================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                      ------------------------------------
                                    FORM 10-Q
                      ------------------------------------

             [X]   QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR
                   15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended March 31, 2000

                                     OR

             [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR
                   15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                 Commission file numbers 1-13573-01 and 1-13573


                     U.S. TIMBERLANDS KLAMATH FALLS, L.L.C.
                         U.S. TIMBERLANDS FINANCE CORP.
            (Exact name of co-registrant as specified in its charter)

          Delaware                                     93-1217136
          Delaware                                     91-1851612
--------------------------------------------------------------------------------
    (State or other jurisdiction          (I.R.S. Employer Identification No.)
      of incorporation or
         organization)

      625 Madison Avenue, Suite 10-B, New York, NY          10022
--------------------------------------------------------------------------------
       (Address of principal executive offices)           (Zip Code)


       Co-Registrant's telephone number, including area code: 212-755-1100

Indicate  by check mark  whether the  co-registrants  (1) have 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
co-registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.


                              Yes [X]   No   [ ]

================================================================================

<PAGE>


PART l.  FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

                                     U.S. TIMBERLANDS KLAMATH FALLS, LLC
                               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (IN THOUSANDS, EXCEPT PER UNIT INFORMATION)
                                                 (UNAUDITED)

                                            Three Months Ended March 31,
                                             -----------------------------
                                                 2000            1999
                                              -----------     ---------

Revenues                                        $ 11,924    $ 11,129
Cost of timber harvested                          (3,887)     (2,021)
Depletion, depreciation and road amortization     (3,803)     (3,984)
                                                 --------    --------
      Gross profit                                 4,234       5,124



Selling, general and administrative               (1,956)     (2,351)
Equity in net income of affiliate                    607           -
                                                --------    --------
      Operating income                             2,885       2,773

Interest expense                                  (5,454)     (5,469)
Interest income                                      122         251
Financing fees                                      (169)       (169)
Other income                                         659         882
                                                --------    --------

                                                $ (1,957)   $ (1,732)
      Net loss                                  ========    ========



      See accompanying notes to the condensed consolidated financial statements.

                                     2 of 13
<PAGE>

                       U.S. TIMBERLANDS KLAMATH FALLS, LLC
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>

                                                             March 31,   December 31,
                                                                2000         1999
                                                            -----------  -----------
                                                           (Unaudited)        *
<S>                                                           <C>        <C>
ASSETS
Current assets:
     Cash and cash equivalents                                $  3,329   $  2,798
     Accounts and current portion of notes receivable - net      3,361      3,140
     Prepaid expenses and other current assets                     440        981
                                                              --------   --------
         Total current assets                                    7,130      6,919

     Timber and timberlands, net                               290,575    293,828
     Investment in affiliate                                    19,401     18,243
     Receivable from affiliate                                     294        294
     Property, plant and equipment, net                            987      1,038
     Notes receivable - long-term                                  311      2,304
     Deferred financing fees                                     5,155      5,323
                                                              --------   --------
         Total assets                                         $323,853   $327,949
                                                              ========   ========

LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
     Accounts payable and accrued liabilities                 $  8,932   $  4,472
     Deferred revenue                                              -           39
                                                              --------   --------
         Total current liabilities                               8,932      4,511
                                                              --------   --------

     Long-term debt                                            225,000    225,000
                                                              --------   --------

Members' equity:
     Managing member's interest                                    900        984
     Nonmanaging member's interest                              89,021     97,454
                                                              --------   --------
                                                                89,921     98,438
                                                              --------   --------

         Total liabilities and members' equity                $323,853   $327,949
                                                              ========   ========
</TABLE>

*    Derived from audited Consolidated Balance Sheet as of December 31, 1999

   See accompanying notes to the condensed consolidated financial statements.


                                    3 of 13
<PAGE>

                       U.S. TIMBERLANDS KLAMATH FALLS, LLC
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                        2000            1999
                                                    ------------      ----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities               $ 7,469        $ 1,746
                                                        -------        -------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Timber, timberlands and road additions               (417)           (61)
      Purchase of property, plant and equipment - net        (6)           (36)
      Proceeds from sale of assets                           46           --
      Increase in other assets                             --           (1,000)
                                                        -------        -------
Net cash used in investing activities                      (377)        (1,097)
                                                        -------        -------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Short-term borrowings                                --            1,300
      Distributions to members                           (6,561)        (6,561)
                                                        -------        -------
Net cash used in financing activities                    (6,561)        (5,261)
                                                        -------        -------


Increase (decrease) in cash and cash equivalents            531         (4,612)
Cash and cash equivalents - beginning of period           2,798          4,824
                                                        -------        -------
Cash and cash equivalents - end of period               $ 3,329        $   212
                                                        =======        =======


   See accompanying notes to the condensed consolidated financial statements.


