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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q

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(Mark One)

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

For the quarterly period ended March 31, 2001

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

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

Delaware(State or other jurisdiction of
incorporation or organization)

93-1161833(I.R.S. Employer
Identification No.)121 SW Morrison Street, Suite 1500, Portland, Oregon(Address of principal executive offices)

97204(Zip Code)


Registrant's telephone number, including area code:503-274-2300

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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(Class)

30,527,030(Outstanding at May 14, 2001)


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CROWN PACIFIC PARTNERS, L.P.  FORM 10-Q  INDEX

|                             |  |                                                                                       |  | Page
|---------------------------- |  | ------------------------------------------------------------------------------------- |  | ----
|PART IFINANCIAL INFORMATION |  |                                                                                      
|Item 1.                      |  | Financial Statements                                                                  |  |     
|                             |  | Consolidated Statement of IncomeQuarters Ended March 31, 2001 and 2000               |  | 2   
|                             |  | Consolidated Balance SheetMarch 31, 2001 and December 31, 2000                       |  | 3   
|                             |  | Consolidated Statement of Cash FlowsQuarters Ended March 31, 2001 and 2000           |  | 4   
|                             |  | Notes to Consolidated Financial Statements                                            |  | 5   
|Item 2.                      |  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 9   
|Item 3.                      |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 14  
|PART IIOTHER INFORMATION    |  |                                                                                      
|Item 6.                      |  | Exhibits and Reports on Form 8-K                                                      |  | 15  
|Signatures                   |  | 16                                                                                   

1

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PART IFINANCIAL INFORMATION

Item 1. Financial Statements

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

|                                    |                                              | For the Quarter Ended March 31, |           
|----------------------------------- | -------------------------------------------- | ------------------------------- | ----------
|
|Revenues                            |                                              | $                               | 138,819   
|Operating costs:                    |                                              |                                 |           
|                                    | Cost of products sold                        |                                 |           
|                                    | Selling, general and administrative expenses |                                 |           
|                                    |                                              |                                 |           
|Operating income                    |                                              |                                 | 3,044     
|Interest expense                    |                                              |                                 | 15,914    
|Amortization of debt issuance costs |                                              |                                 | 232       
|Other income, net                   |                                              |                                 | (123      
|                                    |                                              |                                 |           
|Net (loss) income                   |                                              | $                               | (12,979   
|                                    |                                              |                                 |           
|Net (loss) income per unit          |                                              | $                               | (0.42     
|                                    |                                              |                                 |           
|Weighted average units outstanding  |                                              |                                 | 30,505,095
|                                    |                                              |                                 |           

The
accompanying notes are an integral part of this financial statement.

2

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Crown Pacific Partners, L.P.        Consolidated Balance Sheet        (In thousands, except unit data)

