SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT~~ Report Pursuant to Section 13 or 15(d) of ~~the Securities Exchange Act of 1934~~

~~Date~~The ofSecurities ~~Report~~Exchange ~~(date~~Act of ~~earliest event reported): June 20, 2006~~1934

Date of Report (date of earliest event reported): August 25, 2006

SCOTIA PACIFIC COMPANY LLC

(Exact name of Registrant as Specified in its Charter)

Delaware ~~(State or other jurisdiction of incorporation)~~

~~333-63825~~ (~~Commission~~State ~~File~~or ~~Number~~other jurisdiction of incorporation)

68333-~~0414690 (I.R.S. Employer Identification Number)~~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

Not Applicable ~~(Former name, former address and former fiscal year, if changed since last report)~~

(Former name, former address and

former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7 1.01. ~~Regulation FD~~Entry ~~Disclosure~~ into a Material Definitive Agreement.

InTo ~~accordance~~the ~~with~~extent ~~General Instruction B.2 of Form 8-K~~applicable, the ~~following~~contents ~~information (including any related exhibits) shall not be deemed “filed” for purposes~~ of ~~Section 18~~Item of8.01 ~~the~~below ~~Securities Act~~are ~~of 1934, as amended, nor shall it be deemed~~ incorporated ~~by reference~~ into ~~any~~this ~~filing~~Item of1.01 ~~the Registrant, whether made before or after the date hereof, regardless of any general incorporation~~ by reference ~~language in such filing, except as shall be expressly set forth by specific reference in such a filing~~.

~~Attached~~Item ~~hereto as Exhibit 99~~8.~~1 is a certificate for the period ending June 20, 2006 related to the Registrant’s $867~~01.~~2 million~~ ~~original~~Other ~~aggregate principal amount of 6~~Events.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.

~~Item 9~~Deutsche Bank National Trust Company, the Trustee under the Indenture governing the Registrant's Timber Collateralized Notes due 2028 (the "Indenture"), resigned effective August 25, 2006.01 ~~Financial~~The ~~Statements~~Registrant has appointed The Bank of New York Trust Company, N.A., as successor Trustee under the Indenture, which appointment was accepted and ~~Exhibits~~became effective August 25, 2006. The address of the corporate trust office for the successor Trustee is 600 N. Pearl St., Suite 420, Dallas, Texas 75201.

99.1 Monthly Noteholder Certificate

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 hereunto duly authorized.

		SCOTIA PACIFIC COMPANY LLC
			(Registrant)
	By:	/s/ Bernard L. Birkel
Date: June 20, 2006		Bernard L. Birkel
		Secretary and Senior Assistant General Counsel

Date: August 28, 2006

SCOTIA PACIFIC COMPANY LLC

(Registrant)

By: /s/ Bernard L. Birkel

Bernard L. Birkel

Secretary and Senior Assistant General Counsel

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