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                                  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 SEPTEMBER 30, 2001

                        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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                                TABLE OF CONTENTS



PART I.  -  FINANCIAL INFORMATION

         Item 1.   Financial Statements:
                   Balance Sheet at September 30, 2001 and December 31, 2000
                   Statement of Income for the three and nine months ended
                        September 30, 2001 and 2000
                   Statement of Cash Flows for the nine months ended September
                        30, 2001 and 2000
                   Condensed Notes to Financial Statements

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

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)



                                                                                        SEPTEMBER 30, DECEMBER 31,
                                                                                            2001          2000
                                                                                        ------------- -------------
                                                                                         (UNAUDITED)
ASSETS
Current assets:
   Cash and cash equivalents........................................................... $       16.2  $       98.1
   Marketable securities, restricted...................................................         17.1          16.3
   Receivables from Pacific Lumber.....................................................         11.1          11.2
   Prepaid timber harvesting costs.....................................................          7.5           5.7
   Other current assets................................................................          0.8           0.5
                                                                                        ------------- -------------
      Total current assets.............................................................         52.7         131.8
Timber and timberlands, net of accumulated depletion of $258.8 and
   $251.8, respectively................................................................        250.3         255.0
Property and equipment, net of accumulated depreciation of $12.6 and
   $11.3, respectively.................................................................         20.2          19.0
Deferred financing costs, net..........................................................         16.8          17.8
Restricted cash, marketable securities and other investments...........................         87.9          94.6
Other assets...........................................................................          6.7           7.4
                                                                                        ------------- -------------
                                                                                        $      434.6  $      525.6
                                                                                        ============= =============

LIABILITIES AND MEMBER DEFICIT
Current liabilities:
   Due to Pacific Lumber............................................................... $        1.0  $        0.3
   Accrued interest....................................................................         11.2          26.3
   Other accrued liabilities...........................................................          2.7           3.4
   Current maturities of long-term debt................................................         17.2          16.4
                                                                                        ------------- -------------
      Total current liabilities........................................................         32.1          46.4
Long-term debt, less current maturities and excluding $57.7 and $59.9, respectively,
   of Timber Notes held in SAR Account.................................................        752.2         767.2
                                                                                        ------------- -------------
      Total liabilities................................................................        784.3         813.6
                                                                                        ------------- -------------

Contingencies (See Note 3)

Member deficit.........................................................................       (349.7)       (288.0)
                                                                                        ------------- -------------
                                                                                        $      434.6  $      525.6
                                                                                        ============= =============


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


                           SCOTIA PACIFIC COMPANY LLC

                               STATEMENT OF INCOME
                            (IN MILLIONS OF DOLLARS)



                                                                     THREE MONTHS ENDED        NINE MONTHS ENDED
                                                                       SEPTEMBER 30,            SEPTEMBER 30,
                                                                   -----------------------  -----------------------
                                                                      2001         2000        2001        2000
                                                                   -----------  ----------  ----------  -----------
                                                                                      (UNAUDITED)

Log sales to Pacific Lumber......................................  $     30.4   $    47.3   $    76.3   $     94.4
                                                                   -----------  ----------  ----------  -----------

Operating expenses:
   General and administrative....................................         6.6         6.1        15.0         13.8
   Depletion, depreciation and amortization......................         4.2         3.9         9.0          9.4
                                                                   -----------  ----------  ----------  -----------
                                                                         10.8        10.0        24.0         23.2
                                                                   -----------  ----------  ----------  -----------

Operating income.................................................        19.6        37.3        52.3         71.2
                                                                   -----------  ----------  ----------  -----------

Other income (expense):
   Interest and other income.....................................         1.7         2.4         6.1          6.2
   Interest expense..............................................       (14.7)      (15.6)      (44.2)       (47.6)
                                                                   -----------  ----------  ----------  -----------
Income before extraordinary item.................................         6.6        24.1        14.2         29.8
Extraordinary item:
   Gains on repurchases of debt..................................           -         0.2           -          2.6
                                                                   -----------  ----------  ----------  -----------
Net income.......................................................  $      6.6   $    24.3   $    14.2   $     32.4
                                                                   ===========  ==========  ==========  ===========


