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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 September 30, 2000
|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) |  | 30,410,906(Outstanding at November 10, 2000)
|------------------- |  | --------------------------------------------

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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Three Month Periods Ended September 30, 2000 and 1999 |  | 2   
|                             |  | Consolidated Statement of IncomeNine Month Periods Ended September 30, 2000 and 1999  |  | 3   
|                             |  | Consolidated Balance SheetSeptember 30, 2000 and December 31, 1999                    |  | 4   
|                             |  | Consolidated Statement of Cash FlowsNine Months Ended September 30, 2000 and 1999     |  | 5   
|                             |  | Notes to Consolidated Financial Statements                                             |  | 6   
|Item 2.                      |  | Management's Discussion and Analysis of Financial Condition and Results of Operations  |  | 9   
|Item 3.                      |  | Quantitative and Qualitative Disclosures About Market Risk                             |  | 18  
|PART IIOTHER INFORMATION   
|Item 6.                      |  | Exhibits and Reports on Form 8-K                                                       |  | 19  
|Signatures                   |  | 20                                                                                    

1

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## 

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 Ended
September 30, |           
|----------------------------------- | -------------------------------------------- | ---------------------------------------- | ----------
|
|Revenues                            |                                              | $                                        | 190,279   
|Operating costs:                    |                                              |                                          |           
|                                    | Cost of products sold                        |                                          |           
|                                    | Selling, general and administrative expenses |                                          |           
|                                    |                                              |                                          |           
|Operating income                    |                                              |                                          | 20,403    
|Interest expense                    |                                              |                                          | 15,268    
|Amortization of debt issuance costs |                                              |                                          | 240       
|Other income, net                   |                                              |                                          | (1,740    
|                                    |                                              |                                          |           
|Net income                          |                                              | $                                        | 6,635     
|                                    |                                              |                                          |           
|Net income per unit                 |                                              | $                                        | 0.22      
|                                    |                                              |                                          |           
|Weighted average units outstanding  |                                              |                                          | 30,410,906
|                                    |                                              |                                          |           

See
accompanying Notes to Consolidated Financial Statements.

2

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CROWN PACIFIC PARTNERS, L.P.
CONSOLIDATED STATEMENT OF INCOME
(In thousands, except unit and per unit data)
(Unaudited)

|                                    |                                              | For the Nine Months Ended
September 30,
|----------------------------------- | -------------------------------------------- | ---------------------------------------
|
|Revenues                            |                                              | $                                      
|Operating costs:                    |                                              |                                        
|                                    | Cost of products sold                        |                                        
|                                    | Selling, general and administrative expenses |                                        
|                                    |                                              |                                        
|Operating income                    |                                              |                                        
|Interest expense                    |                                              |                                        
|Amortization of debt issuance costs |                                              |                                        
|Other (income) expense, net         |                                              |                                        
|                                    |                                              |                                        
|Net income                          |                                              | $                                      
|                                    |                                              |                                        
|Net income per unit                 |                                              | $                                      
|                                    |                                              |                                        
|Weighted average units outstanding  |                                              |                                        
|                                    |                                              |                                        

See
accompanying Notes to Consolidated Financial Statements.

3

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CROWN PACIFIC PARTNERS, L.P.
CONSOLIDATED BALANCE SHEET
(In thousands, except unit data)