                                    4 of 13
<PAGE>

                       U.S. TIMBERLANDS KLAMATH FALLS, LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
       (In thousands, except per Unit amounts or as otherwise indicated)
                                   (Unaudited)

1.  Business and Basis of Presentation:
Business

The accompanying  consolidated financial statements include the accounts of U.S.
Timberlands  Klamath Falls, LLC ("USTK"),  a Delaware limited liability company,
and its wholly  owned  subsidiary,  U.S.  Timberlands  Finance  Corp.  ("Finance
Corp"),  collectively referred to hereafter as the Company. Finance Corp. serves
as the co-obligor for USTK's notes  (defined  below).  It has nominal assets and
does not conduct operations. All significant intercompany transactions have been
eliminated in consolidation.

U.S.  Timberlands Company, LP (the "MLP") owns a 99% nonmanaging member interest
in USTK.  The MLP was formed on June 27, 1997 to acquire  and own  substantially
all of the equity  interests  in USTK and to acquire  and own the  business  and
assets of U.S.  Timberlands  Management  Company,  LLC,  formerly  known as U.S.
Timberlands  Services Company,  LLC ("Old Services").  U.S. Timberlands Services
Company,  LLC (the "Manager")  manages the business of the Company and owns a 1%
managing member interest in USTK.

The primary activity of the Company is the growing of trees and the sale of logs
and standing  timber to third party wood  processors.  The  Company's  timber is
located  in  Oregon,  east  of  the  Cascade  Range.  Logs  harvested  from  the
timberlands are sold to unaffiliated domestic conversion facilities.  These logs
are processed for sale as lumber, plywood and other wood products, primarily for
use in new residential home construction, home remodeling and repair and general
industrial applications.

Basis of Presentation
These  consolidated  financial  statements  have been  prepared by the  Company,
without  audit by  independent  public  accountants,  pursuant  to the rules and
regulations  of the United States  Securities  and Exchange  Commission.  In the
opinion of management,  the consolidated financial statements include all normal
recurring adjustments necessary to present fairly the information required to be
set forth therein. Certain information and note disclosures normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles have been condensed or omitted from these statements pursuant to such
rules and regulations  and,  accordingly  should be read in conjunction with the
consolidated  financial  statements included in the Company's 1999 Annual Report
on Form 10-K.  Operating results for the three month period ended March 31, 2000
are not necessarily  indicative of the results that may be expected for the full
year or any other period.

There  have  been no  significant  changes  in the  accounting  policies  of the
Company.  There were no  significant  changes in the Company's  commitments  and
contingencies as previously described in the 1999 Annual Report on Form 10-K.





                                    5 of 13
<PAGE>

Reclassifications
Certain  amounts  presented for 1999 have been  reclassified  for  comparability
purposes and have no impact on net income.

2.  Timber and Timberlands:
Timber and timberlands consisted of the following:

                                                   March 31,    December 31,
                                                     2000          1999
                                                  ----------     ---------

Timber and logging roads                           $317,869     $317,856
Timberlands                                          39,656       39,338
Seed orchard and nursery stock                        1,374        1,277
                                                   --------     --------
                                                    358,899      358,471
Less accumulated depletion and road amortization     68,324       64,643
                                                   --------     --------

                                                   $290,575     $293,828
                                                   ========     ========

3.  Short-Term Debt:
The  Company  has a  credit  facility  with an  affiliate  of the  Manager  (the
"Affiliate Credit  Facility")  consisting of a revolving line of credit of up to
$12.0 million.  Borrowings  under the Affiliate Credit Facility bear interest at
the prime lending rate as published in the Wall Street  Journal plus  applicable
margin  (1.25%  at March 31,  2000),  which is based on the  Company's  leverage
ratio.  The  prime  lending  rate was  9.0% at March  31,  2000.  There  were no
outstanding  borrowings  under the Affiliate  Credit Facility at March 31, 2000.
The Affiliate  Credit  Facility  expires June 30, 2000 and any amounts  borrowed
thereunder shall then be due and payable.  The Company intends during the second
quarter to renew the  Affiliate  Credit  Facility for one year to mature on June
30, 2001.