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


                           SCOTIA PACIFIC COMPANY LLC

                             STATEMENT OF CASH FLOWS
                            (IN MILLIONS OF DOLLARS)



                                                                                                NINE MONTHS ENDED
                                                                                                 SEPTEMBER 30,
                                                                                             ----------------------
                                                                                                2001       2000
                                                                                             ---------- -----------
                                                                                                   (UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income..............................................................................  $    14.2  $     32.4
   Adjustments to reconcile net income to net cash provided by operating activities:
      Extraordinary gains on repurchases of debt...........................................          -        (2.6)
      Depletion, depreciation and amortization.............................................        9.0         9.4
      Amortization of deferred financing costs.............................................        1.0         1.1
      Increase (decrease) in cash resulting from changes in:
        Receivables from Pacific Lumber....................................................        0.1       (14.1)
        Prepaid timber harvest costs.......................................................       (1.8)       (3.4)
        Due to Pacific Lumber..............................................................        0.1         0.3
        Accrued interest...................................................................      (15.1)      (16.5)
        Other accrued liabilities..........................................................       (0.6)        0.3
        Other..............................................................................       (0.3)       (0.4)
                                                                                             ---------- -----------
      Net cash provided by operating activities............................................        6.6         6.5
                                                                                             ---------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures....................................................................       (4.2)       (6.1)
   Restricted cash withdrawals used to acquire timberlands.................................          -         0.8
                                                                                             ---------- -----------
      Net cash used for investing activities...............................................       (4.2)       (5.3)
                                                                                             ---------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal payments on Timber Notes and other timber related debt........................      (14.2)      (15.9)
   Borrowings (repayments) under line of credit agreement..................................          -         4.6
   Member distribution.....................................................................      (77.4)          -
   Net changes in debt related restricted cash, marketable securities and other
      investments..........................................................................        7.3        10.4
                                                                                             ---------- -----------
      Net cash provided by (used for) financing activities.................................      (84.3)       (0.9)
                                                                                             ---------- -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.......................................      (81.9)        0.3
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD...........................................       98.1         1.3
                                                                                             ---------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.................................................  $    16.2  $      1.6
                                                                                             ========== ===========

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
   Repurchases of debt using restricted cash...............................................  $       -  $     36.1
   Contribution of SYP/HCP related costs by Pacific Lumber.................................          -         5.7
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Interest paid...........................................................................  $    58.3  $     63.0


   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 September 30, 2001, and the results of operations for the three
and nine months ended September 30, 2001 and 2000, and the cash flows for the
nine months ended September 30, 2001 and 2000. The Company is a wholly owned
subsidiary of Pacific Lumber which is a wholly owned subsidiary of MGI. MGI is a
wholly owned subsidiary of MGHI which is a wholly owned subsidiary of MAXXAM.

      NEW ACCOUNTING STANDARD

      In August 2001, the Financial Accounting Standards Board issued 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. The Company is required to adopt SFAS No. 143 beginning
on January 1, 2003. Management is assessing the impact of the standard on its
results of operations and financial position.

2.    CASH, MARKETABLE SECURITIES AND OTHER INVESTMENTS

      Cash, marketable securities and other investments include the following
amounts which are restricted (in millions):


                                                                                        SEPTEMBER 30,  DECEMBER 31,
                                                                                            2001           2000
                                                                                        -------------  ------------
Current assets:
   Cash and cash equivalents, restricted..............................................  $       13.7   $      29.2
   Marketable securities, restricted:
      Amounts held in SAR Account.....................................................          17.1          16.3
                                                                                        -------------  ------------
                                                                                                30.8          45.5
Long-term restricted cash, marketable securities and other investments:
   Amounts held in SAR Account........................................................         137.0         144.4
   Other amounts restricted under the Indenture.......................................           2.8           2.9
   Less: Amounts attributable to Timber Notes held in SAR Account.....................         (51.9)        (52.7)
                                                                                        -------------  ------------
                                                                                                87.9          94.6
                                                                                        -------------  ------------
Total restricted cash, marketable securities and other investments....................  $      118.7   $     140.1
                                                                                        =============  ============

      Funds held in the SAR Account include a limited partnership interest in
the Equity Fund Partnership, which invests in a diversified portfolio of common
stocks and other equity securities whose issuers are involved in merger, tender
offer, spin-off or recapitalization transactions. The following table shows the
Company's investment in the Equity Fund Partnership and the ownership interest
(dollars in millions).