|                                                                                      |                                                                                                                          | September 30,
2000
(Unaudited)          |         | December 31,
1999
|------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------ | --------------------------------------- | ------- | -----------------
|Assets                                                                               
|Current assets:                                                                       |                                                                                                                          |                                         |         |                  
|                                                                                      | Cash and cash equivalents                                                                                                |                                         | $       | 28,442           
|                                                                                      | Accounts receivable, net of allowances for doubtful accounts of $1,286 and $1,091                                        |                                         |         | 110,709          
|                                                                                      | Notes receivable                                                                                                         |                                         |         | 3,706            
|                                                                                      | Inventories                                                                                                              |                                         |         | 55,012           
|                                                                                      | Deposits on timber cutting contracts                                                                                     |                                         |         | 2,883            
|                                                                                      | Prepaid and other current assets                                                                                         |                                         |         | 2,309            
|                                                                                      |                                                                                                                          |                                         |         |                  
|                                                                                      |                                                                                                                          | Total current assets                    |         |                  
|Property, plant and equipment, net of accumulated depreciation of $39,744 and $35,863 |                                                                                                                          |                                         | 73,653  |                  
|Timber, timberlands and roads, net                                                    |                                                                                                                          |                                         | 636,881 |                  
|Intangible assets, net of accumulated amortization                                    |                                                                                                                          |                                         | 34,239  |                  
|Other assets                                                                          |                                                                                                                          |                                         | 13,989  |                  
|                                                                                      |                                                                                                                          |                                         |         |                  
|                                                                                      |                                                                                                                          | Total assets                            |         | $                
|                                                                                      |                                                                                                                          |                                         |         |                  
|Liabilities and Partners' Capital                                                    
|Current liabilities:                                                                  |                                                                                                                          |                                         |         |                  
|                                                                                      | Notes payable                                                                                                            |                                         | $       | 24,500           
|                                                                                      | Accounts payable                                                                                                         |                                         |         | 43,051           
|                                                                                      | Accrued expenses                                                                                                         |                                         |         | 19,369           
|                                                                                      | Accrued interest                                                                                                         |                                         |         | 14,208           
|                                                                                      | Current portion of long-term debt                                                                                        |                                         |         | 164              
|                                                                                      |                                                                                                                          |                                         |         |                  
|                                                                                      |                                                                                                                          | Total current liabilities               |         |                  
|Long-term debt                                                                        |                                                                                                                          |                                         | 681,000 |                  
|Other non-current liabilities                                                         |                                                                                                                          |                                         | 1,752   |                  
|                                                                                      |                                                                                                                          |                                         |         |                  
|                                                                                      |                                                                                                                          |                                         | 784,044 |                  
|                                                                                      |                                                                                                                          |                                         |         |                  
|Commitments and contingent liabilities                                                |                                                                                                                          |                                         |         |                  
|Partners' capital:                                                                    |                                                                                                                          |                                         |         |                  
|                                                                                      | General partners                                                                                                         |                                         |         | 1,977            
|                                                                                      | Limited partners (30,410,906 and 30,301,248 units outstanding at September 30, 2000 and December 31, 1999, respectively) |                                         |         | 175,802          
|                                                                                      |                                                                                                                          |                                         |         |                  
|                                                                                      |                                                                                                                          | Total partners' capital                 |         |                  
|                                                                                      |                                                                                                                          |                                         |         |                  
|                                                                                      |                                                                                                                          | Total liabilities and partners' capital |         | $                
|                                                                                      |                                                                                                                          |                                         |         |                  

See
accompanying Notes to Consolidated Financial Statements.

4

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CROWN PACIFIC PARTNERS, L.P.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
(Unaudited)

|                                                     |                                                                                                    | For the Nine Months Ended
September 30,  |         
|---------------------------------------------------- | -------------------------------------------------------------------------------------------------- | ---------------------------------------- | --------
|
|Cash flows from operating activities:                |                                                                                                    |                                          |         
|                                                     | Net income                                                                                         |                                          | $       
|                                                     | Adjustments to reconcile net income to net cash provided by operating activities:                  |                                          |         
|                                                     |                                                                                                    | Depletion, depreciation and amortization |         
|                                                     |                                                                                                    | Gain on sale of property                 |         
|                                                     |                                                                                                    | Other                                    |         
|                                                     | Net change in current assets and current liabilities, net of the effects of business combinations: |                                          |         
|                                                     |                                                                                                    | Accounts and notes receivable            |         
|                                                     |                                                                                                    | Inventories                              |         
|                                                     |                                                                                                    | Deposits on timber cutting contracts     |         
|                                                     |                                                                                                    | Prepaid and other current assets         |         
|                                                     |                                                                                                    | Accounts payable and accrued expenses    |         
|                                                     |                                                                                                    |                                          |         
|Net cash provided by operating activities            |                                                                                                    |                                          | 36,070  
|                                                     |                                                                                                    |                                          |         
|Cash flows from investing activities:                |                                                                                                    |                                          |         
|                                                     | Additions to timberlands                                                                           |                                          |         
|                                                     | Additions to timber cutting rights                                                                 |                                          |         
|                                                     | Additions to equipment                                                                             |                                          |         
|                                                     | Proceeds from sales of property                                                                    |                                          |         
|                                                     | Deposit received on future asset sale                                                              |                                          |         
|                                                     | Principal payments received on notes                                                               |                                          |         
|                                                     | Purchase of a business                                                                             |                                          |         
|                                                     | Other investing activities                                                                         |                                          |         
|                                                     |                                                                                                    |                                          |         
|Net cash used in investing activities                |                                                                                                    |                                          | (111,257
|                                                     |                                                                                                    |                                          |         
|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                                                                          |                                          |         
|                                                     | Debt and equity issuance costs                                                                     |                                          |         
|                                                     | Other financing activities                                                                         |                                          |         
|                                                     |                                                                                                    |                                          |         
|Net cash provided by (used in) financing activities  |                                                                                                    |                                          | 82,013  
|                                                     |                                                                                                    |                                          |         
|Net increase (decrease) in cash and cash equivalents |                                                                                                    |                                          | 6,826   
|Cash and cash equivalents at beginning of period     |                                                                                                    |                                          | 21,616  
|                                                     |                                                                                                    |                                          |         
|Cash and cash equivalents at end of period           |                                                                                                    | $                                        | 28,442  
|                                                     |                                                                                                    |                                          |         

See
accompanying Notes to Consolidated Financial Statements.

