SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~January~~March 1320, 2006

SCOTIA PACIFIC COMPANY LLC

(Exact name of Registrant as Specified in its Charter)

Delaware

(State or other jurisdiction of incorporation)

333-63825

(Commission File Number)

68-0414690

(I.R.S. Employer Identification Number)

P.O. Box 712

125 Main Street, 2nd Floor

Scotia, California

(Address of Principal Executive Offices)

95565

(Zip Code)

Registrant's telephone number, including area code: (707) 764-2330

~~Item~~(Former ~~1.01.~~name, ~~Entry~~former ~~into~~address aand ~~Material~~former ~~Definitive~~fiscal ~~Agreement.~~year, if changed since last report)

ToCheck the ~~extent~~appropriate ~~applicable,~~box ~~the~~below ~~contents~~if ofthe ~~Item~~Form 8~~.01~~-K ~~below~~filing ~~are~~is intended to ~~incorporated~~simultaneously ~~into~~satisfy ~~this~~the ~~Item~~filing ~~1.01~~obligation byof ~~reference.~~the registrant under any of the following provisions:

~~Item~~Written 8communications pursuant to Rule 425 under the Securities Act (17 CFR 230.01425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ~~Other~~Pre-commencement ~~Events~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

OnItem January 13, 2006, the Registrant consummated a "Lump Sum Sale" of certain "Company Timber" pursuant to (and as such terms are defined in) Registrant's Indenture dated as of July 20, 1998 (the "Indenture")7.01 ~~In accordance~~Regulation ~~with~~FD the Indenture, the specified Company Timber was released from the liens securing the Registrant's outstanding Timber Collateralized Notes ("Timber Notes"). The purchaser in the Lump Sum Sale was MAXXAM Group Inc., which wholly owns the Registrant's parent company, The Pacific Lumber Company ("Palco"). A cash purchase price of $2,340,030.42 was paid in the Lump Sum Sale, which was calculated using the applicable prices established by the California State Board of Equalization for the first half of 2006.Disclosure

~~Registrant~~In ~~expects~~accordance ~~that~~with ~~the~~General ~~cash~~Instruction ~~from~~B.2 ~~the~~of ~~Lump~~Form ~~Sum Sale~~8-K, ~~together~~the ~~with~~following ~~other~~information ~~cash~~(including ~~receipts~~any ~~and~~related ~~available~~exhibits) ~~resources,~~shall ~~will~~not be ~~adequate~~deemed to"filed" ~~allow~~for ~~Registrant~~purposes toof ~~pay~~Section ~~all~~18 of the ~~interest~~Securities ~~due~~Act ~~on the January 20, 2006 payment date for Registrant's Timber Notes. Registrant has previously disclosed that, in the absence~~ of ~~significant regulatory relief and accommodations~~1934, ~~its~~as ~~projected average annual harvest level over the ten-year period beginning 2006 is estimated at approximately 100 million board feet per year~~amended, ~~substantially~~nor ~~below both~~shall ~~historical levels and the minimum levels necessary in order to allow~~it ~~Registrant~~be todeemed ~~satisfy~~incorporated ~~future~~by ~~debt~~reference ~~service~~into ~~obligations~~any infiling ~~respect~~ of the ~~Timber Notes. Management has taken steps to reduce~~ Registrant's, ~~cost structure in~~whether ~~response~~made tobefore ~~these~~or ~~anticipated~~after ~~reductions in harvest levels and cash flows. To~~ the ~~extent~~date ~~that~~hereof, ~~Registrant~~regardless isof ~~unable~~any togeneral ~~restructure~~incorporation ~~the Timber Notes consistent~~by ~~with~~reference ~~management's~~language ~~expectations~~in assuch ~~to future harvest levels and cash flows~~filing, orexcept ~~to secure~~as ~~additional~~shall ~~liquidity from external sources, Registrant expects that it will~~ be ~~forced~~expressly toset ~~take~~forth ~~extraordinary actions, which may include further reducing expenditures~~ by ~~laying off employees and shutting down various operations;~~ ~~seeking~~specific ~~other~~reference ~~sources~~in ~~of liquidity,~~ such asa ~~from asset sales; and seeking protection by~~ filing ~~under the Bankruptcy Code~~.

~~SIGNATURES~~Attached hereto as Exhibit 99.1 is a certificate for the period ending March 20, 2006 related to the Registrant's $867.2 million original aggregate principal amount of 6.55% Series B Class A-1 Timber Collateralized Notes, 7.11% Series B Class A-2 Timber Collateralized Notes and 7.71% Series B Class A-3 Timber Collateralized Notes due July 20, 2028. These certificates have been or will be delivered by the Registrant to certain holders of the Timber Notes and to other securities professionals.

~~Pursuant~~Item to9.01 ~~the~~Financial ~~requirements~~Statements ofand ~~the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Exhibits

~~Date:~~(c) ~~January 18, 2006 SCOTIA PACIFIC COMPANY LLC~~Exhibits

~~By: /s/~~99.1 ~~Gary~~Monthly ~~L. Clark~~ Noteholder Certificate

~~Name: Gary L. Clark Title: Vice President, Finance & Administration~~SIGNATURES

~~0006FMS6~~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 hereunto duly authorized.~~VM.DOC~~

Date: March 20, 2006

SCOTIA PACIFIC COMPANY LLC

(Registrant)

By: /s/ Bernard L. Birkel

Bernard L. Birkel

Secretary and Senior Assistant General Counsel

0097FMS6.VM.DOC

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