                                                                                        SEPTEMBER 30,    DECEMBER 31,
                                                                                            2001             2000
                                                                                        -------------   --------------

Investment in Equity Fund Partnership................................................   $       10.6    $        10.1

Percentage of ownership held.........................................................            3.1%            10.8%


3.    CONTINGENCIES

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

       The SYP complies with the California Board of Forestry and Fire
Protection regulations 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 harvest level during the last
decade of the 100-year planning period. The SYP is effective for 10 years
(subject to review after five years) and may be amended by Pacific Lumber,
subject to approval by the CDF. Revised SYPs will be prepared every decade that
address the harvest level based upon reassessment 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 as endangered or threatened 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.

      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 17 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 the December 1999 EPA 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 water courses. However, the September 2000 report by the
staff of the North Coast Water Board proposed various actions, including
restrictions on harvesting beyond those required under the HCP. Dates for
hearings concerning these matters have not been scheduled. Establishment of the
final TMDL requirements applicable to the Company's timberlands will be a
lengthy process, and the final TMDL requirements applicable to the Company's
timberlands may require aquatic protection measures that are different from or
in addition to the prescriptions to be developed pursuant to the watershed
analysis process provided for in the HCP.

      Since the consummation of the Headwaters Agreement on March 1, 1999, there
has been a significant amount of work required in connection with the
implementation of the Environmental Plans, and this work is expected to continue
for several more years. During the implementation period, government agencies
have thus far failed to approve THPs in a timely manner. The rate of approvals
of THPs during the nine months ended September 30, 2001, has improved over that
for the prior year; however, it continues to be below what the Company requires
to meet its targeted harvest levels under the SYP. Nevertheless, the Company
anticipates that once the Environmental Plans are fully implemented, the process
of preparing THPs will become more streamlined, and the time to obtain approval
of THPs will potentially be shortened.

      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. On December 2, 1997,
the Wrigley lawsuit was filed. This action alleges, among other things, that the
defendants' logging practices have contributed to an increase in flooding and
damage to domestic water systems in a portion of the Elk River watershed. The
Company believes that it has strong factual and legal defenses with respect to
the Wrigley lawsuit; however, there can be no assurance that it will not have a
material adverse effect on the Company's financial position, results of
operations or liquidity.

      On March 31, 1999, the EPIC-SYP/Permits lawsuit was filed alleging various
violations of the CESA and the California Environmental Quality Act, and
challenging, among other things, the validity and legality of the SYP and the
Permits issued by California. On March 31, 1999, the USWA lawsuit was filed also
challenging the validity and legality of the SYP. The Company believes that
appropriate procedures were followed throughout the public review and approval
process concerning the HCP and the SYP, and the Company is working with the
relevant government agencies to defend these challenges. Although uncertainties
are inherent in the final outcome of the EPIC-SYP/Permits lawsuit and the USWA
lawsuit, the Company believes that the resolution of these matters should not
result in a material adverse effect on its financial condition, results of
operations or the ability to harvest timber.

      In connection with a February 2001 notice of intent to sue Pacific Lumber,
on July 24, 2001, the Bear Creek lawsuit was filed. The lawsuit alleges that the
Company 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 in the Bear Creek watershed, and is
seeking to enjoin these activities until such permit has been obtained. The
plaintiff also seeks civil penalties of up to $27,000 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 effect on its
consolidated financial condition or results of operations.

      While the Company expects environmentally focused objections and lawsuits
to continue, it believes that the HCP, the SYP and the Permits should enhance
its position in connection with these continuing challenges and, over time,
reduce or minimize such challenges.