5

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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)

Note 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 1999 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 nine-month periods ended September 30, 2000 and 1999 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 allocation was $66 and $86 for the three months ended September 30, 2000 and 1999, respectively, and $219 and $262 for the nine months ended September 30, 2000 and 1999,
respectively. There is no significant difference between basic and diluted earnings per unit.

Note 2: Inventories

Inventories at manufacturing locations, 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:

September 30, 2000

December 31, 1999Lumber

$
11,952

$
9,103Logs


14,053


22,732Supplies


3,813


3,437LIFO reserve


967


2,017Manufacturing inventory


30,785


37,289Wholesale products


24,227


18,485Total

$
55,012

$
55,774


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 nine months of 2000 of

6

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approximately $1.1 million, or $0.03 per unit, and a net decrease in depletion costs for the first nine months of 1999 of approximately $0.7 million, or $0.02 per unit, with no impact on
cash flow.

Note 4: Supplemental Cash Flow Information

Supplemental disclosure of cash flow information is as follows:

Nine months ended September 30,2000

1999Cash paid during the period for interest

$
39,863

$
32,991Business assets acquired with Partnership units


1,200


9,000


Note 5: Acquisitions

On January 6, 2000 Crown Pacific acquired Cheshire Sales Company Inc. of Albuquerque, New Mexico for $5.5 million, consisting of
$3.7 million in cash, $1.2 million in Partnership units and $0.6 million in assumed debt. The acquisition was accounted for as a purchase. Pro forma results of operations are not
significantly different from actual results of operations for the first nine months of 2000 and 1999.

On
January 14, 2000 Crown Pacific acquired 91 thousand acres of timberland in Idaho from Plum Creek Timber Company for $73.4 million. The acquisition was financed
using the Partnership's Acquisition Line of Credit.

Note 6: Sale of Yellowstone Trucking

In September 2000, Crown Pacific closed the sale of its independently operated subsidiary Yellowstone Trucking, which resulted in a gain of
$1.2 million. Under the terms of the sale agreement, Crown Pacific sold all of Yellowstone Trucking's operations and assets, including its real property and terminal in Coeur d'Alene, Idaho.

Note 7: 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.

7

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The following summarizes the Partnership's segment information:

|                     |                   | Three Months Ended September 30, |         | Nine Months Ended September 30, |  
|-------------------- | ----------------- | -------------------------------- | ------- | ------------------------------- | -
|
|Timberlands:         |                   |                                  |         |                                 |  
|                     | Trade             |                                  | $       | 54,997                          |  
|                     | Intersegment      |                                  |         | 13,471                          |  
|                     |                   |                                  |         |                                 |  
|                     |                   |                                  | 68,468  |                                 |  
|Manufacturing:       |                   |                                  |         |                                 |  
|                     | Trade             |                                  |         | 29,935                          |  
|                     | Intersegment      |                                  |         | 2,342                           |  
|                     |                   |                                  |         |                                 |  
|                     |                   |                                  | 32,277  |                                 |  
|Wholesale Marketing: |                   |                                  |         |                                 |  
|                     | Trade             |                                  |         | 101,740                         |  
|                     | Intersegment      |                                  |         | 7,658                           |  
|                     |                   |                                  |         |                                 |  
|                     |                   |                                  | 109,398 |                                 |  
|Corporate and Other: |                   |                                  |         |                                 |  
|                     | Trade             |                                  |         | 3,607                           |  
|                     | Intersegment      |                                  |         | 582                             |  
|                     |                   |                                  |         |                                 |  
|                     |                   |                                  | 4,189   |                                 |  
|Total:               |                   |                                  |         |                                 |  
|                     | Total Revenue     |                                  |         | 214,332                         |  
|                     | Less Intersegment |                                  |         | (24,053                         | )
|                     |                   |                                  |         |                                 |  
|                     | Net Revenue       |                                  | $       | 190,279                         |  
|                     |                   |                                  |         |                                 |  

|                    |  | Three Months Ended September 30, |         | Nine Months Ended September 30, |  
|------------------- |  | -------------------------------- | ------- | ------------------------------- | -
|
|Timberlands         |  | $                                | 24,472  |                                 | $
|Manufacturing       |  |                                  | (3,080  | )                               |  
|Wholesale           |  |                                  | 3,811   |                                 |  
|Corporate and Other |  |                                  | (4,800  | )                               |  
|                    |  |                                  |         |                                 |  
|Operating Income    |  | $                                | 20,403  |                                 |  
|Interest Expense    |  |                                  | (15,268 | )                               |  
|Other               |  |                                  | 1,500   |                                 |  
|                    |  |                                  |         |                                 |  
|Net Income          |  | $                                | 6,635   |                                 | $
|                    |  |                                  |         |                                 |  

