---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.  20549

---

FORM 10-Q

---

| | (Mark One)
| | ----------

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES
  EXCHANGE 
  ACT OF 1934  For the quarterly period ended June 30, 1999  OR  [  ] TRANSITION REPORT PURSUANT TO SECTION
  13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934  For the transition period from  to


Commission file number 0-24976

---

CROWN PACIFIC PARTNERS, L.P.(Exact name of registrant as specified in its charter)

|Delaware                                                                 | 93-1161833                          
|------------------------------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation                            | (I.R.S. Employer Identification No.)
|or organization)                                                         |                                     
|                                                                         |                                     
|121 SW Morrison Street, Suite 1500, Portland,
        Oregon             | 97204                               
|(Address of principal executive offices)                                 | (Zip Code)                          
|                                                                         |                                     
|                                                                         |                                     
|Registrant's telephone number,
        including area code: 503-274-2300

---

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 the number of shares outstanding of each of the issuer's
  classes of common equity, as of the latest practicable date.

|Common Units |  | 27,414,704                           
|------------ |  | -------------------------------------
|(Class)      |  | (Outstanding at August
      6, 1999)

---

CROWN PACIFIC PARTNERS, L.P. FORM 10-QINDEX

|PART I - FINANCIAL INFORMATION | Page                                                                                               
|------------------------------ | ---------------------------------------------------------------------------------------------------
|Item 1.                        | Financial Statements                                                                               
|                               | Consolidated Statement
        of Income  Three and Six Month Periods Ended June 30, 1999 and 1998
|                               | Consolidated
        Balance Sheet  June 30, 1999 and December 31, 1998                           
|                               | Consolidated Statement
        of Cash Flows  Six Months Ended June 30, 1999 and 1998             
|                               | Notes to Consolidated
        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                                 
|PART II - OTHER INFORMATION    |                                                                                                    
|Item 6.                        | Exhibits and Reports
        on Form 8-K                                                           
|Signatures                     | 19                                                                                                 

1



PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements

Crown Pacific Partners, L.P.

Consolidated Statement of Income(In thousands, except unit and per unit data)(Unaudited)

|                                                     | For the Three Months EndedJune 30,
|---------------------------------------------------- | ----------------------------------
|                                                     | 1999                              
|                                                     |                                   
|Revenues                                             | $199,070                          
|                                                     |                                   
|Operating costs:                                     |                                   
|Cost of products
        sold                        | 165,955                           
|Selling, general
        and administrative expenses | 10,475                            
|Operating income                                     | 22,640                            
|Interest expense                                     | 12,183                            
|Amortization of
        debt issuance costs          | 169                               
|                                                     |                                   
|Other expense (income),
        net                  | 387                               
|                                                     |                                   
|Net income                                           | $9,901                            
|                                                     |                                   
|Basic and diluted
        net income per unit        | $0.32                             
|                                                     |                                   
|Weighted average
        units outstanding           | 30,301,248                        

See accompanying Notes to Consolidated Financial
  Statements.2



Crown Pacific Partners, L.P.Consolidated Statement of Income(In thousands, except unit and per unit data)(Unaudited)

|                                                     | For the Six Months EndedJune 30,
|---------------------------------------------------- | --------------------------------
|
|                                                     | 1999                            
|                                                     |                                 
|Revenues                                             | $371,346                        
|                                                     |                                 
|Operating costs:                                     |                                 
|Cost of products sold                                | 309,120                         
|Selling, general and administrative
        expenses | 19,459                          
|                                                     |                                 
|Operating income                                     | 42,767                          
|                                                     |                                 
|Interest expense                                     | 24,320                          
|Amortization of debt issuance
        costs          | 320                             
|Other expense (income), net                          | 531                             
|                                                     |                                 
|Net income                                           | $17,596                         
|                                                     |                                 
|Basic and diluted net income
        per unit        | $0.58                           
|                                                     |                                 
|Weighted average units outstanding                   | 30,162,866                      

See accompanying Notes to Consolidated Financial
  Statements.3



Crown Pacific Partners, L.P.



Consolidated Balance Sheet(In thousands, except unit data)

|Assets                                                                                                                           
|---------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|                                                                                                                                 
|Current assets:                                                                                                                  
|Cash and cash equivalents                                                                                                        
|Accounts receivable,
      net of allowances of $505 and $340                                                                    
|Notes receivable                                                                                                                 
|Inventories                                                                                                                      
|Deposits on timber
      cutting contracts                                                                                       
|Prepaid and other
      current assets                                                                                           
|                                                                                                                                 
|Total current assets                                                                                                             
|Property, plant
      and equipment, net of accumulated 
      depreciation of $32,067 and $29,475                               
|Timber, timberlands
      and roads, net                                                                                         
|Intangible assets,
      net of accumulated amortization of $875 and $607                                                        
|Other assets                                                                                                                     
|                                                                                                                                 
|Total assets                                                                                                                     
|                                                                                                                                 
|Liabilities and Partners' Capital                                                                                                
|                                                                                                                                 
|Current liabilities:                                                                                                             
|Notes payable                                                                                                                    
|Accounts payable                                                                                                                 
|Accrued expenses                                                                                                                 
|Accrued interest                                                                                                                 
|Current portion of
      long-term debt                                                                                          
|Total current liabilities                                                                                                        
|Long-term debt                                                                                                                   
|Other non-current
      liabilities                                                                                              
|                                                                                                                                 
|                                                                                                                                 
|Commitments and contingent
      liabilities                                                                                     
|                                                                                                                                 
|Partners' capital:                                                                                                               
|General partners                                                                                                                 
|Limited partners (30,301,248 and
      29,876,720 units 
      outstanding at March 31, 1999 and December 31, 1998, respectively)
|                                                                                                                                 
|Total partners' capital                                                                                                          
|                                                                                                                                 
|Total liabilities
      and partners' capital                                                                                    

See accompanying Notes to Consolidated Financial
  Statements.4

Crown Pacific Partners, L.P.