4.    COMPREHENSIVE INCOME AND MEMBER DEFICIT

      Comprehensive income includes the following (in millions):

                                                                  THREE MONTHS ENDED          NINE MONTHS ENDED
                                                                    SEPTEMBER 30,               SEPTEMBER 30,
                                                              --------------------------  -------------------------
                                                                  2001          2000         2001          2000
                                                              ------------  ------------  -----------  ------------
Net income..................................................  $       6.6   $      24.3   $     14.2   $      32.4
Other comprehensive income:
   Net change in fair value of available-for-sale
   investments..............................................          1.1           0.6          1.5           0.6
                                                              ------------  ------------  -----------  ------------
Total comprehensive income..................................  $       7.7   $      24.9   $     15.7   $      33.0
                                                              ============  ============  ===========  ============

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

                                                                                                     NINE MONTHS
                                                                                                        ENDED
                                                                                                    SEPTEMBER 30,
                                                                                                         2001
                                                                                                   ----------------
Balance at beginning of period.................................................................... $     (288.0)
Comprehensive income..............................................................................         15.7
Member distribution...............................................................................        (77.4)
                                                                                                   ----------------
Balance at end of period.......................................................................... $     (349.7)
                                                                                                   ================


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, 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 Notes to the Condensed Financial Statements included in Item 1.

      This Quarterly Report on Form 10-Q 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 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 that could cause such differences
between the 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.

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. Historical harvest volumes reflected in this report are stated on
an Mbfe basis.

      Master Purchase Agreement Governing Log Sales to Pacific Lumber. The
Master Purchase Agreement generally contemplates that all sales of logs by the
Company to Pacific Lumber will be at the SBE Price. 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. However, SBE prices may
not necessarily be representative of actual prices that would be realized from
unrelated parties at subsequent dates.

      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 under the adaptive management provision contained in the HCP, and as a
result of the watershed analysis process to be performed over the five-year
period which began March 1, 1999. See Note 3.

      Log Sales to Pacific Lumber
      Net sales of logs were $30.4 million and $47.3 million for the three
months ended September 30, 2001 and 2000, respectively. The SBE Prices published
for the six months beginning July 1, 2001, reflected declines in the prices for
redwood logs in the range of 35% to 40% from the previous period. The decrease
in net sales was largely due to this decrease in SBE Prices. The volume of log
deliveries for the quarters ended September 30, 2001 and 2000, were 42,500 Mbfe
and 36,500 Mbfe, respectively. The increase in volume was predominantly due to
an increase in THPs approved in the third quarter of 2001; however, seasonal
harvesting restrictions imposed under the HCP have reduced the number of
available-to-log THPs as compared to historical years. See "--Trends" for
further discussion of the factors affecting the supply of approved THPs. Net
sales from logs were $76.3 million and $94.4 million for the nine months ended
September 30, 2001 and 2000, respectively. The decrease was predominantly due to
a decrease in the average realized log prices as discussed above. Log volumes
were 83,900 Mbfe and 84,300 Mbfe, respectively, for the nine month periods.

      Operating Income and Net Income
      Operating income was $19.6 million and $37.3 million for the quarters
ended September 30, 2001 and 2000, respectively. Operating income was $52.3
million and $71.2 million for the nine months ended September 30, 2001 and 2000,
respectively. The decreases for both the three month and nine month periods are
principally due to the decreases in log sales discussed above.

      Net income for the third quarter decreased from $24.3 million in 2000 to
$6.6 million in 2001 primarily as a result of the decrease in net sales from
logs discussed above. The decrease in net income from $32.4 million for the nine
months ended September 30, 2000, to $14.2 million for the nine months ended
September 30, 2001, was also principally due to the decrease in net sales from
logs as discussed above. This decrease was partially offset by a decrease in
interest expense relating to repurchases of Timber Notes. In addition, results
for the nine months ended September 30, 2000, included a $2.6 million
extraordinary gain on repurchases of Timber Notes.

FINANCIAL CONDITION AND INVESTING AND FINANCING ACTIVITIES

      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.