Note 8: Distributions

On each of January 25, 2000, April 18, 2000 and July 18, 2000, the Board of Control authorized the Partnership to make a distribution of
$0.564 per unit. Each distribution totaled $17.5 million (including $355 thousand to the General Partners) and was paid on February 14, 2000 to unitholders of record on
February 4, 2000, May 15, 2000 to unitholders of record on May 5, 2000 and August 14, 2000 to unitholders of record on August 4, 2000, respectively.

Note 9: Subsequent Event

On October 17, 2000, the Board of Control authorized the Partnership to make a distribution of $0.564 per unit. The total distribution will be
$17.5 million (including $355 thousand to the General Partners) and will be paid on November 14, 2000 to unitholders of record on November 3, 2000.

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. These
assumptions include harvest volumes, species mix, prices for logs and lumber, demand for housing, and levels and amounts received for stumpage and property sales. 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 conduct its operations.

Additional
factors that could affect future performance include environmental risks, operating risks normally associated with the timber industry, competition, government regulations
and policies 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 annual report on Forms 10-K, which is 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
provided by operating activities was $36.1 million for the nine-month period ended September 30, 2000 and resulted primarily from net income of
$21.9 million and net non-cash expenses of $25.5 million, offset by an increase in accounts and notes receivable of $15.4 million. Working capital decreased to
$101.8 million at September 30, 2000 compared to $111.3 million at December 31, 1999.

Net
cash used in investing activities of $111.3 million resulted primarily from the acquisition of 91 thousand acres of timberland in Idaho from Plum Creek Timber
Company for $73.4 million, the acquisition of Cheshire Sales Company, Inc. for $3.5 million and the construction of a new small log line at the Gilchrist saw mill and other
additions to timberlands, equipment and timber cutting rights of $66.4 million. These expenditures were offset in part by proceeds from the sale of property and other assets of
$32.2 million.

Net
cash provided by financing activities of $82.0 million resulted primarily from a $24.5 million net increase in short-term borrowings and a
$108.6 million net increase in long-term debt, offset by distributions to partners of $52.5 million.

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. Additions to property, plant and equipment totaled $30.5 million in

9

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the first nine months of 2000 and are expected to total approximately $38.5 million during all of 2000. Additions to timber and timberland purchases are evaluated as opportunities arise and
totaled $109.2 million in the first nine months of 2000. 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.
Property and
stumpage sales are expected to comprise a significant portion of the Partnership's operating income during the remainder of 2000, given the low level of lumber prices at present.

The
Partnership will spend approximately $20.0 million (included in the $38.5 million total above) in 2000 on a new small log line at its Gilchrist mill, which is being
funded with bank financing. Approximately $17.0 million has been spent on this project during the first nine months of 2000. In addition, the Partnership closed its acquisition of approximately
91 thousand acres of northern Idaho timberlands in January 2000 for $73.4 million (included in the $109.2 million total above), which was funded with bank borrowings under
the Partnership's acquisition facility.

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 revolving credit facility was increased by $2.0 million in January 2000 due to an additional bank joining the credit group. The credit facility bears a
floating rate of interest and is unsecured. At September 30, 2000, the Partnership had $34.5 million outstanding under this facility, with a weighted average interest rate of 9.05%.

The
Partnership has a $232 million, three-year, revolving line of credit with a group of banks to provide for the acquisition of additional timber, timberlands and
related assets and capital expenditures. The acquisition line was increased by $8.0 million in January 2000 due to an additional bank joining the credit group. 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 September 30, 2000, the
Partnership had $182.3 million outstanding under this facility, with a weighted average interest rate of 8.73%.

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 $2.8 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. The Partnership was in compliance with such covenants at September 30, 2000.

10

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Results of Operations

Three Months Ended September 30, 2000 compared to Three Months Ended September 30, 1999

General

Net revenues during the third quarter ended September 30, 2000 decreased 13.1% to $190.3 million, from $219.1 million in the same quarter
of 1999. The $28.8 million decrease primarily reflects the impact of lower lumber prices in the Partnership's wholesale marketing and manufacturing segments, partially offset by increases in
property and stumpage sales.

Cost
of sales as a percentage of sales decreased to 84.1% in the third quarter of 2000, compared to 85.8% in the same quarter of 1999. The decrease is primarily the result of higher
property and stumpage sales, lower raw material costs in the manufacturing and wholesale segments as well as efficiencies gained at the Partnership's mills, offset in part by significantly lower
lumber sales realizations and wood chip revenue.