Consolidated Statement of Cash Flows(In thousands)(Unaudited)

|                                                                                                  | For the Six Months EndedJune 30,
|------------------------------------------------------------------------------------------------- | --------------------------------
|
|                                                                                                  | 1999                            
|Cash flows from
        operating activities:                                                     |                                 
|Net income                                                                                        | $17,596                         
|Adjustments
        to reconcile net income to net cash provided by operating
        activities: |                                 
|Depletion, depreciation
        and amortization                                                  | 29,142                          
|Gain on sale of
        property                                                                  | (8)                             
|Other                                                                                             | 1                               
|Net change in current
        assets and current liabilities:                                     |                                 
|Accounts and notes
        receivable                                                             | (37,982)                        
|Inventories                                                                                       | (1,938)                         
|Deposits on timber
        cutting contracts                                                      | 314                             
|Prepaid and other
        current assets                                                          | (2,195)                         
|Accounts payable
        and accrued expenses                                                     | 25,573                          
|Net cash provided
      by operating activities:                                                  | 30,503                          
|                                                                                                  |                                 
|Cash flows from
        investing activities:                                                     |                                 
|Additions to timberlands                                                                          | (7,407)                         
|Additions to timber
        cutting rights                                                        | (11,499)                        
|Additions to equipment                                                                            | (9,071)                         
|Proceeds from sales
        of property                                                           | 3,749                           
|Principal payments
        received on notes                                                      | 11,461                          
|Purchase of businesses                                                                            | (3,114)                         
|Other investing
        activities                                                                | (796)                           
|Net cash used in
        investing activities                                                     | (16,677)                        
|                                                                                                  |                                 
|Cash flows from financing
      activities:                                                       |                                 
|Net increase in short-term
      borrowings                                                       | 7,000                           
|Proceeds from issuance
      of long-term debt                                                    | 13,152                          
|Repayments of long-term
      debt                                                                | (23)                            
|Distributions to
      partners                                                                   | (34,243)                        
|Debt and equity issuance
      costs.                                                             | (80)                            
|Other financing activities                                                                        | 163                             
|Net cash used in
      financing activities                                                       | (14,031)                        
|                                                                                                  |                                 
|Net increase (decrease)
      in cash and cash equivalents                                        | (205)                           
|Cash and cash equivalents
      at beginning of period                                            | 21,542                          
|                                                                                                  |                                 
|Cash and cash equivalents
      at end of period                                                  | $21,337                         

See accompanying Notes to Consolidated Financial
  Statements.5



CROWN PACIFIC PARTNERS, L.P.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(In thousands, except per unit amounts or as otherwise indicated)(Unaudited)

1:  Organization and Basis of PresentationCrown Pacific Partners, L.P. (Crown Pacific or the
  Partnership), a Delaware limited partnership, through its 99% owned
  subsidiary, Crown Pacific Limited Partnership (the Operating Partnership),
  was formed in 1994 to acquire, own and operate timberlands and wood product
  manufacturing facilities located in the northwest United States. The Partnership's
  business consists primarily of growing and harvesting timber for sale as logs
  in domestic and export markets and the manufacturing and selling of lumber and
  other wood products.

The financial statements included in this Form
  10-Q are unaudited and reflect the consolidated financial position, results
  of operations and cash flows of the Partnership. These financial statements
  include all the accounts of the Partnership but do not contain all of the information
  required by generally accepted accounting principles to be included in a full
  set of financial statements. The financial statements in the Partnership's
  1998 annual report on Form 10-K, which includes a summary of significant accounting
  policies of the Partnership, should be read in conjunction with this Form 10-Q.
  In the opinion of management, all material adjustments necessary to present
  fairly the results of operations for the three and six-month periods ended June
  30, 1999 and 1998 have been included. All such adjustments are of a normal and
  recurring nature and all significant intercompany transactions have been eliminated.
  The results of operations for any interim period are not necessarily indicative
  of the results of operations for the entire year.

Net income per unit was calculated using the
  weighted average number of common and subordinated units outstanding divided
  into net income, after adjusting for the General Partner interest.The
  General Partner income allocation was $99 and $75 for the three months ended
  June 30, 1999 and 1998, respectively, and $176 and $144 for the six months ended
  June 30, 1999 and 1998, respectively. There is no significant difference between
  basic and diluted earnings per unit as net income is allocated proportionately
  to both subordinated and common units.

Note 2:  InventoriesInventories, consisting of lumber and logs, are stated at the
  lower of LIFO cost or market. Supplies and inventories maintained at non-manufacturing
  locations are valued at the lower of average cost or market. Inventories consisted
  of the following:

|                        |  | June 30, 1999 |  | December 31,
      1998
|----------------------- |  | ------------- |  | -----------------------
|Lumber                  |  | $9,313        |  | $9,512                 
|Logs                    |  | 20,192        |  | 24,927                 
|Supplies                |  | 3,209         |  | 2,720                  
|LIFO adjustment         |  | 2,014         |  | 1,166                  
|Manufacturing inventory |  | 34,728        |  | 38,325                 
|Wholesale products      |  | 20,863        |  | 10,560                 
|Total                   |  | $55,591       |  | $48,885                

6






Note 3:  Timber, Timberlands and RoadsIn the first quarter of each year, the Partnership
  performs an update of its timber inventory system. The update resulted in a
  net decrease in depletion costs for the first half of 1999 of approximately
  $0.6 million, or $0.02 per unit, and a net increase in depletion costs for the
  first half of 1998 of approximately $3.9 million, or $0.14 per unit, with no
  impact on cash flow.