      On June 1, 2001, the Line of Credit was extended for an additional year to
July 12, 2002. At September 30, 2001, the Company could have borrowed a maximum
of $60.9 million under the Line of Credit, and there were no borrowings
outstanding under the Line of Credit.

      During the nine months ended September 30, 2001, the Company used $67.3
million set aside in the note payment account to pay the $57.4 million of
interest due as well as $9.9 million of principal. The Company repaid an
additional $4.3 million of principal on the Timber Notes using funds held in the
SAR Account, resulting in total principal payments of $14.2 million, an amount
equal to Scheduled Amortization. In addition, the Company made distributions in
the amount of $77.4 million to its parent, Pacific Lumber, $63.9 million of
which was made using funds from the December 2000 sale of the Owl Creek grove
and $13.5 million of which was made using excess funds released from the SAR
Account.

      With respect to short-term liquidity, the Company believes that it will
generate sufficient cash from operations to pay all of the interest and required
principal on the Timber Notes on the January 21, 2002, payment date; however,
given the uncertainties concerning the ability of the Company to obtain THP
approvals, restrictions on winter harvesting operations and other matters, there
can be no assurance that this will be the case. Any shortfall in funds available
to pay interest could be borrowed under the Line of Credit. The Company also
expects that all or a portion of the funds used to pay Scheduled Amortization
will be provided from the SAR Account.

      Pacific Lumber's financial condition will affect its ability to purchase
logs from the Company and to meet its obligations under the Services Agreement.
Pacific Lumber's liquidity improved significantly as a result of $78.7 million
in distributions paid by the Company, and $6.4 million in repayments on an
intercompany loan by MGI during the period from January 1, 2001 to October 31,
2001. Nevertheless, Pacific Lumber expects that near-term cash flows from
operations will be adversely affected by lower lumber prices, an inadequate
supply of logs and a related slowdown in lumber production. Pacific Lumber may
require funds available under Pacific Lumber's revolving credit agreement,
additional repayments by MGI of an intercompany loan and/or capital
contributions from MGI to enable it to meet its working capital and capital
expenditure requirements for the next year. With respect to long-term liquidity,
although Pacific Lumber expects that its existing cash and cash equivalents
should provide sufficient funds to meet its working capital and capital
expenditure requirements, until such time as Pacific Lumber has adequate cash
flows from operations and/or dividends from the Company, there can be no
assurance that this will be the case.

      With respect to long-term liquidity, the Company believes that its
existing cash, including cash available for principal payments from the SAR
Account, and funds available under the Line of Credit, together with its ability
to generate sufficient levels of cash flows from operations over the long term,
should provide sufficient funds to meet its long-term working capital, capital
expenditures and required debt service obligations. If the Company generates
excess funds after the payment of operating expenses, capital expenditures,
interest, premiums, required principal payments and replenishment of the SAR
Account, it may at its option either pay dividends, retain these funds for
internal purposes or make voluntary principal payments. Cash flows from
operations may continue to be adversely affected if the Company does not
experience improvements in the THP submission and approval process, or if
inclement weather conditions or seasonal operating restrictions under the HCP
hamper harvesting operations. Cash flows from operations would also be adversely
affected if additional judicial or regulatory restrictions are imposed on the
Company's harvesting activities, or if the Environmental Plans are not
implemented in accordance with the Company's expectations.

    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.

      Regulatory and environmental matters play a significant role in the
Company's operations. See Note 3 and Item 1. "Business--Regulatory and
Environmental Factors" of the Form 10-K for a discussion of these matters.
Regulatory compliance and related litigation have caused delays in obtaining
approvals of THPs and delays in harvesting on THPs once they are approved. This
has resulted in a decline in harvest, an increase in the cost of logging
operations, and lower net sales.

      Since the consummation of the Headwaters Agreement on March 1, 1999, there
has been a significant amount of work required in connection with the
implementation of the Environmental Plans, and this work is expected to continue
for several more years. During the implementation period, government agencies
have thus far failed to approve THPs in a timely manner. The rate of approvals
of THPs during the nine months ended September 30, 2001, has improved over that
for the prior year; however, it continues to be below what the Company requires
to meet its targeted harvest levels under the SYP. Nevertheless, the Company
anticipates that once the Environmental Plans are fully implemented, the process
of preparing THPs will become more streamlined, and the time to obtain approval
of THPs will potentially be shortened.