|                                                                                      |                                                                                                                      | March 31,
2001            |         | December 31,
2000
|------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------- | ------------------------- | ------- | -----------------
|
|ASSETS                                                                               
|Current assets:                                                                       |                                                                                                                      |                           |         |                  
|                                                                                      | Cash and cash equivalents                                                                                            |                           | $       | 5,866            
|                                                                                      | Accounts receivable, net of allowances of $1,320 and $1,554                                                          |                           |         | 107,544          
|                                                                                      | Notes receivable                                                                                                     |                           |         | 4,308            
|                                                                                      | Inventories                                                                                                          |                           |         | 61,258           
|                                                                                      | Deposits on timber cutting contracts                                                                                 |                           |         | 2,495            
|                                                                                      | Prepaid and other current assets                                                                                     |                           |         | 1,346            
|                                                                                      |                                                                                                                      |                           |         |                  
|                                                                                      |                                                                                                                      | Total current assets      |         |                  
|Property, plant and equipment, net of accumulated depreciation of $40,517 and $38,805 |                                                                                                                      |                           | 80,140  |                  
|Timber, timberlands and roads, net                                                    |                                                                                                                      |                           | 626,176 |                  
|Intangible assets, net of accumulated amortization                                    |                                                                                                                      |                           | 34,965  |                  
|Other assets                                                                          |                                                                                                                      |                           | 11,812  |                  
|                                                                                      |                                                                                                                      |                           |         |                  
|Total assets                                                                          |                                                                                                                      | $                         | 935,910 |                  
|                                                                                      |                                                                                                                      |                           |         |                  
|Liabilities and Partners' Capital                                                    
|Current liabilities:                                                                  |                                                                                                                      |                           |         |                  
|                                                                                      | Notes payable                                                                                                        |                           | $       | 38,000           
|                                                                                      | Accounts payable                                                                                                     |                           |         | 40,634           
|                                                                                      | Accrued expenses                                                                                                     |                           |         | 14,878           
|                                                                                      | Accrued interest                                                                                                     |                           |         | 13,962           
|                                                                                      | Current portion of long-term debt                                                                                    |                           |         | 169              
|                                                                                      |                                                                                                                      |                           |         |                  
|                                                                                      |                                                                                                                      | Total current liabilities |         |                  
|Long-term debt                                                                        |                                                                                                                      |                           | 687,872 |                  
|Other non-current liabilities                                                         |                                                                                                                      |                           | 719     |                  
|                                                                                      |                                                                                                                      |                           |         |                  
|                                                                                      |                                                                                                                      |                           | 796,234 |                  
|                                                                                      |                                                                                                                      |                           |         |                  
|Commitments and contingent liabilities                                                |                                                                                                                      |                           |         |                  
|Partners' capital:                                                                    |                                                                                                                      |                           |         |                  
|                                                                                      | General partners                                                                                                     |                           |         | 109              
|                                                                                      | Limited partners (30,527,030 and 30,410,906 units outstanding at March 31, 2001 and December 31, 2000, respectively) |                           |         | 139,567          
|                                                                                      |                                                                                                                      |                           |         |                  
|                                                                                      |                                                                                                                      | Total partners' capital   |         |                  
|                                                                                      |                                                                                                                      |                           |         |                  
|Total liabilities and partners' capital                                               |                                                                                                                      | $                         | 935,910 |                  
|                                                                                      |                                                                                                                      |                           |         |                  

The
accompanying notes are an integral part of this balance sheet.

3

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Crown Pacific Partners, L.P.        Consolidated Statement of Cash Flows        (In thousands)        (Unaudited)

|                                                     |                                                                                               | For the Quarter Ended March 31,          |        
|---------------------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------- | -------
|
|Cash flows from operating activities:                |                                                                                               |                                          |        
|                                                     | Net (loss) income                                                                             |                                          | $      
|                                                     | Adjustments to reconcile net income to net cash provided by (used in) operating activities:   |                                          |        
|                                                     |                                                                                               | Depletion, depreciation and amortization |        
|                                                     |                                                                                               | Gain on sale of property                 |        
|                                                     | Net change in current assets and current liabilities, net of effects of business combination: |                                          |        
|                                                     |                                                                                               | Accounts and notes receivable            |        
|                                                     |                                                                                               | Inventories                              |        
|                                                     |                                                                                               | Deposits on timber cutting contracts     |        
|                                                     |                                                                                               | Prepaid and other current assets         |        
|                                                     |                                                                                               | Accounts payable and accrued expenses    |        
|                                                     |                                                                                               |                                          |        
|Net cash (used in) provided by operating activities  |                                                                                               |                                          | (14,202
|                                                     |                                                                                               |                                          |        
|Cash flows from investing activities:                |                                                                                               |                                          |        
|                                                     | Additions to timberlands                                                                      |                                          |        
|                                                     | Additions to timber cutting rights                                                            |                                          |        
|                                                     | Additions to equipment                                                                        |                                          |        
|                                                     | Proceeds from sales of property                                                               |                                          |        
|                                                     | Deposit on future asset sale                                                                  |                                          |        
|                                                     | Principal payments received on notes                                                          |                                          |        
|                                                     | Purchase of business                                                                          |                                          |        
|                                                     | Other investing activities                                                                    |                                          |        
|                                                     |                                                                                               |                                          |        
|Net cash used by investing activities                |                                                                                               |                                          | (414   
|                                                     |                                                                                               |                                          |        
|Cash flows from financing activities:                |                                                                                               |                                          |        
|                                                     | Net increase in short-term borrowings                                                         |                                          |        
|                                                     | Proceeds from issuance of long-term debt                                                      |                                          |        
|                                                     | Repayments of long-term debt                                                                  |                                          |        
|                                                     | Contributions of capital                                                                      |                                          |        
|                                                     | Distributions to partners                                                                     |                                          |        
|                                                     | Other financing activities                                                                    |                                          |        
|                                                     |                                                                                               |                                          |        
|Net cash provided by financing activities            |                                                                                               |                                          | 5,945  
|                                                     |                                                                                               |                                          |        
|Net (decrease) increase in cash and cash equivalents |                                                                                               |                                          | (8,671 
|Cash and cash equivalents at beginning of period     |                                                                                               |                                          | 14,537 
|                                                     |                                                                                               |                                          |        
|Cash and cash equivalents at end of period           |                                                                                               | $                                        | 5,866  
|                                                     |                                                                                               |                                          |        

