities Litigation Reform Act of 1995

Salmon Creek:  Salmon Creek LLC, a wholly owned subsidiary of Pacific Lumber

SAR Account: Funds held in a reserve account titled the Scheduled Amortization
Reserve Account and used to support principal payments on the Timber Notes

SBE Price: The applicable stumpage price for a particular species and size of
log, as set forth in the most recent Harvest Value Schedule

Scheduled Amortization: The amount of principal which the Company must pay
through each Timber Note payment date in order to avoid prepayment or deficiency
premiums

Services Agreement: Agreement between the Company and Pacific Lumber under which
Pacific Lumber provides operational, management and related services to the
Company with respect to the Company's timberlands

SFAS No. 143: Statement of Financial Accounting Standards No. 143, "Accounting
for Asset Retirement Obligations"

SFAS No. 145: Statement of Financial Accounting Standards No. 145, "Rescission
of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections"

State Water Board:  California State Water Resources Control Board

SYP: The sustained yield plan approved on March 1, 1999, in connection with the
consummation of the Headwaters Agreement

THP: Timber harvesting plan required to be filed with and approved by the CDF
prior to the harvesting of timber

THP No. 520 lawsuit: An action entitled The Pacific Lumber Company, et al. v.
California State Water Resources Control Board (No. DR010860) pending in the
Superior Court of Humboldt County, California

Timber Notes: The Company's 6.55% Series B Class A-1 Timber Collateralized
Notes, 7.11% Series B Class A-2 Timber Collateralized Notes and 7.71% Series B
Class A-3 Timber Collateralized Notes due July 20, 2028

TMDLs:  Total maximum daily load limits

USWA lawsuit: An action entitled United Steelworkers of America, AFL-CIO, CLC,
and Donald Kegley v. California Department of Forestry and Fire Protection, The
Pacific Lumber Company, Scotia Pacific Company LLC and Salmon Creek Corporation
(No. 99CS00626) pending in the Superior Court of Sacramento County, California`