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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                     --------------------------------------

                                   FORM 10-Q/A

                     --------------------------------------


[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 number 0-23259



                         U.S. TIMBERLANDS COMPANY, L.P.
             (Exact name of registrant as specified in its charter)

             Delaware                                         91-1842156
     (State or other jurisdiction                          (I.R.S. Employer
    of incorporation or organization)                      Identification No.)

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


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



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 [ ]

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


<PAGE>

                                   FORM 10-Q/A

                                TABLE OF CONTENTS

EXPLANATORY NOTE:  The purpose of this amendment to the Quarterly Report on Form
10-Q for the quarter ended March 31, 2000 is to restate the financial statements
included therein to reflect an adjustment in accounting for equity in income of
an affiliate. These changes are consistent with the audited financial statements
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000 and have the net result of increasing the interim period net
losses reported herein. See Note 1 of the Notes to Condensed Consolidated
Financial Statements included herein.

                                                                           Page

Part I.  Financial Information

     Condensed Consolidated Statements of Operations
         for the three months ended March 31, 2000 and 1999 ...............   3

     Condensed Consolidated Balance Sheets
         at March 31, 2000 and December 31, 1999 ..........................   4

     Condensed Consolidated Statements of Cash Flows
         for the three months ended March 31, 2000 and 1999 ...............   5

     Notes to Condensed Consolidated Financial Statements .................   6

     Management's Discussion and Analysis of Financial
         Condition and Results of Operations ..............................   9

Part II.  Other Information

     Item 1.  Legal Proceedings ...........................................  13

     Item 2.  Changes in Securities and Use of Proceeds ...................  13

     Item 3.  Defaults Upon Senior Securities .............................  13

     Item 4.  Submission of Matters to a Vote of Security Holders .........  13

     Item 5.  Other Information ...........................................  13

     Item 6.  Exhibits and Reports on Form 8-K ............................  14




                                    2 of 15

<PAGE>

         PART L.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                          U.S. TIMBERLANDS COMPANY, LP
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                   (IN THOUSANDS, EXCEPT PER UNIT INFORMATION)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED MARCH 31,
                                                            ----------------------------
                                                                 2000           1999
                                                             -----------     ------------

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

Selling, general and administrative                              (1,956)        (2,351)
Equity in net income of affiliate                                 1,277             --
                                                               --------     ----------
      Operating income                                            2,773          3,555

Interest expense                                                 (5,454)        (5,469)
Interest income                                                     122            251
Financing fees                                                     (169)          (169)
Other income                                                        109            882
                                                               --------     ----------

      Net loss before general partner and minority interest      (1,732)       (1,837)
General partner and minority interest                                36             35
                                                               --------     ----------
      Net loss allocable to Unitholders                        $ (1,801)    $   (1,697)
                                                               ========     ==========

      Net loss per Unit - Basic
           Common                                              $  (0.14)    $   (0.13)
                                                               ========     ==========
           Subordinated                                        $  (0.14)    $   (0.13)
                                                               ========     ==========
      Net loss per Unit - Diluted                              $  (0.14)    $   (0.13)
                                                               ========     ==========

Distributions per Unit                                         $   0.50     $    0.50
                                                               ========     ==========
</TABLE>




   See accompanying notes to the condensed consolidated financial statements.



                                    3 of 15

<PAGE>

                                           U.S. TIMBERLANDS COMPANY, LP
                                       CONDENSED CONSOLIDATED BALANCE SHEETS
                                                  (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                   MARCH 31,          DECEMBER 31,
                                                                                     2000                1999
                                                                               ----------------   ------------------
                                                                                 (UNAUDITED)              *
ASSETS
Current assets:
<S>                                                                                 <C>                <C>
     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                                                          19,520             18,243
     Property, plant and equipment, net                                                  987              1,038
     Notes receivable - long-term                                                        311              2,304
     Deferred financing fees                                                           5,155              5,323
                                                                                    --------           --------
         Total assets                                                               $323,678           $327,655
                                                                                    ========           ========

LIABILITIES AND PARTNERS' CAPITAL
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
                                                                                    --------           --------

     Minority Interest                                                                   898                981
                                                                                    --------           --------

Partners' capital:
     General partner interest                                                            898                981
     Limited partner interest (12,859,607 units issued and outstanding)               87,950             96,182
                                                                                    --------           --------
                                                                                      88,848             97,163
                                                                                    --------           --------

         Total liabilities and partners' capital                                    $323,678           $327,655
                                                                                    ========           ========
</TABLE>


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

   See accompanying notes to the condensed consolidated financial statements.


                                    4 of 15

<PAGE>



                          U.S. TIMBERLANDS COMPANY, LP
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                               THREE MONTHS ENDED MARCH 31,
                                                                            ------------------------------
                                                                               2000                1999
                                                                            ----------         -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                           <C>               <C>
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 unitholders, general partner,
           and minority interest                                               (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
                                                                              =======           =======
</TABLE>


   See accompanying notes to the condensed consolidated financial statements.



                                    5 of 15

<PAGE>

                          U.S. TIMBERLANDS COMPANY, LP
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
        (IN THOUSANDS, EXCEPT PER UNIT AMOUNTS OR AS OTHERWISE INDICATED)
                                   (UNAUDITED)

1.  BUSINESS AND BASIS OF PRESENTATION:

BUSINESS

U.S. Timberlands Company, LP (the "MLP"), a Delaware limited partnership, was
formed in 1997 to acquire and own 99% of the equity interests in U.S.
Timberlands Klamath Falls, LLC (the "Operating Company") and through the
Operating Company to acquire and own the business and assets of U.S. Timberlands
Management Company, LLC, formerly known as U.S. Timberlands Services Company,
LLC. As used herein, "Company" refers to the consolidated entities of the MLP
and the Operating Company.