The
accompanying notes are an integral part of this financial statement.

4

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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 Presentation

Crown 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 2000 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-month periods ended March 31, 2001 and 2000 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 units outstanding divided into net income, after adjusting for the General Partner interest. The General
Partner income (loss) allocation was $(130) and $83 for the three months ended March 31, 2001 and 2000, respectively. There is no significant difference between basic and diluted
earnings per unit.

Note 2:  Inventories

Inventories, 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:

|                        |       | March 31, 2001 |        | December 31, 2000
|----------------------- | ----- | -------------- | ------ | -----------------
|Lumber                  |       | $              | 13,017 |                  
|Logs                    |       |                | 16,419 |                  
|Supplies                |       |                | 4,448  |                  
|LIFO adjustment         |       |                | 1,792  |                  
|                        |       |                |        |                  
|Manufacturing inventory |       |                | 35,676 |                  
|Wholesale products      |       |                | 25,582 |                  
|                        |       |                |        |                  
|                        | Total |                | $      | 61,258           
|                        |       |                |        |                  

Note 3:  Timber, Timberlands and Roads

In the first quarter of each year, the Partnership performs an update of its timber inventory system. The update resulted in a net increase in depletion costs
for the first quarter of 2001 of

5

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approximately $0.1 million, or $0.003 per unit, and a net increase in depletion costs for the first quarter of 2000 of approximately $0.2 million, or $0.01 per unit, with no impact on
cash flow in either period.

Note 4:  Supplemental Cash Flow Information

Supplemental disclosure of cash flow information is as follows:

|                                              |  | Three months ended
March 31,
|--------------------------------------------- |  | ----------------------------
|
|Cash paid during the period for interest      |  | $                           
|Business assets acquired with debt and equity |  |                             

Note 5:  Segment Reporting

The 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. Corporate and Other includes general corporate overhead and expenses (such as LIFO) not allocated to the segments and miscellaneous operations not significant
enough to be classified as a separate segment. The Partnership does not show assets by segment, as historic costs are not used by management to allocate resources or assess performance. Transfers
between segments are generally at prices which management believes reflect current market prices.

6

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The following summarizes the Partnership's segment information:

|                     |                   | Three Months Ended March 31, |       
|-------------------- | ----------------- | ---------------------------- | ------
|
|
|Timberlands:         |                   |                              |       
|                     | Trade             |                              | $     
|                     | Intersegment      |                              |       
|                     |                   |                              |       
|                     |                   |                              | 47,485
|Manufacturing:       |                   |                              |       
|                     | Trade             |                              |       
|                     | Intersegment      |                              |       
|                     |                   |                              |       
|                     |                   |                              | 36,122
|Wholesale Marketing: |                   |                              |       
|                     | Trade             |                              |       
|                     | Intersegment      |                              |       
|                     |                   |                              |       
|                     |                   |                              | 90,130
|Corporate and Other: |                   |                              |       
|                     | Trade             |                              |       
|                     | Intersegment      |                              |       
|                     |                   |                              |       
|                     |                   |                              | 523   
|Total:               |                   |                              |       
|                     | Total Revenue     |                              |       
|                     | Less Intersegment |                              |       
|                     |                   |                              |       
|                     | Net Revenue       |                              | $     
|                     |                   |                              |       