Note 4:  Supplemental Cash Flow InformationSupplemental disclosure of cash flow information is as follows:

|                                                    | Six
      months ended June 30,
|--------------------------------------------------- | -------------------------------
|                                                    |                                
|Cash paid during the period for
      interest      |                                
|Business assets acquired with
      debt and equity |                                



Note 5:  Acquisition of Desert Lumber, Inc.
  and Reno Lumber Service, Inc.In March 1999, the Partnership acquired Desert Lumber, Inc. and
  Reno Lumber Service, Inc. (collectively Desert Lumber), which operate
  contractor service yards in Las Vegas and Reno, Nevada, for approximately $24.3
  million (excluding contingent future payments of $3.0 million), which consisted
  of $5.1 million of cash, $9.0 million in Partnership units and the assumption
  of $10.2 million of debt and other liabilities. The acquisition was accounted
  for as a purchase and the results of Desert Lumber have been included since
  the acquisition date. Goodwill related to this acquisition was $10.0 million
  and is being amortized over 40 years. The unaudited pro forma results for the
  six months ended June 30, 1999 and 1998, had the Partnership acquired Desert
  Lumber on January 1, 1998, are as follows:

|                    |  | Six
      Months Ended June 30,
|------------------- |  | -------------------------------
|                    |  | 1999                           
|Revenue             |  | $379,754                       
|Net income          |  | 17,904                         
|Net income per unit |  | 0.58                           

Note 6:  Segment ReportingThe Partnership classifies its operations into three fundamental
  businesses: (1) Timberlands, consisting of the sale of logs to the Partnership's
  manufacturing facilities and to third parties, and the sale of timber and timberlands
  to third parties; (2) Manufacturing, consisting of the manufacture of logs into
  lumber and the sale of residual chips to pulp and paper mills; and (3) Wholesale
  Marketing, consisting of the trading of various forest products and distribution
  of lumber and panel products through the Partnership's professional contractor
  service yards. Transfers between segments are generally at prices which management
  believes reflect current market prices.

7

The following summarizes the Partnership's segment information:

|                        |  | Three Months Ended June 30, |  | Six Months Ended June 30,
|----------------------- |  | --------------------------- |  | -------------------------
|Revenues (in thousands) |  | 1999                        |  | 1998                     
|Timberlands:            |  |                             |  |                          
|Trade                   |  | $24,025                     |  | $57,156                  
|Intersegment            |  | 44,803                      |  | 39,829                   
|                        |  | 68,828                      |  | 96,985                   
|Manufacturing:          |  |                             |  |                          
|Trade                   |  | 69,779                      |  | 50,024                   
|Intersegment            |  | 3,419                       |  | 487                      
|                        |  | 73,198                      |  | 50,511                   
|Wholesale Marketing:    |  |                             |  |                          
|Trade                   |  | 101,916                     |  | 60,342                   
|Intersegment            |  | 7,246                       |  | 4,694                    
|                        |  | 109,162                     |  | 65,036                   
|Corporate and Other:    |  |                             |  |                          
|Trade                   |  | 3,350                       |  | 4,168                    
|Intersegment            |  | 1,131                       |  | 4,122                    
|                        |  | 4,481                       |  | 8,290                    
|Total:                  |  |                             |  |                          
|Total Revenue           |  | 255,669                     |  | 220,822                  
|Less Intersegment       |  | (56,599)                    |  | (49,132)                 
|Net Revenue             |  | $199,070                    |  | $171,690                 

|                                        |                             |          |                          
|--------------------------------------- | --------------------------- | -------- | -------------------------
|                                        |                             |          |                          
|                                        | Three Months Ended June 30, |          | Six Months Ended June 30,
|Operating income
        (in thousands) |                             | 1999     |                          
|Timberlands                             |                             | $14,106  |                          
|Manufacturing                           |                             | 8,929    |                          
|Wholesale                               |                             | 3,357    |                          
|Corporate and Other                     |                             | (3,752)  |                          
|Operating Income                        |                             | 22,640   |                          
|Interest Expense                        |                             | (12,183) |                          
|Other                                   |                             | (556)    |                          
|Net Income                              |                             | $9,901   |                          

Note 7:  DistributionsOn April 20, 1999, the Board of Control authorized
  the Partnership to make a distribution of $0.564 per unit. The total distribution
  was $17.4 million (including $0.4 million to the General Partners) and was paid
  on May 14, 1999 to unitholders of record on May 6, 1999.

Note 8:  Subsequent EventsOn July 20, 1999, the Board of Control authorized the Partnership
  to make a distribution of $0.564 per unit. The total distribution will be $17.4
  million (including $0.4 million to the General Partners) and will be paid on
  August 13, 1999 to unitholders of record on August 5, 1999.

8

Item 2.   Management's

  Discussion and Analysis of Financial Condition and Results of Operations

GeneralCrown Pacific's principal operations consist of the growing and
  harvesting of timber, the sale of logs and the processing and sale of lumber
  and other wood products. The Partnership's ability to implement its business
  strategy over the long term and its results of operations depend upon a number
  of factors, many of which are beyond its control. These factors include general
  industry conditions, domestic and international prices and supply and demand
  for logs, lumber and other wood products, seasonality and competition from other
  supplying regions and substitute products.