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.

U.S. Timberlands Services Company, LLC (the "General Partner") manages the
businesses of the MLP and the Operating Company. The General Partner owns a 1%
general partner interest in the MLP and a 1% managing member interest in the
Operating Company.

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.


RESTATEMENT AND RECLASSIFICATIONS

The accompanying financial statements have been restated to reflect an
adjustment in accounting for equity in income of affiliate during the quarter
ended March 31, 2000. The accompanying financial statements also reflect a
reclassification of a guaranteed return on a preferred investment from other
income to equity in income of affiliate. The foregoing changes are consistent
with the audited financial statements included in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2000. The restatement and
reclassification impacted the condensed consolidated financial statements for
the quarter ended March 31, 2000 as follows:


                                    6 of 15

<PAGE>

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


<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED
                                                                         March 31, 2000
                                                                 -------------------------------
                                                                 PREVIOUSLY                AS
                                                                  REPORTED              RESTATED
                                                                 ---------             ---------
<S>                                                               <C>                 <C>
 Equity in net income of affiliate                                $ 996               $ 1,277
 Operating income                                                 3,274                 3,555
 Other income                                                       659                   109
 Net loss before general partner and minority interest           (1,568)               (1,837)
 Net loss allocable to Unitholders                               (1,536)               (1,801)
 Net loss per unit                                                (0.12)                (0.14)
</TABLE>


2.  TIMBER AND TIMBERLANDS:

Timber and timberlands consisted of the following:

<TABLE>
<CAPTION>
                                                                    MARCH 31,     DECEMBER 31,
                                                                       2000           1999
                                                                -------------   -------------
<S>                                                               <C>             <C>
        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
                                                                =============   =============
</TABLE>

3.   INVESTMENT IN AFFILIATE:

Following is summarized financial information for U.S. Timberlands Yakima, LLC,
an affiliate of the Company accounted for under the equity method, for the three
months ended March 31, 2000:

        Net sales                                          $   4,785
        Gross profit                                       $   3,111
        Net income                                         $   1,401

There are no  corresponding  amounts for the first  three  months of 1999 as the
Company did not have an investment in the affiliate until October 1999.



                                    7 of 15

<PAGE>

4.  SHORT-TERM DEBT:

The Company has a credit facility with an affiliate of the General Partner (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.

5.    PER UNIT INFORMATION:

The Company accounts for income (loss) per unit in accordance with Statement of
Financial Accounting Standards No. 128 ("SFAS No. 128") "Earnings Per Share."
Under SFAS No. 128, the Company is required to present basic income (loss) per
common and subordinated unit, and diluted loss per unit information. The
weighted average common and subordinated units outstanding were 8,577,487 and
4,282,120, respectively, for both of the three month periods ended March 31,
2000 and March 31, 1999.

6.  NEW ACCOUNTING PRONOUNCEMENT:

In June of 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.

7.  SUBSEQUENT EVENT:

On April 19, 2000, the Board of Directors of the General Partner authorized the
MLP to make a distribution of $0.50 per Unit. The total distribution will be
$6,561 (including $131 to the General Partner) and will be paid on May 15, 2000
to Unitholders of record on April 28, 2000.


                                    8 of 15

<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 its
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.


                                    9 of 15

<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
             ------                   ----      --------      -----      ----       --------      -----

              2000

<S>                                    <C>          <C>       <C>       <C>          <C>          <C>
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.


                                    10 of 15

<PAGE>

     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 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 two factors. First, 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.
Second, 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 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
$1.3 million in the first three months of 2000. This amount reflects the
Company's $0.1 million share of the net income from the Company's common
interest in an affiliate an affiliate as well as $0.6 million of income from a
guaranteed return on the Company's preferred interest in an affiliate and the
Company's recapture of $0.6 million in losses absorbed by the Company's
preferred interest during 1999. The common and preferred interests are in the
same affiliate in which the Company made an investment during the fourth quarter
of 1999.

     OTHER INCOME Other income for the first quarter of 2000 was $0.1 million, a
decrease of $0.8 million from other income of $0.9 million for the same period
in 1999. The decrease is primarily 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.

     PARTNERS' CAPITAL During the three months ended March 31, 2000, the limited
partner interests in the Company declined $8.2 million from $96.2 million to
$88.0 million. This decline is the result of the limited partners' $1.8 million
share of the Company's net loss plus the $6.4 million of distributions to
Unitholders during this period. The General Partner interest in the Company also
declined during the three months ended March 31, 2000 reflecting its share of
the Company's net loss and distributions for the period. The Company expects to
continue to make distributions to its Unitholders in excess of its operating
earnings. As a result, the Company anticipates that partners' capital will
continue to decline.

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.


                                    11 of 15

<PAGE>

     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.

     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 General Partner
(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 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 General Partner's estimate of the current annual board
footage growth on the Company's timberlands. The General Partner 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.


                                    12 of 15

<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 II.  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.


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<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

 (a.) EXHIBITS

     +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


*    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.


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<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: APRIL 30, 2001         U.S. TIMBERLANDS COMPANY, LP
                                By: U.S. Timberlands Services Company, LLC
                                    as General Partner

                                 By:     /s/  THOMAS C. LUDLOW
                                     --------------------------------
                                      Thomas C. Ludlow
                                      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)


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