|                    |  | Three Months Ended March 31, |        
|------------------- |  | ---------------------------- | -------
|
|
|Timberlands         |  | $                            | 5,685  
|Manufacturing       |  |                              | (2,124 
|Wholesale           |  |                              | 3,039  
|Corporate and Other |  |                              | (3,556 
|                    |  |                              |        
|Operating Income    |  |                              | 3,044  
|Interest Expense    |  |                              | (15,914
|Other               |  |                              | (109   
|                    |  |                              |        
|Net Income (loss)   |  | $                            | (12,979
|                    |  |                              |        

7

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Note 6:  Subsequent EventBank Agreement Amendments

On April 20, 2001, the Company's acquisition and working capital bank facilities were amended. In general, the amendments concerned the required amount
of the cash flow to interest expense covenant. Given the Partnership's decision to preserve its timber assets until log and land prices improve, and the fact that weak lumber prices continued to
plague its manufacturing segment results, compliance with this covenant requirement would not be possible.

The
Partnership's bank group agreed, under conditions contained in the attached exhibits, to temporarily modify the existing credit agreements. With these modifications, the
Partnership believes it received the relief necessary in order to follow its near term operating plan of waiting out the current product price environment. For the period of time that these
modifications apply, the Partnership could experience higher interest expense on its borrowings under these facilities. The margin paid by the Partnership on both LIBOR and prime rate loans under
these facilities will increase by 1.125 percentage points during the term of this amendment.

The
Partnership incurred an amendment fee of approximately $1.1 million, which will be recognized ratably over the second and third quarters of 2001. If, at any time, the
Partnership decides to comply with the previous terms of the credit agreements, it will have the option of reverting back to the original form of the agreements.

8

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

General

Crown 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 Statements

Information 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 Condition

The Partnership's primary sources of liquidity have been cash provided by operating activities, including stumpage and property sales, as well as debt and
equity financings.

Cash
used by operating activities was $14.2 million in the first quarter of 2001 and resulted primarily from a net loss of $5.9 million (net of non-cash
expenses of $7.1 million), an increase in inventories of $2.7 million and a decrease in accounts payable and accrued expenses of $12.2 million, offset by a decrease in accounts
and notes receivable of $6.2 million. Working capital decreased to $75.2 million at March 31, 2001 compared to $81.6 million at December 31, 2000.

Net
cash used in investing activities of $0.4 million resulted primarily from the use of $2.7 million for additions to timberlands and timber cutting rights,
$3.6 million used for additions to equipment and $1.0 million used for the second of three contingency payments, which was recorded as additional goodwill, associated with the
acquisition of Desert Lumber, offset by proceeds from property sales and other items of $6.9 million.

Net
cash provided by financing activities of $5.9 million resulted primarily from a $6.0 million net increase in short-term borrowings and a
$1.0 million contribution of capital from the issuance of units related to the above mentioned Desert Lumber contingency payment, offset by repayments on long-term debt of
$1.1 million.

Cash
necessary to enable the Partnership to pay quarterly cash distributions, if any, (in accordance with the Partnership Agreement), to pay for capital expenditures and to satisfy
interest and principal payments on indebtedness, is significant. Additions to plant and equipment totaled $3.6 million in the

9

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first quarter of 2001, primarily for a new planer mill at the Partnership's Gilchrist, Oregon facility, and are expected to total less than $5.0 million during all of 2001. Additions to timber
and timberland purchases are evaluated as opportunities arise and totaled $2.7 million in the first quarter of 2001. 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 does not expect to make cash distributions
from its current funds or from cash generated by operating activities until significantly improved market conditions will support a sustained quarterly distribution.