Forward-Looking StatementsInformation contained in Item 2 and other sections
  of this report include forward-looking statements including statements regarding
  the Partnership's expectations, hopes, beliefs, intentions or strategies
  regarding the future that are not purely historical, but are based on assumptions
  that in the future may prove not to be accurate. The Partnership's business
  and prospects are subject to a number of risks, including the volatility of
  global timber and lumber prices and supplies, factors limiting harvesting of
  timber including contractual obligations, governmental restrictions, weather
  and access limitations, as well as the substantial capital expenditures required
  to supply its operations.

Additional factors that could affect future
  performance include environmental risks, operating risks normally associated
  with the timber industry, competition, government regulation and economic changes
  in the regions where the Partnership's products are sold, including Southeast
  Asia and Japan. Other risk factors include the value of the U.S. dollar against
  foreign currencies and the ability of the Partnership to implement its business
  strategy. These and other risks are described in the Partnership's registration
  statements and reports filed from time to time on forms 10-K, 8-K and 10-Q and
  reports to unitholders, which are available from the Partnership or the United
  States Securities and Exchange Commission.

Financial ConditionThe Partnership's primary sources of liquidity
  have been cash provided by operating activities as well as debt and equity financings.
  Working capital increased to $101.7 million at June 30, 1999 compared to $97.7
  million at December 31, 1998. Cash provided by operating activities was $30.5
  million and $38.3 million for the six-month periods ended June 30, 1999 and
  1998, respectively. The net decrease in cash provided by operating activities
  is primarily a result of increased accounts receivable and inventory, partially
  offset by an increase in accounts payable balances related to the Partnership's
  wholesale operations.

Net cash used in investing activities of $16.7
  million resulted from additions to timberlands and timber cutting rights, equipment
  and acquisition of businesses, partially offset by proceeds from sales of properties
  and principal payments received on notes.

Net cash used by financing activities of $14.0
  million resulted primarily from distributions to partners of $34.2 million,
  partially offset by a $7.0 million net increase in short-term borrowings and
  $13.2 million in net proceeds from long-term debt.

9

Cash required to meet the Partnership's
  quarterly cash distributions (as required by the Partnership Agreement), to
  pay for capital expenditures and to satisfy interest and principal payments
  on indebtedness, will be significant. Capital expenditures, consisting of additions
  to timber cutting rights and additions to property, plant and equipment, were
  $20.6 million in the first half of 1999, and are expected to total approximately
  $30.0 million during all of 1999. Additions to timber and timberland purchases
  are evaluated as opportunities arise and totaled $7.4 million in the first half
  of 1999. The Managing General Partner expects that capital expenditures will
  be funded by a combination of any or all of the following: property sales, cash
  generated from operations, current funds or bank borrowings. The Partnership
  expects to make cash distributions from its current funds and from cash generated
  by operating activities.

The Partnership has a $40 million revolving
  credit facility with a group of banks for working capital purposes and stand-by
  letters of credit that expire on September 30, 2000. The credit facility bears
  a floating rate of interest, 7.75% at June 30, 1999, and among other provisions,
  requires the Partnership to repay all outstanding indebtedness under the facility
  for at least 30 consecutive days during any twelve-month period. The last 30
  day consecutive period without borrowing was the 30 days ended May 13, 1999.
  The line of credit is secured by the Partnership's inventories and receivables.
  At June 30, 1999, the Partnership had $17.0 million outstanding under this facility.

The Partnership also has an Acquisition Facility
  with a group of banks to provide for a $150 million revolving line of credit
  for the acquisition of additional timber, timberlands and related assets. The
  Acquisition Facility is unsecured and expires September 30, 2000. At the end
  of the revolving period, the Partnership may elect to convert any outstanding
  borrowings under this facility to a four-year term loan, requiring quarterly
  principal payments equal to 6.25% of the outstanding principal balance on the
  conversion date. At June 30, 1999, the Partnership had $74.1 million outstanding
  under this facility, with a weighted average interest rate of 6.1% at June 30,
  1999.

The Partnership's 9.78%, 9.60%, 8.17% and
  7.8% senior notes, issued in 1994, 1995, 1996 and 1998, respectively, are unsecured
  and require semi-annual interest payments through 2018. These senior notes,
  with an aggregate $486 million principal amount, require the Partnership to
  make an aggregate principal payment of $37.5 million on December 1, 2002, and
  annual principal payments in various amounts from December 1, 2003 through 2018.

All of the Partnership's senior note agreements
  and bank lines of credit contain certain restrictive covenants, including limitations
  on harvest levels, land sales, cash distributions and the amount of future indebtedness.
  The Partnership was in compliance with such covenants at June 30, 1999.

Results of OperationsThree Months Ended June 30, 1999 compared to Three Months
  Ended June 30, 1998

GeneralNet revenues during the second quarter ended June 30, 1999 increased
  15.9% to $199.1 million, from $171.7 million in the same quarter in 1998. The
  $27.4 million increase was principally due to increases in revenues from the
  Partnership's wholesale and manufacturing operations, partially offset
  by decreases in log and property sales from the timberland operations.

10

Operating income as a percentage of revenues
  decreased to 11.4% in the second quarter of 1999, compared to 11.9% in the same
  quarter of 1998 due to a higher percentage of wholesale activities. Excluding
  wholesale operations, operating income as a percent of revenue increased to
  19.8% in the second quarter of 1999 compared to 16.4% for the same quarter in
  1998 as a result of favorable increases in lumber prices and improved manufacturing
  efficiencies.