      There can be no assurance that the Company will not continue to experience
difficulties in receiving approvals of its THPs similar to those it has been
experiencing. Furthermore, there can be no assurance that certain pending legal,
regulatory and environmental matters or future governmental regulations,
legislation or judicial or administrative decisions, or adverse weather
conditions, would not have a material adverse effect on the Company's financial
position, results of operations or liquidity. See Part II. Item 1. "Legal
Proceedings" and Note 3 for further information regarding regulatory and legal
proceedings affecting the 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 subsequent to
the filing of the Form 10-K.

      With respect to the EPIC-SYP Permits lawsuit and the USWA lawsuit, the
November 2001 trial date for each of these lawsuits has been postponed, and no
new trial date for either of these lawsuits has been set.

      With respect to a February 2001 notice of intent to sue the Company and
Pacific Lumber, on July 24, 2001, the Bear Creek lawsuit was filed. The lawsuit
alleges that the Company 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 in the Bear Creek
watershed, and is seeking to enjoin these activities until such permit has been
obtained. The plaintiff also seeks civil penalties of up to $27,000 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 continues
to believe that it has strong legal defenses in this matter; however, there can
be no assurance that this lawsuit will not have a material adverse effect on its
consolidated financial condition or results of operations.


ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

      A.   EXHIBITS:

           None.

      B.   REPORTS ON FORM 8-K:

      On August 20, 2001, 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 September 20, 2001, 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 October 22, 2001, 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.


                                    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: November 13, 2001           By:       /S/      GARY L. CLARK
                                     ------------------------------------------
                                                   Gary L. Clark
                                     Vice President - Finance and Administration
                                    (Principal Financial and Accounting Officer)



                                                                      APPENDIX A


                            GLOSSARY OF DEFINED TERMS


Bear Creek lawsuit: An action entitled Environmental Protection Information
Association v. Pacific Lumber, Scotia Pacific Company LLC (No. C01-2821), filed
July 24, 2001, in the U.S. District Court in the Northern District of 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

CWA:  Federal Clean Water Act

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. (No.
99CS00639) filed March 31, 1999 in the Superior Court of Sacramento County

Equity Fund Partnership: A partnership investing in equity securities in which
the Company holds a limited partnership interest

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, 2000

Harvest Value Schedule: A schedule setting forth the SBE Prices published
bi-annually by the California Board of Equalization applicable to the timber
sold during the period covered by the schedule for purposes of computing timber
yield taxes

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 28, 1996, agreement between Pacific Lumber,
Scotia LLC, 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

Indenture:  The indenture governing the Timber Notes

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

MGHI:  MAXXAM Group Holdings Inc., a wholly owned subsidiary of MAXXAM

MGI:  MAXXAM Group Inc., a wholly owned subsidiary of MGHI

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

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

SAR Account: Funds held in a reserve account to support principal payments on
the Timber Notes

SBE Price: The applicable stumpage price for a particular species and category
of log, as set forth in the most recent Harvest Value Schedule published by the
California State Board of Equalization at six month intervals for the purpose of
computing yield taxes imposed on the harvesting of timber

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: An agreement whereby Pacific Lumber is to provide
operational, management and related services with respect to the Company's
timberlands and for which Pacific Lumber is paid a fee

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

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

Timber Notes: The Company's $867.2 million original aggregate principal amount
of 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) filed March 31, 1999 in the Superior Court of Sacramento County

Wrigley lawsuit: An action entitled Kristi Wrigley, et al. v. Charles Hurwitz,
John Campbell, Pacific Lumber, MAXXAM Group Holdings Inc., Scotia Pacific
Holding Company, MAXXAM Group Inc., MAXXAM Inc., Scotia Pacific Company LLC and
Federated Development Company (No. 9700399) filed December 2, 1997 in the
Superior Court of Humboldt County`