The
Partnership has a $58 million revolving credit facility with a group of banks for working capital purposes and stand-by letters of credit that expire on
December 1, 2002. The credit facility bears a
floating rate of interest and is secured by accounts receivable and inventory. At March 31, 2001, the Partnership had $37.0 million outstanding under this facility, with a weighted
average interest rate of 7.8%.

The
Partnership has a $199.3 million, three-year credit line with a group of banks to provide for the acquisition of additional timber, timberlands and related
assets and capital expenditures. The acquisition facility bears a floating rate of interest, is unsecured and expires December 1, 2002. 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 March 31, 2001, the Partnership had $199.3 million outstanding under this facility, with a weighted average interest rate of 7.31%.

The
$58 million working capital facility and the $199.3 million acquisition facility were amended in April 2001. See Note 7 above for more information
about the amendments.

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. The senior notes are redeemable prior to maturity, subject to a premium on redemption based on
interest rates of U.S. Treasury securities having a similar average maturity as the senior notes, plus 50 basis points.

C.P.
Air, a subsidiary of the Partnership, borrowed $2.7 million in January 2000 to finance a new aircraft. The debt bears interest at 8.25%, is secured by the aircraft
and requires monthly payments of $26,000 including interest.

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. After giving effect to the amendments described in Note 6 above, the Partnership was in compliance with such covenants at March 31, 2001.

New Accounting Pronouncements

In June 2000, the FASB issued Statement of Financial Accounting Standards No. 138, "Accounting for Certain Derivative Instruments and Certain
Hedging Activitiesan amendment of FASB Statement No. 133" ("SFAS 138"). In 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 and 138 establish accounting and reporting standards for
all derivative instruments. SFAS 137 and 138 are effective for fiscal years beginning after June 15, 2000. The Partnership does not currently have any derivative instruments and,
accordingly, the adoption

10

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of SFAS 137 and 138 in the first quarter of 2001 did not have an impact on its financial position, results of operations or cash flows.

Results of Operations

Three Months Ended March 31, 2001 compared to Three Months Ended March 31, 2000

General

Net revenues during the first quarter of 2001, which ended March 31, 2001, decreased $92.9 million, or 40.1%, to $138.8 million, from
$231.7 million in the same quarter of 2000. The decrease reflects the impact of significantly lower lumber and log volumes and prices compared to the first quarter of 2000.

Cost
of sales as a percentage of sales increased to 91.0% in the first quarter of 2001, compared to 85.5% in the same quarter of 2000. The increase is primarily the result of a
decreased revenue base over which to spread fixed costs and increased depreciation, primarily due to additions made to the Partnership's Gilchrist, Oregon mill, which were only partially offset by
higher land sales margins, lower log and lumber costs and lower per unit manufacturing costs.

Selling,
general and administrative expenses decreased $2.0 million, or 18.0%, to $9.4 million in the first quarter of 2001, compared to $11.4 million in the
first quarter of 2000, primarily as a result of lower salaries and wages, professional fees and public relations expense. Selling, general and administrative expenses represented 6.8% of sales in the
first quarter of 2001 and 4.9% of sales in the same quarter of 2000. The increase as a percentage of sales is due to the decrease in sales in the first quarter of 2001.

Interest
expense increased $1.8 million, or 12.7%, to $15.9 million in the first quarter of 2001, from $14.1 million in the same quarter of 2000. The increase is
a result of higher debt balances in the first quarter of 2001 due primarily to an increase of $6.0 million in short-term borrowings in the first quarter of 2001 and the fact that
the $73.4 million of debt related to the Plum Creek acquisition in the first quarter of 2000 and the $30.1 million of spending related to the installation of a new small log line at the
Partnership's Gilchrist sawmill and the acquisition of Cheshire Sales Co. were outstanding for the entire first quarter of 2001, but not the entire first quarter of 2000.

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

Timberlands

Total external log sales, including property and stumpage sales, decreased 35.4% to $22.6 million, or 16.3% of revenue in the first quarter of 2001,
compared to $35.0 million, or 15.1% of revenue in the first quarter of 2000. Internal sales of logs to manufacturing decreased 60.8% to $24.9 million in the first quarter of 2001 from
$63.4 million in the first quarter of 2000. The decreases reflect both significantly lower demand for logs and lumber products and lower average realizations.

