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                                                                  EXHIBIT 10.5

                                 AMENDMENT TO
                             EMPLOYMENT AGREEMENT
                               (ROGER L. KRAGE)

          THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "AMENDMENT") is made 
and entered into effective as of January 1, 1998, by and between CROWN 
PACIFIC MANAGEMENT LIMITED PARTNERSHIP, a Delaware limited partnership (the 
"PARTNERSHIP"), and ROGER L. KRAGE ("EXECUTIVE").

RECITALS:

     A.   The Partnership and Executive are parties to that certain 
Employment Agreement dated as of December 22, 1994 (the "AGREEMENT"). 
Capitalized terms used but not defined herein have the respective meanings 
set forth in the Agreement.

     B.   The parties wish to amend the Agreement to provide for an extension 
of its term and in certain other respects, in each case on the terms and 
conditions set forth herein.

AGREEMENTS:

          In consideration of the covenants and agreements set forth in this 
Amendment, the parties, intending to be legally bound, agree as follows:

     1.   EXTENSION OF TERM. Section 2 of the Agreement is hereby amended by 
deleting the phrase "December 31, 1997" and replacing it with the phrase 
"December 31, 1999."

     2.   SEVERANCE ARRANGEMENT. Section 5.1 of the Agreement is hereby 
amended (i) by deleting the word "six" in each place where it appears in the 
section and replacing it with the word "12," (ii) by deleting the word "five" 
where it appears in the section and replacing it with the word "11," and 
(iii) by deleting the word "current" in each place where it appears in the 
section and replacing it with the word "then-current."

     3.   TERMINATION BY EXECUTIVE FOLLOWING CHANGE IN CONTROL. The Agreement 
is hereby amended by adding a new Section 5.4 reading as follows:

               "5.4 TERMINATION BY EXECUTIVE FOLLOWING CHANGE IN CONTROL.

                    "5.4.1    Executive may terminate this Agreement at any 
   time within 180 days following a Change in Control (defined in 
   Section 5.4.2). If such a termination of this Agreement is based 
   upon a Good Reason to Quit (defined in Section 5.4.3), Executive 
   shall be entitled to his then-current Base Salary and other 
   benefits and bonuses through the date of termination, as well as 
   severance pay in an amount equal to 12 months 


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          of Executive's then-current Base Salary, payable in 12 equal 
   monthly installments commencing on the first day of the calendar 
   month following the date of termination and continuing on the first 
   day of each of the 11 calendar months next following.

                    "5.4.2    For purposes of this Section 6.4, the term 
   'Change in Control' means any transaction the effect of which is 
   that a majority of the general partner interests in the Partnership 
   are no longer held by one or more Affiliated Parties (as that term 
   is defined in Section 2.2.3 of that certain Purchase Rights 
   Agreement dated as of December 22, 1994 by and among the 
   Partnership, Executive, and certain other parties, as amended (the 
   "PURCHASE RIGHTS AGREEMENT")), unless such interests are acquired 
   by Executive, Peter W. Stott, HS Corp. of Oregon, or a designee of 
   HS Corp. of Oregon pursuant to Section 3.3.1 or 6 of the Purchase 
   Rights Agreement.

                    "5.4.3    For purposes of this Section 5.4, the term 
   'Good Reason to Quit' means any of the following: (i) a reduction 
   in Executive's compensation or employment benefits, (ii) a change 
   in Executive's title, (iii) a material change in Executive's 
   responsibilities, duties, or authority, (iv) a requirement that 
   Executive move his residence or report to work more than 75 miles 
   from the principal executive offices of the Crown Pacific Group as 
   of the date of termination, or (v) a determination by a physician 
   selected by the Board that Executive's poor health prevents or 
   materially limits or restricts his ability to perform his 
   responsibilities under this Agreement (even if Executive is not 
   Disabled (as defined in Section 5.3))."

     4.   EFFECT OF AMENDMENT. Except as expressly provided in this 
Amendment, the Agreement shall remain unamended and in full force and effect. 
All references in the Agreement to "this Agreement" shall be deemed to mean 
the Agreement as amended by this Amendment.


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          In witness whereof, the parties have executed this Amendment 
effective as of the date first set forth above.

     Partnership:                      CROWN PACIFIC MANAGEMENT LIMITED 
                                       PARTNERSHIP, a Delaware limited 
                                       partnership

                                       By: HS Corp. Of Oregon, General Partner

                                           By:
                                                  -----------------------------
                                           Title: 
                                                  -----------------------------

                                       By: Fremont Timber, Inc., General Partner

                                           By:
                                                  -----------------------------
                                           Title: 
                                                  -----------------------------
Executive:
                                       ----------------------------------------
                                       Roger L. Krage


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