Selling, general and administrative expenses
  increased $3.0 million to $10.5 million (5.3% of revenues) in the second quarter
  of 1999, compared to $7.5 million (4.4% of revenues) in the second quarter of
  1998. The increases are primarily a result of the growth of the wholesale operations
  including the addition of Desert Lumber in March 1999 and $650,000 of expense
  related to front end stock options granted at the time of the Partnership's
  initial public offering.

Interest expense decreased $0.7 million to $12.2
  million in the second quarter of 1999, from $12.9 million in the second quarter
  of 1998. The decrease is primarily a result of lower average debt balances during
  the second quarter of 1999 as a result of the payoff of approximately $50 million
  of debt at the end of the fourth quarter of 1998 following the receipt of proceeds
  from an equity offering.

Other expense of $0.4 million in the second
  quarter of 1999 includes a $0.9 million charge related to the closing and auctioning
  off of the Partnership's Colburn mill during the second quarter of 1999.

The Partnership pays no significant income taxes
  and does not include a provision for income taxes in its financial statements.

TimberlandsTotal external sales decreased $33.1 million
  to $24.0 million, or 12.1% of revenue in the second quarter of 1999, compared
  to $57.2 million, or 33.3% of revenue in the comparable quarter of 1998. Internal
  sales of logs to manufacturing increased $5.0 million to $44.8 million in the
  second quarter of 1999, compared to $39.8 million in the second quarter of 1998,
  primarily as a result of intersegment sales to the Port Angeles sawmill.

Overall operating income from timberlands, including
  property sales, decreased 37.3% to $14.1 million in the second quarter of 1999
  from $22.5 million in the second quarter of 1998, primarily as a result of a
  15.6% reduction in fee harvest and reduced property sales in the second quarter
  of 1999 compared to the second quarter of 1998.

Domestic Log SalesAverage external domestic prices received for
  logs, including stumpage but excluding pulpwood, from the various tree farms
  were as follows (dollars per thousand board feet MBF):

|                 |  | Quarter Ended June 30, |  |         
|---------------- |  | ---------------------- |  | --------
|Tree Farm        |  | 1999                   |  | 1998    
|Oregon           |  | $403/MBF               |  | $466/MBF
|Inland           |  | $375/MBF               |  | $364/MBF
|Hamilton         |  | $337/MBF               |  | $410/MBF
|Olympic          |  | $402/MBF               |  | $423/MBF
|Weighted average |  | $369/MBF               |  | $415/MBF

11

A decrease in average stumpage sales prices due to a shift in
  mix to lower value species in the 1999 quarter compared to the 1998 quarter
  was partially offset by slight increases in prices received for logs due to
  an overall improvement in market conditions.

Domestic external log sales volumes, including
  stumpage sales, but excluding pulpwood sales, decreased36.6% in the
  second quarter of 1999 to 49.9 million board feet (MMBF), compared to 78.7 MMBF
  in the same quarter of 1998, primarily as a result of increased internal sales
  to the new Bonners Ferry and Port Angeles saw mills and a 9.7 MMBF reduction
  in stumpage sales. The external volume from each of the tree farms was as follows
  (in thousands of board feet (MBF)):

|          |  | Quarter Ended June 30, |  |       
|--------- |  | ---------------------- |  | ------
|Tree Farm |  | 1999                   |  | 1998  
|Oregon    |  | 4,719                  |  | 19,683
|Inland    |  | 11,995                 |  | 20,210
|Hamilton  |  | 20,071                 |  | 18,818
|Olympic   |  | 13,133                 |  | 20,028
|Total     |  | 49,918                 |  | 78,739

Export Log SalesSales of logs to customers involved in exporting
  activities were $1.8 million, or 0.9% of revenue in the second quarter of 1999,
  compared to $2.3 million, or 1.4% of revenue for the same quarter in 1998. Prices
  received for export logs decreased 7.7% to $587/MBF while sales volumes decreased
  to 3.0 MMBF in the second quarter of 1999 from 3.7 MMBF in the same quarter
  of 1998. The Partnership does not expect the export log market to improve until
  economic conditions improve further in Asia.

Property SalesRevenue and operating income from property sales
  in the second quarter of 1999 were $0.1 million and $.06 million, respectively,
  compared to $19.2 million and $4.6 million, respectively in the second quarter
  of 1998. As part of its ongoing strategy of reinvesting the value of non-strategic
  timberlands, the Partnership will continue to sell or trade properties in Oregon,
  Idaho and northwest Washington.

ManufacturingSawmill sales, excluding sales of lumber products
  to the wholesale division, were $69.8 million, or 35.1% of revenue in the second
  quarter of 1999, compared to $50.0 million, or 29.1% of revenue in the same
  quarter of 1998. Intersegment sales of lumber products to the wholesale marketing
  group increased from $0.5 million in the second quarter of 1998 to $3.4 million
  in the second quarter of 1999.

Operating income from manufacturing increased
  to $8.9 million in the second quarter of 1999 from a loss of $0.8 million in
  the second quarter of 1998. The increase is primarily a result of efficiencies
  and cost reductions realized at existing mills, achieving production goals at
  the new Bonners Ferry and Port Angeles mills and improved market conditions
  for lumber products.

12

Average prices received for all lumber sales in the various
  regions were as follows:

|                 |  | Quarter Ended
      June 30, | 
|---------------- |  | ---------------------------- | 
|Region           |  | 1999                         | 
|Oregon           |  | $638/MBF                     | 
|Inland           |  | $395/MBF                     | 
|Washington       |  | $318/MBF                     | 
|Weighted average |  | $453/MBF                     | 

Lumber prices improved throughout the second
  quarter of 1999 in response to strong U.S. housing, repair and remodel markets.