4.  New Accounting Pronouncement:
In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards  (SFAS) No.  133,  "Accounting  for  Derivative
Instruments and Hedging  Activities",  which would require the Company to record
all derivatives as assets or liabilities at fair value.  The statement was to be
effective for all fiscal  quarters of fiscal years beginning after June 15, 1999
but has been  delayed  by SFAS No. 137 to all fiscal  quarters  of fiscal  years
beginning  after June 15, 2000.  Consistent  with SFAS No. 137, the Company will
adopt SFAS No. 133 as of January 1, 2001.  Management  believes that adoption of
this statement will not have a material impact on the Company.

5.  Subsequent Event:
On April 19, 2000, the Board of Directors of the Manager  authorized the Company
to make a distribution of $6,561 to the members  (including $131 to the Manager)
to be paid on May 15, 2000.



                                    6 of 13
<PAGE>


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


Forward-Looking Statements

     Certain information contained in this report may constitute forward-looking
statements  within the  meaning of the federal  securities  laws.  Although  the
Company believes that expectations reflected in such forward-looking  statements
are  based  upon  reasonable  assumptions,  it can  give no  assurance  that its
expectations will be achieved. Forward-looking information is subject to certain
risks,  trends and  uncertainties  that  could  cause  actual  results to differ
materially from those projected.  Such risks,  trends and uncertainties  include
the highly  cyclical nature of the forest products  industry,  general  economic
conditions,  competition, price conditions or trends for the Company's products,
the possibility that timber supply could increase if governmental, environmental
or endangered  species policies change, and limitations on the Company's ability
to  harvest  its  timber  due  to  adverse   natural   conditions  or  increased
governmental restrictions.  These and other risks are described in the Company's
other reports and registration  statements,  which are available from the United
States Securities and Exchange Commission.

Overview

     The Company's principal operations consist of growing and harvesting timber
and selling logs,  standing  timber and related  by-products to third party wood
processors. These logs and by-products are processed for sale as lumber; molding
products; doors; mill work; commodity, specialty, and overlaid plywood products;
laminated  veneer lumber;  engineered  wood I-beams;  particleboard;  hardboard;
paper  and  other  wood  products.  These  products  are  used  in  residential,
commercial,  and industrial  construction;  home remodeling and repair;  general
industrial  applications;  and a variety of paper  products.  The results of the
Company's operations and its ability to pay quarterly distributions to the MLP's
Unitholders  depend  upon a number  of  factors,  many of which are  beyond  its
control.  These  factors  include  general  economic  and  industry  conditions,
domestic and export prices, supply and demand for timber and logs,  seasonality,
government  regulations  affecting  the manner in which timber may be harvested,
and competition from other supplying regions and substitute products.

Seasonality

     The Company's log and standing  timber sales volumes are generally at their
lowest  levels  in the first  and  second  quarter  of each  year.  In the first
quarter,  heavy snowfalls in higher  elevations  prevent access to many areas of
the  Company's  timberlands.  This limited  access,  along with spring  break-up
conditions (when warming weather thaws and softens  roadbeds) in March or April,
restricts  logging  operations to lower  elevations  and areas with rockier soil
types.  As a result  of these  constraints,  the  Company's  sales  volumes  are
typically at their lowest in the first quarter,  improving in the second quarter
and at their highest during the third and fourth quarters. Most customers in the
region react to this seasonality by carrying  sufficiently  high log inventories
at the end of the  calendar  year to carry  them to the  second  quarter  of the
following year.


                                    7 of 13
<PAGE>

Current Market Conditions

     Prices for finished  wood  products  such as lumber and plywood  during the
first three months of 2000 were  generally  comparable to prices during the same
period in 1999;  ponderosa pine #3 shop prices increased 5%, lodgepole pine stud
and white fir sheathing prices were flat, and Douglas fir #2 & better green stud
prices were down 6%. Log and timber  prices were  generally  higher in the first
three months of 2000 as compared to the same period in 1999. This trend reflects
a dramatic  increase  in prices for  finished  wood  products  through the third
quarter of 1999 with a subsequent decline in prices through the first quarter of
2000. The log and timber price trend generally follows,  but lags, finished wood
products as log and timber prices are  typically  agreed to in advance of actual
deliveries.