Overall
operating income from timberlands, including property sales, decreased $12.7 million, or 69.1%, to $5.7 million in the first quarter of 2001 from
$18.4 million in the first quarter of 2000, primarily as a result of a 42.2% decrease in log sales volume and a 28.7% decrease in average sales realizations compared to the first quarter of
2000, which were partially offset by lower non-fee and purchased log volume during the current quarter.

11

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Domestic Log Sales

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

|                 |  | Quarter Ended March 31, |         |  |  
|---------------- |  | ----------------------- | ------- |  | -
|
|
|Oregon           |  | $                       | 154/MBF |  | $
|Inland           |  | $                       | 421/MBF |  | $
|Hamilton         |  | $                       | 434/MBF |  | $
|Olympic          |  | $                       | 386/MBF |  | $
|Weighted average |  | $                       | 266/MBF |  | $

Decreases
at the Oregon, Hamilton and Olympic tree farms reflect the impact of weak lumber markets on log pricing and changes in the mix of both species and sales type (i.e. stumpage
versus delivered logs).

The
increase at the Inland tree farm is primarily the result of species mix changes. The Partnership had a significantly higher volume of lower priced stumpage sales during the first
quarter of 2000 compared to the first quarter of 2001.

Domestic
external log sales volumes decreased 41.2% in the first quarter of 2001 to 44.2 million board feet (MMBF), compared to 75.1 MMBF in the same quarter of 2000, primarily
as a result of decreased demand. The external volume from each of the Partnership's tree farms was as follows (in thousands of board feet (MBF)):

|         |       | Quarter Ended March 31, |        |        |       
|-------- | ----- | ----------------------- | ------ | ------ | ------
|
|
|Oregon   |       | 25,031                  |        | 6,684  |       
|Inland   |       | 3,842                   |        | 42,790 |       
|Hamilton |       | 7,988                   |        | 10,347 |       
|Olympic  |       | 7,325                   |        | 15,326 |       
|         |       |                         |        |        |       
|         | Total |                         | 44,186 |        | 75,147
|         |       |                         |        |        |       

The
increase at the Oregon tree farm is a result of increased stumpage activity compared to the same period of 2000.

The
decreases at the Inland, Hamilton and Olympic tree farms are a result of lower demand and planned reductions in the overall fee harvest program during the first quarter of 2001
compared to the same quarter of 2000.

Export Log Sales

Sales of logs to customers involved in exporting activities (included in total log sales above) were approximately $0.7 million, or 0.5% of sales in the
first quarter of 2001, compared to $2.2 million, or 0.9% of sales for the same quarter in 2000. The average realization for export logs decreased 10.4% to $589/MBF in the first quarter of 2001
compared to $657/MBF in the first quarter of 2000. Sales volumes of export logs decreased 65.2% to 1,165 MBF in the first quarter of 2001 compared to 3,352 MBF in the first quarter of 2000. The
decrease in realization is primarily a result of the impact of
increased supplies and soft demand. Except for demand for the highest grade logs, export markets were soft during the current period.

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Property Sales

Revenue and operating income from property sales in the first quarter of 2001 were $6.3 million and $4.4 million, respectively, compared to
$1.1 million and $0.6 million, respectively in the first quarter of 2000. Continued sales are expected as part of the Partnership's ongoing strategy of both capturing and reinvesting the
value of non-strategic timberlands.

Manufacturing

Sawmill sales, excluding sales of lumber products through the wholesale division, decreased $36.0 million, or 53.0% to $31.9 million, or 23.0% of
sales, in the first quarter of 2001 from $67.9 million, or 29.3% of sales in the same quarter of 2000. The decreased revenues reflect a 30.0% decrease in external lumber sales volume, a 37.2%
decrease in average external lumber sales realizations and a 7.7% decline in chip revenue.