Lumber sales volumes increased 47.4% in the
  second quarter of 1999 to 151.2 MMBF compared to 102.6 MMBF in the same period
  of 1998. Sales volumes from the various regions were as follows (in MBF):

|           |  | Quarter Ended June 30, |  |        
|---------- |  | ---------------------- |  | -------
|Region     |  | 1999                   |  | 1998   
|Oregon     |  | 48,358                 |  | 46,256 
|Inland     |  | 64,097                 |  | 47,537 
|Washington |  | 38,737                 |  | 8,786  
|Total      |  | 151,192                |  | 102,579

The increases at the Inland and Washington regions
  are primarily a result of production from the newly constructed Bonners Ferry
  and Port Angeles saw mills that came on line during the fourth quarter of 1998.
  Sales volume from the Inland region was also positively affected by producing
  primarily dimension (non-cedar and pine) products at the Coeur d'Alene
  mill during the second quarter of 1999.

By-product revenues, consisting primarily of
  residual wood chips, accounted for 2.4% of revenue in the second quarter of
  1999, compared to 1.4% of revenue in the same quarter of 1998. Average prices
  for residual wood chips increased to $70 per bone dry unit (BDU) in the second
  quarter of 1999 compared to $57/BDU in the second quarter of 1998. Prices are
  expected to remain at current levels throughout 1999 as the Partnership benefits
  from favorable contracts in both the Inland and Washington regions.

Wholesale MarketingExternal revenues from sales by the Partnership's wholesale operations
  consisted of lumber and other wood products, most of which were not manufactured
  by the Partnership, and totaled $101.9 million, or 51.2% of revenue in the second
  quarter of 1999, compared to $60.3 million, or 35.1% of revenue in the second
  quarter of 1998. Operating income from wholesale operations increased 55.5%
  to $3.4 million in the second quarter of 1999 from $2.2 million in the second
  quarter of 1998. The increases in revenue and operating income are a result
  of the acquisition of Desert Lumber and Reno Lumber in March 1999, which added
  two new contractor service yards, as well as internal growth at operations.
  Operating profit at Alliance Lumber decreased to 5.3% during the second quarter
  of 1999 compared to 7.0% in the 1998 quarter as a result of an increase in the
  materials cost for existing contracts, in the first half of the second quarter
  of 1999, that were price committed.

13

Results of OperationsSix Months Ended June 30, 1999 compared to Six Months Ended
  June 30, 1998

GeneralNet revenues during the six months ended June
  30, 1999 increased 14.0% to $371.3 million, from $325.6 million in the same
  period of 1998. The $45.7 million increase was principally due to increases
  in revenues from the Partnership's wholesale and manufacturing operations,
  partially offset by decreases in log and property sales from the timberland
  operations.

Operating income as a percentage of revenues
  decreased to 11.5% for the six months ended June 30, 1999 compared to 12.3%
  for the same period in 1998 as a result of a higher percentage of revenue coming
  from the lower margin wholesale operations. Excluding wholesale operations,
  operating income as a percentage of revenue increased to 19.1% for the six months
  ended June 30, 1999 compared to 17.0% for the same period in 1998 as a result
  of higher sales realizations for manufactured lumber products.

Selling, general and administrative expenses
  increased $4.9 million to $19.5 million (5.2% of revenues) in the six months
  ended June 30, 1999, from $14.6 million (4.5% of revenues) in the 1998 period,
  primarily as a result of the growth of the wholesale operations including the
  addition of Desert Lumber in March 1999 and a $650,000 expense related to front
  end stock options granted at the time of the Partnership's initial public
  offering, partially offset by operating efficiencies achieved within the administrative
  functions as operations have increased.

Interest expense decreased $1.6 million to $24.3
  million in the first half of 1999, from $25.9 million in the same period of
  1998. The decrease is primarily a result of lower average debt balances during
  the first quarter of 1999 compared to the first quarter of 1998 as a result
  of the payoff of approximately $50 million of debt at the end of the fourth
  quarter of 1998 following the receipt of proceeds from an equity offering.

Other expense of $0.5 million in the first half
  of 1999 includes a $1.4 million charge related to the closing and auctioning
  off of the Partnership's Colburn mill during the second quarter of 1999.

The Partnership pays no significant income taxes
  and does not include a provision for income taxes in its financial statements.

TimberlandsTotal external sales decreased to $57.1 million,
  or 15.4% of revenue in first half of 1999, compared to $103.2 million, or 31.7%
  of revenue in the comparable period of 1998. Internal sales of logs to manufacturing
  increased $7.5 million to $84.2 million in the first half of 1999 from $76.7
  million in the first half of 1998 as a result of intersegment sales to the new
  Port Angeles sawmill.

Overall operating income from timberlands, including
  property sales, decreased 29.3% to $30.8 million in the first half of 1999 from
  $43.6 million in the first half of 1998, primarily as a result of decreases
  in external log sales and fewer property sales in the first half of 1999 compared
  to the first half of 1998.

14

Domestic Log SalesAverage external domestic prices received for
  logs sold from the various tree farms, including stumpage but excluding pulpwood,
  were as follows:

|                 |  | Six Months Ended
      June 30, |  |         
|---------------- |  | ------------------------------- |  | --------
|Tree Farm        |  | 1999                            |  | 1998    
|Oregon           |  | $399/MBF                        |  | $449/MBF
|Inland           |  | $451/MBF                        |  | $328/MBF
|Hamilton         |  | $344/MBF                        |  | $396/MBF
|Olympic          |  | $373/MBF                        |  | $437/MBF
|Weighted average |  | $389/MBF                        |  | $400/MBF

Log prices for any period of time are influenced
  by the species of logs sold and the form in which they are sold  as stumpage
  (i.e. a standing tree) or as a delivered log. Prices for the six month period
  ended June 30, 1999 are generally higher than for the same period in 1998 in
  response to the higher lumber prices. Other differences between prices are the
  result of changes in the type mix (i.e. changes in the percentage of delivered
  logs vs. stumpage sales) or changes in the species mix.