Results of Operations

     Selected operating statistics for the Company:
<TABLE>
<CAPTION>

                                           Sales Volume (MBF)              Price Realization ($ Per MBF)
                                    ----------------------------------  ----------------------------------

                                                             Timber                              Timber
             Period                   Logs      Stumpage      Deeds      Logs       Stumpage      Deeds
             ------                   ----      --------      -----      ----       --------      -----
<S>                                  <C>             <C>       <C>      <C>          <C>          <C>
               2000
 Three Months Ended March 31         20,564          503       8,701    $ 425        $  379       $ 325


              1999
Three Months Ended March 31          11,996        1,921      17,759    $ 395        $  440       $ 308

</TABLE>

Quarter Ended March 31, 2000 Compared to Quarter Ended March 31, 1999

     REVENUES  Revenues for the quarter ended March 31, 2000 were $11.9 million,
an increase of $0.8  million or 7% over  revenues of $11.1  million for the same
period in 1999.  This  increase in revenues was  attributable  to a $4.0 million
increase in log sales partially offset by a $3.3 million decrease in timber deed
and stumpage sales.

     Log sales for the quarter  ended March 31, 2000 were $8.7 million on volume
of 20.6 million board feet ("MMBF"), as compared to the same period in 1999 when
log sales were $4.7  million on volume of 12.0 MMBF.  The  increase in log sales
volumes is due to a  decision  by the  Company  in the first  quarter of 1999 to
convert certain  stumpage sales to timber deed sales and reduce the need for log
sales by the Company. During the first quarter of 2000, the Company utilized log
sales to a much  higher  extent as compared  to the first  quarter of 1999.  The
average log sales price was $425 per  thousand  board feet ("MBF") for the first
quarter of 2000,  as  compared to an average of $395 per MBF for the same period
in 1999.  This  reflects a general  increase in log  prices,  as the species mix
remained relatively unchanged. The following explanation of changes in log sales
prices may differ from those current market conditions described previously,  as
most pricing is agreed to prior to actual delivery.  The increase in the average
log sales price was primarily  attributable  to a 14% increase in lodgepole pine
prices,  a 5% increase in Douglas  fir prices,  and a 21%  increase in white fir
prices.

     Timber deed and stumpage  sales for the first  quarter were $3.0 million on
volume of 9.2 MMBF,  as compared to the same period in 1999 when timber deed and
stumpage sales were $6.3


                                    8 of 13
<PAGE>

million on volume of 19.7 MMBF. The average timber deed and stumpage sales price
was $328 per MBF for the first  quarter of 2000, as compared to $321 per MBF for
the same  period in 1999.  The  slight  price  increase  reflects  the log price
increases  described  above  offset by a lower  value  species  mix in the first
quarter of 2000 as compared to the same period in 1999.

     GROSS PROFIT  Gross  profit  decreased by $0.9 million from $5.1 million in
the first  quarter of 1999 to $4.2  million in the first  quarter of 2000.  As a
percentage  of sales,  gross profit  decreased  from 46% in the first quarter of
1999 to 36% in the first  quarter  of 2000.  The  decrease  in gross  profit was
primarily  from three factors.  First,  the combined log and timber sales volume
declined  1.9 MMBF from 31.7 MMBF in the first  quarter  of 1999 to 29.8 MMBF in
the first quarter of 2000.  Second,  contracted  log and haul costs on a per MBF
basis were up 11% in the first quarter of 2000 as compared to the same period in
1999 due to longer hauls for delivered logs in the first quarter of 2000. Third,
the Company's  timber deed and stumpage  sales in the first quarter of 2000 were
generally  composed of a lower value  species mix as compared to the same period
in 1999.

     SELLING,   GENERAL  AND  ADMINISTRATIVE   EXPENSES  Selling,   general  and
administrative expenses decreased by $0.4 million from $2.4 million in the first
quarter of 1999 to $2.0 million in the first quarter of 2000. As a percentage of
net sales,  this expense  decreased from 22% in the first quarter of 1999 to 17%
in the first  quarter  of 2000.  The  decrease  was  primarily  due to  one-time
expenses  of $0.6  million  related to  severance  costs  incurred  in the first
quarter of 1999.

