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


                                FORM 10-Q/A NO. 1

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


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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002

                        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 |_|




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.


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      The Registrant is amending its Form 10-Q for the quarter ended June 30,
2002, to correct the amounts set forth under the column entitled "Price $/MBFE"
in the table contained in Part I. Item 2. "Management's Discussion and Analysis
of Financial Condition and Results of Operations--Results of Operations--Log
Sales to Pacific Lumber" of such Form 10-Q. The prices included in the table as
originally submitted inadvertently reflected prices on an MBF basis rather than
an Mbfe basis. This item, as amended, reads as follows (attached hereto as
Exhibit 99.1 is such Form 10-Q as so amended):

      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, 2002            THREE MONTHS ENDED JUNE 30, 2001
                               ---------------------------------------   ------------------------------------------
                                               PRICE                                        PRICE
                                     MBFES     $/MBFE       REVENUES           MBFES       $/MBFE        REVENUES
                               ------------  -----------   -----------   -------------  ------------   ------------
Redwood......................       19,800   $      652    $     12.9          23,700   $     1,252    $      29.7
Douglas Fir..................        2,300          503           1.1           4,800           612            2.9
Other........................          100          336           0.1             200           412            0.1
                               ------------                -----------   -------------                 ------------
                                    22,200                 $     14.1          28,700                  $      32.7
                               ============                ===========   =============                 ============


                                   SIX MONTHS ENDED JUNE 30, 2002              SIX MONTHS ENDED JUNE 30, 2001
                               ---------------------------------------   ------------------------------------------
                                               PRICE                                       PRICE
                                     MBFES     $/MBFE       REVENUES           MBFES       $/MBFE        REVENUES
                               ------------  -----------   -----------   -------------  ------------   ------------
Redwood......................       47,200   $      586    $     27.6          33,900   $     1,231    $      41.8
Douglas Fir..................        6,600          342           2.2           7,100           556            3.9
Other........................          500          144           0.2             400           294            0.1
                               ------------                -----------   -------------                 ------------
                                    54,300                 $     30.0          41,400                  $      45.8
                               ============                ===========   =============                 ============

      Net sales from logs were $14.1 million and $32.7 million for the three
months ended June 30, 2002 and 2001, respectively. The decrease in revenue was
predominantly due to the significant decrease in redwood prices. SBE Prices for
redwood published for the six months beginning January 1, 2002 were
approximately 50% lower than those published for the same period of 2001. In
addition to the decrease in prices, volumes declined predominantly due to a
decline in the available-to-log THPs and the timing of the applicable seasonal
harvesting restrictions imposed under the HCP. See "--Background" for further
discussion of the factors affecting the supply of approved THPs. For the six
months ended June 30, 2002 and 2001, net sales from logs were $30.0 million and
$45.8 million, respectively. The decrease for the six month periods was
predominantly due to the decrease in redwood log prices discussed above, offset
by a 12,900 Mbfe increase in the volume of log deliveries.



                                    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 15, 2002       By:              /S/     GARY L. CLARK
                               -------------------------------------------------
                                                  Gary L. Clark
                                   Vice President - Finance and Administration
                                  (Principal Financial and Accounting Officer)




                                  EXHIBIT INDEX

99.1  Form 10-Q of the Registrant for the quarter ended June 30, 2002, as
      amended to reflect the Registrant's Form 10-Q/A No. 1 dated August 15,
      2002`