Domestic external log sales volumes decreased34.3% in the first half of 1999 to 112.3 MMBF, compared to 170.9 MMBF in
  the same period of 1998, primarily as a result of increased internal sales to
  the new Bonners Ferry and Port Angeles saw mills and an 10.3% decrease in the
  1999 fee harvest. Outside sales from the Oregon tree farm decreased 32.2 MMBF
  in the first six months of 1999 primarily as a result of a significant decrease
  in stumpage sales in the first half of 1999 compared to 23.5 MMBF of stumpage
  sales in the first half of 1998. The external volume from each of the Partnership's
  tree farms was as follows (in thousands of board feet (MBF)):

|          |  | Six Months Ended
      June 30, |  |        
|--------- |  | ------------------------------- |  | -------
|Tree Farm |  | 1999                            |  | 1998   
|Oregon    |  | 6,471                           |  | 38,711 
|Inland    |  | 34,473                          |  | 45,972 
|Hamilton  |  | 35,118                          |  | 44,356 
|Olympic   |  | 36,247                          |  | 41,905 
|Total     |  | 112,309                         |  | 170,944

Export Log SalesSales of logs to customers involved in exporting
  activities were $3.8 million, or 1.0% of revenues in the first half of 1999,
  compared to $3.6 million, or 1.1% of revenues for the same period of 1998. Prices
  received for export logs decreased $4/MBF to $606/MBF while sales volumes increased
  to 6.3 MMBF in the first half of 1999 compared to 5.9 MMBF in the same period
  of 1998.

Property SalesRevenue and operating income from property sales in the first
  half of 1999 were $2.8 million and $1.3 million, respectively, compared to $24.4
  million and $8.0 million, respectively in the first half of 1998. As part of
  its ongoing strategy of reinvesting the value of non-strategic timberlands,
  the Partnership will continue to sell or trade properties in Oregon, Idaho and
  northwest Washington.

15

ManufacturingSawmill sales, excluding sales of lumber products
  to the wholesale division, were $125.1 million, or 33.7% of revenue in the first
  half of 1999, compared to $99.7 million, or 30.6% of revenue in the same period
  of 1998.

Operating income from manufacturing increased
  to $11.5 million in the first half of 1999 from a loss of $1.6 million in the
  first half of 1998. The increase is primarily a result of efficiencies, cost
  reductions realized at existing mills, production increases as well as achieving
  production goals at the new Bonners Ferry and Port Angeles mills.

Average prices received for all lumber in the various regions
  were as follows:

|                 |  | Six Months Ended
      June 30, |  |         
|---------------- |  | ------------------------------- |  | --------
|Region           |  | 1999                            |  | 1998    
|Oregon           |  | $616/MBF                        |  | $579/MBF
|Inland           |  | $372/MBF                        |  | $401/MBF
|Washington       |  | $305/MBF                        |  | $320/MBF
|Weighted average |  | $437/MBF                        |  | $475/MBF

The decrease in the Inland region is primarily
  the result of a planned concentration during the first half of 1999 on non cedar
  and pine products, which have a lower sales realization compared to the first
  half of 1998. This change allows the Partnership to increase its overall throughput,
  therefore decreasing manufacturing costs, and lowering the amount of inventory
  at each of the mills. The decrease in the average sales price in the Washington
  region is primarily due to a significant increase in the total volume in the
  mix of lower priced hemlock species at the new Port Angeles mill.

Total lumber sales volumes increased 37.6% in
  the first half of 1999 to 282.7 MMBF compared to 205.4 MMBF in the same period
  of 1998. Sales volumes from the various regions were as follows (in MBF):

|           |  | Six Months Ended
      June 30, |  |        
|---------- |  | ------------------------------- |  | -------
|Region     |  | 1999                            |  | 1998   
|Oregon     |  | 93,719                          |  | 91,873 
|Inland     |  | 123,022                         |  | 95,784 
|Washington |  | 65,953                          |  | 17,761 
|Total      |  | 282,694                         |  | 205,418

The increases in the Inland and Washington regions
  are primarily as a result of production from the newly constructed Bonners Ferry
  and Port Angeles saw mills that came on line during the fourth quarter of 1998.

By-product revenues accounted for 2.3% of revenue
  in the first half of 1999, compared to 1.3% of revenue in the same period of
  1998. Residual wood chip prices increased to $70 per bone dry unit (BDU) in
  the first half of 1999 compared to $59/BDU in the first half of 1998. Prices
  are expected to remain at current levels throughout 1999.

16

Wholesale MarketingExternal revenues from sales by the Partnership's
  wholesale operations consisted of lumber and other wood products, most of which
  were not manufactured by the Partnership. Sales totaled $182.1 million, or 49.0%
  of revenue in the first half of 1999, compared to $114.2 million, or 35.1% of
  revenue in the first half of 1998. Operating income from wholesale operations
  increased 57.3% to $6.7 million in the first six months of 1999 compared to
  $4.2 million in the first six months of 1998. The increases in revenue and operating
  income are a result of the acquisition of Desert Lumber and Reno Lumber in March
  1999, which added two new contractor service yards, as well as internal growth
  at existing service yards.