     EQUITY IN NET INCOME OF  AFFILIATE  Equity in net income of  affiliate  was
$0.6  million  in the first  three  months of 2000.  This  amount  reflects  the
Company's  recapture of losses on an  investment  in  affiliate  absorbed by the
Company during the fourth quarter of 1999.

     OTHER INCOME Other income for the first quarter of 2000 was $0.7 million, a
decrease of $0.2  million  from other income of $0.9 million for the same period
in 1999. The decrease is due to the Company  recognizing in the first quarter of
1999 $0.8 million of income related to an unrealized gain from marking to market
an unhedged financial instrument,  offset by $0.6 million of income in 2000 from
a guaranteed return on the Company's preferred interest in an affiliate.


Financial Condition and Liquidity

     OPERATING ACTIVITIES Cash flows provided by operating activities during the
three months ended March 31, 2000 were $7.5 million, as compared to $1.7 million
during the same period in 1999. The $5.8 million increase in cash flows provided
by  operating  activities  was  primarily  due to  changes  in  working  capital
components.  This  change in working  capital was driven by the  Company's  high
level of timber deed sales during the first  quarter of 1999, as compared to the
first  quarter  of 2000.  The  timber  deed  sales in the first  quarter of 1999
increased notes receivable by $4.3 million,  which reduced  operating cash flow,
while a $1.6 net reduction in notes receivable through  collections in the first
quarter of 2000 increased operating cash flow.

     INVESTING  ACTIVITIES  Cash flows used in  investing  activities  were $0.4
million  during the first three  months of 2000,  as  compared  to $1.1  million
during the same period in 1999. The decrease is primarily attributable to a $1.0
million deposit during the first quarter of 1999 that was subsequently  returned
to the Company.


                                    9 of 13
<PAGE>

     FINANCING  ACTIVITIES  Cash flows used in  financing  activities  were $6.6
million for the first three months of 2000,  as compared to $5.3 million  during
the same  period in 1999.  The  increase  is  attributable  to the fact that the
Company had cash provided by net borrowings of approximately $1.3 million during
the first  quarter of 1999 and had no such  borrowings  in the first  quarter of
2000.

     The Company has a credit  agreement  with an  affiliate of the Manager (the
"Affiliate Credit  Facility").  The Affiliate Credit Facility allows the Company
to borrow up to $12.0 million under certain terms and  covenants.  The covenants
include restrictions on the Company's ability to make cash distributions,  incur
certain additional indebtedness or incur certain liens. In addition, the Company
is required to maintain certain financial ratios.  The Affiliate Credit Facility
will expire on June 30, 2000. At that time, any amounts borrowed will be due and
payable.  As of March 31, 2000 there were no  outstanding  borrowings  under the
Affiliate  Credit  Facility.  The Company  intends  during the second quarter to
renew the Affiliate Credit Facility for one year to mature on June 30, 2001. The
Company also has the ability to generate cash flow through the  acceleration  of
planned log and timber deed sales.  In addition,  the  Company's  plan is to use
investment and commercial banks to raise funds for acquisitions.

     The  agreements  governing the Company's  9-5/8% senior notes (the "Notes")
and the Affiliate  Credit  Facility  contain  restrictive  covenants,  including
limitations on harvest levels,  land sales, cash distributions and the amount of
future  indebtedness.  In  addition,  these  agreements  require  the Company to
maintain certain financial ratios. Under the Notes, the Company's average annual
adjusted harvest volume over any period of four consecutive  years cannot exceed
150 MMBF (as adjusted for timberland sales and purchases).  The Notes also limit
one-year  harvest  levels and  average  annual  harvest  levels for  consecutive
two-and three-year  periods.  As of March 31, 2000 the Company was in compliance
with the  covenants  and ratios  pertaining  to the Notes and  Affiliate  Credit
Facility.