Selling,
general and administrative expenses ("SG&A") decreased $0.5 million to $9.9 million (5.2% of revenues) in the third quarter of 2000, compared to
$10.3 million (4.7% of revenues) in the third quarter of 1999. The decrease is primarily a result of lower miscellaneous administrative expenses and timing differences in the occurrence of
certain professional fees and services, offset in part by increased salaries.

Interest
expense increased $2.9 million to $15.3 million in the third quarter of 2000, from $12.4 million in the third quarter of 1999. The increase is a result
of higher debt balances in the first nine months of 2000 due primarily to the purchase of the timberlands from Plum Creek in the first quarter of 2000 for $73.4 million, which was financed
using the Partnership's revolving acquisition line of credit, and the installation of a new small log line at the Partnership's Gilchrist mill during the first nine months of 2000 for approximately
$17.0 million, which was funded with bank financing.

Other
income was $1.7 million in the third quarter of 2000 compared to $0.3 million in the third quarter of 1999. The increase is primarily the result of an
approximately $1.2 million gain which resulted from the sale of the Partnership's subsidiary Yellowstone Trucking in the third 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, increased 160.7% to $55.0 million, or 28.9% of revenue in the third quarter of 2000,
compared to $21.1 million, or 9.6% of revenue in the third quarter of 1999. The higher revenues reflect increased property and stumpage sales in the third quarter of 2000 compared to the third
quarter of 1999. Internal sales of logs to manufacturing decreased 72.2% to $13.5 million in the third quarter of 2000 compared to $48.5 million in the third quarter of 1999 primarily as
a result of significantly lower lumber prices, which resulted in reduced production volumes from the Partnership's mills.

Overall
operating income from timberlands, including property sales, increased 152.6% to $24.5 million in the third quarter of 2000 from $9.7 million in the third
quarter of 1999. The increase is primarily a result of property sales income of $8.9 million in the third quarter of 2000 compared to $0.9 million in the third quarter of 1999, increased
stumpage sale activity and lower overhead expenses in 2000 compared to 1999, offset in part by a 31.5% decrease in the average domestic log sales realization during the third quarter of 2000 compared
to the third quarter of 1999.

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 (dollars per
thousand board feet "MBF"):

Quarter Ended September 30,% ChangeTree Farm

2000

1999Oregon

$440/MBF

$428/MBF

2.8
%Inland

$249/MBF

$447/MBF

(44.3
)%Hamilton

$466/MBF

$390/MBF

19.5
%Olympic

$471/MBF

$404/MBF

16.6
%Weighted average

$285/MBF

$416/MBF

(31.5
)%


The
decrease at the Inland tree farm is a result of increased stumpage sales (which typically have lower realizations but higher margins). All of the tree farms were affected by the
impact of lower lumber pricing on the log markets. The increase at the Hamilton tree farm primarily reflects the decrease of stumpage sales in the third quarter of 2000. The decrease in the weighted
average is affected by approximately 84% of the log sales volume being from the Inland tree farm.

Domestic
external log sales volumes increased 230.7% in the third quarter of 2000 to 122.0 million board feet (MMBF), compared to 36.9 MMBF in the same quarter of 1999,
primarily as a result of increased stumpage sales from the Inland tree farm. The external volume from each of the Partnership's tree farms was as follows (in thousands of board feet (MBF)):

Quarter Ended September 30,% ChangeTree Farm

2000

1999Oregon tree farm

234

3,793

(93.8
)%Inland tree farm

101,858

12,813

695.0
%Hamilton tree farm

12,330

15,070

(18.2
)%Olympic tree farm

7,562

5,206

45.3
%Total

121,984

36,882

230.7
%


Export Log Sales

Sales of logs to customers involved in exporting activities (included in total log sales above) were approximately $1.9 million, or 1.0% of sales in the
third quarter of 2000, compared to $0.7 million, or 0.3% of sales for the same quarter of 1999. Prices received for export logs remained relatively constant at $655/MBF while sales volumes
increased 166.3% to 2.9 MMBF in the third quarter of 2000 from levels experienced in the same quarter of 1999. The increase in sales volume is a result of demand to replenish system inventories.

Property Sales

Revenue and operating income from property sales in the third quarter of 2000 were $16.2 million and $8.9 million, respectively, compared to
$1.8 million and $0.9 million, respectively in the third quarter of 1999. Property and stumpage sales are expected to comprise a significant portion of the Partnership's operating income
during the remainder of 2000, given the low level of lumber prices at present.