USFS Exchange of TimberlandsOn June 8, 1999 the Partnership exchanged 35,283
  acres of timberland in central Oregon with the U.S. Forest Service for 31,220
  acres also located in central Oregon. The Partnership gave timberland with an
  appraised value of approximately $39.2 million and received timberland of like
  value. There was no impact on the financial position, results of operations
  or cash flows as a result of the exchange. The exchange allowed the Partnership
  to block up non-contiguous parcels of timberland, which will allow for more
  efficient management of the tree farm.

Year 2000 IssuesMany currently installed computer systems and
  software products are coded to accept only two digit entries in the date code
  field. As the Year 2000 approaches, these code fields will need to accept four
  digit entries to distinguish years beginning with 19 from those
  beginning with 20. As a result, computer systems and/or software
  products used by many companies may need to be upgraded to comply with such
  Year 2000 requirements. The Partnership has established a plan to address the
  Year 2000 issue, which consists of the following phases:

|1. | Identification and assessment
        of all software and hardware Partnership-wide
|-- | -----------------------------------------------------------------------------------
|2. | Modification or replacement of
        equipment and software                      
|3. | Final testing to insure that all
        systems are Year 2000 compliant           
|4. | Development of a contingency plan                                                  

For implementation of its Year 2000 Plan, the
  Partnership has divided its computer systems and equipment in the following
  categories:

|1. | Operating systems and data servers.                                  
|-- | ---------------------------------------------------------------------
|2. | Business and financial reporting
        systems at all locations.   
|3. | Personal computers and peripheral
        equipment at all locations.
|4. | Communication and other facility
        support systems.            
|5. | Manufacturing systems at all conversion
        facilities.          

The Partnership has substantially completed its
  identification and assessment of all operating systems and data servers, business
  and financial reporting systems, personal computer and peripheral equipment
  and communication and other facility support systems. The majority of all business
  and financial reporting systems have been replaced with third-party Year 2000
  compliant software. The balance of the financial reporting systems have been
  modified to be Year 2000 compliant. All other non-manufacturing systems have
  been or are in the process of being modified for Year 2000. The identification
  and assessment of manufacturing systems has been completed. Necessary

17

modification and testing of manufacturing systems is anticipated to be
 completed
  by September 30, 1999.

Total costs incurred to date with respect to
  compliance with Year 2000 issues, excluding the cost of new software that was
  scheduled for replacement, are less than $100,000. Future costs to complete
  the plan are not expected to exceed $100,000.

The Partnership does not anticipate major interruptions
  in its business as a result of Year 2000 issues. The Partnership is, however,
  dependent on systems outside of its control such as power, transportation, financial
  services and telecommunications. There can be no assurance that the Partnership
  will not experience disruptions that would have a negative effect on its operations
  and financial condition. The Partnership believes that the financial impact
  of an outside system failure would be mitigated to some degree by the geographic
  distribution of its operations and it is unlikely that all areas would be impacted
  in the same manner. The Partnership will continue to monitor the progress that
  providers of critical outside systems make in achieving Year 2000 compliance
  and evaluate the need for contingency plans. Such plans could include increasing
  levels of inventory, arranging for alternative transportation and shifting production
  to unaffected operations.

The estimates and conclusions herein contain
  forward-looking statements and are based on management's best estimates
  of future events. These forward-looking statements are based on numerous assumptions
  regarding future events including, among others, expectations regarding third-party
  modification plans, the nature and amount of testing required by the Partnership,
  continued availability of trained personnel and other resources, as well as
  expectations with respect to the Partnership's ability to discover and
  correct the potential Year 2000 sensitive problems which could have a serious
  impact on specific facilities, and the ability of suppliers to bring their systems
  into Year 2000 compliance.

New Accounting PronouncementIn June 1999, the FASB issued Statement of Financial
  Accounting Standards No. 137, Accounting for Derivative Instruments and
  Hedging Activities (SFAS 137). SFAS 137 is an amendment to
  Statement of Financial Accounting Standards No. 133, Accounting for Derivative
  Instruments and Hedging Activities. SFAS 137 establishes accounting and
  reporting standards for all derivative instruments. SFAS 137 is effective for
  fiscal years beginning after June 15, 2000. The Partnership does not currently
  have any derivative instruments and, accordingly, does not expect the adoption
  of SFAS 137 to have an impact on its financial position or results of operations.

Item 3.    Quantitative
    and Qualitative Disclosures About Market Risk

None.

PART II - OTHER INFORMATION

Item 6.    Exhibits
    and Reports on Form 8-K

|(a) The exhibits filed
      as part of this report are listed below and this list is intended to serve
      as the exhibit index:
|-----------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                   
|                                                                                                                                   
|(b) Reports on Form 8-K:                                                                                                           
|                                                                                                                                   

18

SIGNATURES

Pursuant to the requirements of the Securities
  Exchange Act of 1934, the registrant has duly caused this report to be signed
  on its behalf by the undersigned thereunto duly authorized.

|Date:   August 9, 1999 | CROWN PACIFIC PARTNERS, L.P.                                                     
|---------------------- | ---------------------------------------------------------------------------------
|                       |                                                                                  
|                       | By: Crown Pacific Management Limited
             Partnership, as General Partner
|                       |                                                                                  
|                       |                                                                                  
|                       | By: /s/ Richard D. Snyder                                                        
|                       | Richard D. Snyder                                                                
|                       | Senior Vice President and Chief Financial Officer                                
|                       | (Duly Authorized Officer and Principal Financial
      and Accounting Officer)   

19