     Through the first three months of 2000,  the Company  funded its operations
and met its cash  obligations  for  distributions  to its  Unitholders  and debt
service from cash on hand, cash generated from current operations and borrowings
under its Affiliate Credit Facility.  Cash required to make distributions to all
Unitholders  at current levels and to pay interest on the Notes is $26.2 million
and $21.7 million,  respectively,  per year. To make these payments and meet its
working capital requirements,  the Company has been selling logs and timber at a
rate in excess of the  Manager's  estimate of the current  annual board  footage
growth on the Company's  timberlands.  The Manager expects that the debt service
and quarterly cash  distributions will be funded from operations and borrowings.
Given projected  volumes for sales of logs and timber,  estimated  current board
footage growth on the  timberlands  and the harvest  restrictions  in the Notes,
unless  prices  improve,  costs are  reduced,  new markets are  developed or the
Company makes  accretive  acquisitions,  the Company's  ability in the future to
make  distributions  at current  levels may be adversely  affected.  The Company
continues  to  evaluate  means to improve  cash  flows,  including  the  factors
mentioned above. However,  there can be no assurance that prices will improve or
that the Company will be able to take any of these actions.

                                    10 of 13
<PAGE>

Year 2000 Issues

     The  Company  has  completed  its  Year  2000  readiness  work  and did not
experience  disruption  in its  business  related  to the Year  2000  Issue.  In
addition to  internally  assessing  its systems and business for Year 2000,  the
Company  contacted all major  external  third parties that provide  products and
services to the Company to assess  their  readiness  for Year 2000.  The Company
made certain  investments in systems,  applications  and products to address the
Year  2000  Issue.  The  Company  did not,  however,  track  internal  resources
dedicated to the resolution of the Year 2000 Issue and  therefore,  is unable to
quantify  internal costs incurred to date that are associated with the Year 2000
Issue. The Company believes that direct and indirect expenditures to address the
Year 2000  Issue were  immaterial  to the  Company's  operations.  To date,  the
Company has not experienced any significant, known Year 2000 issues and has been
informed by material third parties that they have also not experienced  material
Year 2000 issues.  The Company will  continue to monitor any on-going  Year 2000
issues.



PART ll.  OTHER INFORMATION




Item 1.  Legal Proceedings

     There is no pending litigation and, to the knowledge of the Company,  there
is no threatened  litigation,  the unfavorable  resolution of which could have a
material adverse effect on the business or financial condition of the Company.

Items 2, 3, 4 and 5 of Part II are not applicable and have been omitted.



                                    11 of 13
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

 (a.) Exhibits

<TABLE>
<CAPTION>
            <S>              <C>
            +3.1        --   Amended and Restated Agreement of Limited Partnership of U.S. Timberlands Company, LP

            +3.2        --   Second Amended and Restated Operating Agreement of U.S. Timberlands Klamath Falls, LLC

           +10.2        --   Indenture among U.S. Timberlands Klamath Falls, LLC, U.S. Timberlands Finance Corp. and
                             State Street Bank and Trust Company, as trustee
           +10.3        --   Contribution, Conveyance and Assumption Agreement among U.S. Timberlands Company, LP and
                             certain other parties
           *10.4        --   Form of U.S. Timberlands Company, LP 1997 Long-Term Incentive Plan

           *10.5        --   Employment Agreement for Mr. Rudey

           *10.9        --   Supply Agreement between U.S. Timberlands Klamath Falls, LLC and Collins Products LLC

           10.10        --   Operating Agreement of U.S. Timberlands Yakima, LLC.

            **16        --   Letter from Arthur Andersen, LLP dated December 8, 1998

           *21.1        --   List of Subsidiaries

            27.1        --   Financial Data Schedule

</TABLE>

*    Incorporated by reference to the same numbered  Exhibit to the Registrant's
     Registration Statement on Form S-1 filed November 13, 1997.

**   Incorporated by reference to Exhibit 1 to the  Registrant's  Form 8-K filed
     on December 8, 1998.

+    Incorporated by reference to the same numbered  Exhibit to the Registrant's
     Current Report on Form 8-K filed January 15, 1998.


(b.) Reports on Form 8-K


     The Company filed no reports on Form 8-K during the quarter ended March 31,
2000.



                                    12 of 13
<PAGE>

                                   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: May 15, 2000         U.S. TIMBERLANDS KLAMATH FALLS, LLC
                                 By:  U.S. Timberlands Services Company, LLC
                                       as Manager



                                 By:             /s/  Greg G. Byrne
                                     ---------------------------------
                                      Greg G. Byrne
                                      Chief Financial Officer
                                      (Chief Financial Officer
                                        and Duly Authorized Officer)


                                 By:            /s/  Toby A. Luther
                                     ----------------------------------
                                      Toby A. Luther
                                      Corporate Controller - Western Operations
                                      (Principal Accounting Officer)



                                    13 of 13