Operating
loss from manufacturing was $2.1 million in the first quarter of 2001 compared to operating income of $5.0 million in the first quarter of 2000. The decrease
is primarily a result of the decrease in revenue discussed above and 12.7% higher overhead costs (primarily as a result of increased depreciation at the Gilchrist, Oregon sawmill), partially offset by
a 16.7% decline in unit manufacturing costs and 35.1% lower log costs compared to the first quarter of 2000.

Average
prices received for all lumber sales, excluding sales to the wholesale division, in the various regions were as follows:

|                 |  | Quarter Ended March 31, |         |  |  
|---------------- |  | ----------------------- | ------- |  | -
|
|
|Oregon           |  | $                       | 285/MBF |  | $
|Inland           |  | $                       | 277/MBF |  | $
|Washington       |  | $                       | 250/MBF |  | $
|Weighted average |  | $                       | 272/MBF |  | $

The
lower realizations reflect both weak lumber markets and mix changes.

External
lumber sales volumes decreased 30.0% in the first quarter of 2001 to 101.1 MMBF compared to 144.5 MMBF in the same period of 2000. External sales volumes from the various
regions were as follows (in MBF):

|           |       | Quarter Ended March 31, |         |        |        
|---------- | ----- | ----------------------- | ------- | ------ | -------
|
|
|Oregon     |       | 36,378                  |         | 46,153 |        
|Inland     |       | 35,022                  |         | 62,865 |        
|Washington |       | 29,733                  |         | 35,502 |        
|           |       |                         |         |        |        
|           | Total |                         | 101,133 |        | 144,520
|           |       |                         |         |        |        

The
decreases reflect lower production volumes due to modified one-shift production schedules at the Partnership's Prineville, Oregon sawmill and at both of its Inland
mills. In addition, the Gilchrist sawmill experienced production bottlenecks (which have subsequently been resolved) during the installation of a new planer mill in the first quarter of 2001.

By-product
revenues accounted for 3.3% of revenue in the first quarter of 2001, compared to 2.0% of revenue in the first quarter of 2000. Residual wood chip prices
increased to $74 per bone dry unit (BDU) in the first quarter of 2001 compared to $68/BDU in the first quarter of 2000. The higher average realization reflects the benefit of higher prices for chips
in the Inland and Oregon regions.

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Woodchip volume decreased 15.4% to 48,654 BDUs in the first quarter of 2001 compared to 57,529 BDUs in the first quarter of 2000. The lower volume reflects the impact of lower production from the
Partnership's sawmills during the first quarter of 2001.

Wholesale Marketing

The Partnership's wholesale operations involve sales of lumber and other wood products, much of which were not manufactured by the Partnership. Sales from the
wholesale operations decreased $41.5 million, or 33.0% to $84.2 million, 60.6% of sales, in the first quarter of 2001 from $125.7 million, or 54.2% of sales in the first quarter
of 2000. Operating income from wholesale operations decreased 34.4% to $3.0 million in the first quarter of 2001 from $4.6 million in the first quarter of 2000. The decreases in revenue
and operating income are a result of significantly lower building material prices and lower sales volume, which reflects the impact of weather and lower housing start activity. Operating income was
further affected by increased operating expenses at two operations. These factors were partially offset by favorable raw material purchase prices. In addition, the Partnership increased its sales
volume of internally produced lumber through this segment by 42.8% in the first quarter of 2001 compared to the first quarter of 2000. During the first quarter of 2001, the Partnership completed its
investment to expand yard capacity at the Reno location.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The Partnership's only financial instruments with market risk exposure are its variable rate lines of credit. At March 31, 2001, the Partnership had
$236.3 million outstanding under its lines of credit with a weighted average interest rate of 7.39%. A hypothetical 10 percent increase in interest rates to 8.13% would not have a
material impact on the Partnership's cash flows.

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PART IIOTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

|Exhibit No. and Description
|---------------------------
|                           
|10.1                       
|10.2                       

There
were no reports on Form 8-K filed during the quarter ended March 31, 2001.

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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.

|                   |  | CROWN PACIFIC PARTNERS, L.P.
|------------------ |  | ----------------------------
|DATE: MAY 14, 2001 |  | By:                         
|                   |  | By:                         

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