12

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## 

Manufacturing

Sawmill sales, excluding sales of lumber products through the wholesale division, were $29.9 million, or 15.7% of total sales in the third quarter of
2000, compared to $77.3 million, or 35.3% of total sales in the same quarter of 1999. The decreased revenues reflect lower shipments, sales realizations and wood chip by-product
sales, partially offset by a 17.8% decline in unit manufacturing costs, which is attributable to both lower log costs and overhead expenses. In addition, due to market conditions, the Partnership
closed its Prineville sawmill for most of the period and its Coeur d'Alene sawmill for approximately the last half of the third quarter of 2000. The Prineville sawmill was reopened in late
September 2000 in response to improvement in both demand and prices for pine lumber and management currently anticipates that it will operate on a one-shift basis during the
remainder of 2000. The Coeur d'Alene sawmill remains closed pending improved market conditions for its primary lumber products.

The
Partnership had an operating loss from manufacturing during the third quarter of 2000 of $3.1 million compared to income from operations of $11.8 million in the
third quarter of 1999. The decrease is primarily a result of a 41.0% decrease in lumber sales volume and a 38.2% decrease in overall sales realization, offset in part by lower unit manufacturing
costs.

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

Quarter Ended September 30,% ChangeRegion

2000

1999Oregon

$458/MBF

$691/MBF

(33.7
)%Inland

$293/MBF

$422/MBF

(30.6
)%Washington

$249/MBF

$347/MBF

(28.2
)%Weighted average

$308/MBF

$498/MBF

(38.2
)%


External
sales volumes from the various regions were as follows (in MBF):

Quarter Ended September 30,% ChangeRegion

2000

1999Oregon

15,971

51,233

(68.8
)%Inland

38,809

59,682

(35.0
)%Washington

31,560

35,513

(11.1
)%Total

86,340

146,428

(41.0
)%


Wood
chip revenues accounted for 1.6% of sales in the third quarter of 2000, compared to 2.2% of sales in the same quarter of 1999. Residual wood chip volume decreased 31.3% in the
third quarter of 2000 compared to the third quarter of 1999, while prices increased to $75/BDU in the third quarter of 2000 compared to $67/BDU in the third quarter of 1999. The higher average
realization reflects market reaction to lumber production curtailments industry wide that negatively impacted the available supply of residual wood chips. The lower volume reflects decreased chip
production primarily in the Oregon and Inland regions as a result of the shutdown of the Prineville and Coeur d'Alene sawmills for portions of the third quarter of 2000 as discussed above.

Wholesale Marketing

External 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 $101.7 million, or 53.5% of sales in the third quarter of 2000, compared to $116.7 million, or 53.2% of sales in the third quarter of 1999. Operating income from
wholesale operations increased 41.9% to

13

---

$3.8 million in the third quarter of 2000 from $2.7 million in the third quarter of 1999. The lower revenue reflects the impact of significantly lower lumber and panel prices during the
third quarter of 2000. The increased operating income reflects improved operating margins at both the Alliance Lumber and Desert Lumber operations and the addition of Cheshire Lumber in
January 2000. Overall profit margins increased to 3.7% in the third quarter of 2000 compared to 2.3% in the third quarter of 1999 as a result of these operations capitalizing on favorable
purchase opportunities of raw materials to supply fixed price sales contracts.

Results of Operations

Nine Months Ended September 30, 2000 compared to Nine Months Ended September 30, 1999

General

Net revenues during the nine months ended September 30, 2000 increased 7.8% to $636.3 million, from $590.4 million in the same period of
1999. The increase reflects higher sales from the Partnership's timberland and wholesale marketing operations. The increase in timberland sales is primarily the result of more property and stumpage
sales during the nine months ended September 30, 2000 compared to the 1999 period, while the higher wholesale revenues reflect market share growth and the addition of Cheshire Lumber to the
segment. These higher revenues were partially offset by lower manufacturing sales.

Cost
of sales as a percentage of sales increased to 85.0% in the first nine months of 2000, compared to 84.2% in the same period of 1999. The increase primarily reflects the impact of
a larger portion of the Partnership's revenue being derived from its wholesale operations, which operate at a lower profit margin, and significantly lower lumber sales prices. These factors were only
partially offset by lower log and lumber purchase prices, increased stumpage sale activity and lower overall per unit manufacturing costs.

Selling,
general and administrative expenses increased $1.3 million to $31.1 million (4.9% of revenues) in the first nine months of 2000, from $29.8 million (5.0%
of revenues) in the same period of 1999. The increase reflects growth in the wholesale segment, higher corporate overhead expense and costs incurred in relation to the Partnership's strategic
initiative process.

Interest
expense increased $7.4 million to $44.1 million in the first nine months of 2000, from $36.7 million in the first nine months of 1999. The increase is a
result of higher debt balances in the first nine months of 2000 due primarily to the purchase of the timberlands from Plum Creek in the first quarter of 2000 for $73.4 million, which was
financed using the Partnership's acquisition line of credit, and the installation of a new small log line at the Partnership's Gilchrist mill during the first nine months of 2000 for approximately
$17.0 million, which was funded with bank financing.

Other
income was $2.5 million in the first nine months of 2000 compared to other expense of $0.2 million in the first nine months of 1999. The 2000 amount includes a
gain of $1.2 million related to the sale of the Partnership's subsidiary Yellowstone Trucking in the third quarter of 2000 and the 1999 amount 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.

Timberlands

Total external log sales, including property and stumpage sales, increased 58.4% to $124.0 million, or 19.5% of revenue in the first nine months of
2000, compared to $78.2 million, or 13.3% of revenue in the first nine months of 1999. The higher revenues reflect increased property and stumpage sales

14

---

activity. Internal sales of logs to manufacturing decreased $10.8 million to $121.9 million in the first nine months of 2000 from $132.7 million in the first nine months of 1999
primarily as a result of significantly lower lumber prices, which resulted in reduced production volumes from the Partnership's mills.

Overall
operating income from timberlands, including property sales, increased 54.7% to $62.8 million in the first nine months of 2000 from $40.6 million in the first
nine months of 1999, primarily as a result of increased property and stumpage sale activity and lower overhead expenses in 2000 compared to 1999, offset in part by a 13.6% decrease in the average
domestic external log sales realization during the nine months ended September 30, 2000 compared to the same 1999 period.

Domestic Log Sales

Average external domestic prices received for logs sold from the various tree farms, including stumpage but excluding pulpwood, were as follows (dollars per
thousand board feet "MBF"):

Nine Months Ended September 30,% ChangeTree Farm

2000

1999Oregon

$492/MBF

$410/MBF

20.0
%Inland

$268/MBF

$450/MBF

(40.4
)%Hamilton

$454/MBF

$357/MBF

27.2
%Olympic

$466/MBF

$377/MBF

23.6
%Weighted average

$342/MBF

$396/MBF

(13.6
)%


Increases
at the Oregon, Hamilton and Olympic tree farms are primarily a result of higher market prices for delivered logs earlier in the year 2000.

The
decrease at the Inland tree farm, which represented 63.0% of the total log volume sold in the nine months ended September 30, 2000, is a result of increased stumpage sales
(which typically have lower realizations but higher margins), which were partially offset by higher market prices for delivered logs.

Domestic
external log sales volumes increased 66.4% in the first nine months of 2000 to 248.2 million board feet (MMBF), compared to 149.2 MMBF in the first nine months of
1999, primarily as a result of increased stumpage sales at the Inland and Oregon tree farms. The external volume from each of the Partnership's tree farms was as follows (in thousands of board feet
(MBF)):

Nine Months Ended September 30,% ChangeTree Farm

2000

1999Oregon tree farm

23,121

10,264

125.3
%Inland tree farm

156,433

47,286

230.8
%Hamilton tree farm

34,713

50,188

(30.8
)%Olympic tree farm

33,974

41,453

(18.0
)%Total

248,241

149,191

66.4
%


Export Log Sales

Sales of logs to customers involved in exporting activities (included in total log sales above) were approximately $5.1 million, or 0.8% of sales in the
first nine months of 2000, compared to $4.5 million, or 0.8% of sales in the first nine months of 1999. Prices received for export logs increased 5.7% to $649/MBF while sales volumes increased
6.8% to 7.9 MMBF in the first nine months of 2000 from

15

---

levels experienced in the same period of 1999. The increase in average realization reflects an improved sales mix, while the increase in sales volume is a result of modestly higher demand and
exporters rebuilding their inventory levels.

Property Sales

Revenue and operating income from property sales in the first nine months of 2000 were $25.7 million and $15.1 million, respectively, compared to
$4.6 million and $2.2 million, respectively in the first nine months of 1999. Property and stumpage sales are expected to comprise a significant portion of the Partnership's operating
income during the remainder of 2000, given the low level of lumber prices at present.

Manufacturing

Sawmill sales, excluding sales of lumber products through the wholesale division, were $153.8 million, or 24.2% of sales in the first nine months of
2000, compared to $202.4 million, or 34.3% of sales in the first nine months of 1999. The decreased revenues reflect lower shipments, sales realizations and wood chip by-product
revenues, partially offset by a decline in unit manufacturing costs, which is attributable to both lower log and lower overhead costs. In addition, due to market conditions, the Partnership closed its
Prineville and Coeur d'Alene sawmills for a portion of the third quarter of 2000. The Prineville sawmill was reopened in late September 2000 in response to improvement in both demand and prices
for pine lumber and will operate on a one-shift basis during the remainder of 2000. The Coeur d'Alene sawmill remains closed pending improved market conditions for its primary lumber
products.

Operating
income from manufacturing decreased 89.7% to $2.4 million in the first nine months of 2000 from $23.3 million in the first nine months of 1999, primarily as a
result of a 10.5% decrease in external lumber sales volume and a 17.3% decrease in overall sales realization, offset in part by lower unit manufacturing costs.

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

Nine Months Ended September 30,% ChangeRegion

2000

1999Oregon

$556/MBF

$647/MBF

(14.1
)%Inland

$341/MBF

$393/MBF

(13.2
)%Washington

$287/MBF

$320/MBF

(10.3
)%Weighted average

$384/MBF

$465/MBF

(17.4
)%


External
lumber sales volumes decreased 10.5% in the first nine months of 2000 to 365.5 MMBF compared to 408.1 MMBF in the same period of 1999. External sales volumes from the various
regions were as follows (in MBF):

Nine Months Ended September 30,% ChangeRegion

2000

1999Oregon

98,620

142,939

(31.0
)%Inland

166,599

166,650

0.0
%Washington

100,255

98,540

1.7
%Total

365,474

408,129

(10.5
)%


16

---

Wood chip revenues accounted for 1.7% of sales in the first nine months of 2000, compared to 1.8% of sales in first nine months of 1999. Residual wood chip prices increased to $69/BDU
in the first nine months of 2000 compared to $68/BDU in the first nine months of 1999. The slightly higher average realization reflects market reaction to lumber production curtailments industry wide
that negatively impacted the available supply of residual wood chips, especially in the third quarter of 2000. Woodchip volume decreased to 155,004 BDUs in the nine months ended September 30,
2000 compared to 158,578 BDUs in the comparable period of 1999. The lower volume reflects decreased chip production primarily in the Oregon and Inland regions as a result of the shutdown of the
Prineville and Coeur d'Alene sawmills for portions of the third quarter of 2000 as discussed above.

Wholesale Marketing

External 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 $348.0 million, or
54.7% of revenues in the first nine months of 2000, compared to $298.7 million, or 50.6% of revenues in the first nine months of 1999. Operating income from wholesale operations increased 29.3%
to $12.1 million in the first nine months of 2000 from $9.3 million in the first nine months of 1999. The increases in revenue and operating income are a result of market share growth
and improved margins from existing operations as well as the acquisition of Cheshire Sales Company, Inc. in January 2000. Overall profit margins increased to 3.5% in the first nine
months of 2000 compared to 3.1% in the first nine months of 1999 as a result of favorable purchase opportunities of raw materials utilized to supply fixed price sales contracts.

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, does not expect the adoption of SFAS 137 and 138 to have an
impact on its financial position, results of operations or cash flows.

On
December 3, 1999, the Securities and Exchange Commission released Staff Accounting Bulletin No. 101 ("SAB 101"), Revenue Recognition, to provide guidance on the
recognition, presentation and disclosure of revenue in financial statements. SAB 101 outlines basic criteria that must be met before registrants may recognize revenue, including persuasive evidence of
the existence of an arrangement, the delivery of products or services, a fixed and determinable sales price and reasonable assurance of collection. As amended on June 26, 2000, SAB 101 is
effective beginning the fourth fiscal quarter of the first fiscal year beginning after December 15, 1999. The Partnership does not expect the adoption of SAB 101 to have a significant impact on
its financial position or results of operations.

In
April 2000, the Financial Accounting Standards Board ("FASB") issued Interpretation No. 44,Accounting for Certain Transactions Involving
Stock Compensationan Interpretation of APB Opinion No. 25("FIN 44"). FIN 44 clarifies and modifies APB Opinion No. 25, Accounting for Stock Issued to Employees.
FIN 44 is effective for the Partnership in the fourth quarter of fiscal 2000. The Partnership has determined
that the implementation of FIN 44 will not have a material impact on its financial condition or results of operations.

17

---

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 September 30, 2000, the Partnership had
$216.8 million outstanding under its lines of credit with a weighted average interest rate of 8.78%. A hypothetical 10 percent increase in interest rates to 9.66% would not have a
material impact on the Partnership's cash flows.

18

---

## 

PART IIOTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

|Exhibit No. and Description
|---------------------------
|10                         
|27                         

(b) Reports on Form 8-K:

There were no reports on Form 8-K filed during the quarter ended September 30, 2000.

19

---

## 

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: November 10, 2000 |  | CROWN PACIFIC PARTNERS, L.P.
|----------------------- |  | ----------------------------
|                        |  | By:                         
|                        |  | By:                         

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