REGISTRATION NO. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                          LOUISIANA-PACIFIC CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

        Delaware                                        93-0609074
(STATE OF INCORPORATION)                       (IRS EMPLOYER IDENTIFICATION NO.)

        111 S.W. Fifth Avenue
        Portland, Oregon                                 97204
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)

                         LOUISIANA-PACIFIC CORPORATION
                2000 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN
                            (FULL TITLE OF THE PLAN)


                                Anton C. Kirchhof
                                    Secretary
                          Louisiana-Pacific Corporation
                              111 S.W. Fifth Avenue
                             Portland, Oregon 97204
                            Telephone (503) 221-0800
           (NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)



                             CALCULATION OF REGISTRATION FEE
<TABLE>
===========================================================================================

      TITLE OF                      PROPOSED MAXIMUM   PROPOSED MAXIMUM
  SECURITIES TO BE   AMOUNT TO BE    OFFERING PRICE       AGGREGATE          AMOUNT OF
     REGISTERED       REGISTERED        PER SHARE        OFFERING PRICE    REGISTRATION FEE
-------------------------------------------------------------------------------------------
    Common Stock,
<S>                   <C>                <C>              <C>                  <C>
  par value $1 per
      share(1)        200,000 shares     (2)              $1,782,000(2)        $471
===========================================================================================
</TABLE>
(1)  Includes one Preferred Share Purchase Right for each share of Common Stock,
     exercisable on the terms and  conditions  specified  therein.  Prior to the
     occurrence of certain events,  the Preferred Share Purchase Rights will not
     be evidenced  separately from the Common Stock;  value attributable to such
     Rights, if any, is reflected in the market price of the Common Stock.

(2)  Pursuant to Rule 457(h),  the proposed maximum aggregate offering price and
     the  registration  fee have been computed  based on the average of the high
     and low sales prices,  $8.91, reported for the Common Stock on the New York
     Stock Exchange-Composite Transactions on October 30, 2000.


<PAGE>

PROSPECTUS

[LP LOGO]

                         LOUISIANA-PACIFIC CORPORATION
                               -------------------
                                 13,925 SHARES

                                  COMMON STOCK
                               -------------------

         This prospectus covers 13,925 shares (the "Shares") of Common Stock of
Louisiana-Pacific Corporation ("LP") which may be offered for sale from time to
time by the stockholders named in this prospectus under the heading "Selling
Stockholders" or by their pledgees or donees.  The selling stockholders are
non-employee directors of LP who received the Shares as restricted stock under
the LP 2000 Non-Employee Director Restricted Stock Plan.

         LP will receive no part of the proceeds from the sale of the Shares.
See "Plan of Distribution" herein for a description of the manner in which the
Shares may be sold.

         The last reported sale price of LP Common Stock (NYSE:LPX) on the New
York Stock Exchange on October 30, 2000, was $9.1875 per share.

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

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

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


                The date of this prospectus is October 31, 2000.


                                      -1-
<PAGE>
                          LOUISIANA-PACIFIC CORPORATION

         LP is a  major  building  products  firm,  operating  approximately  80
facilities in the United States,  Canada, and Ireland.  For financial  reporting
purposes, LP divides its businesses into the following business segments:

         -    Structural  products,  which  include  structural  panel  products
              (oriented   strand  board  ("OSB")  and  plywood),   lumber,   and
              engineered wood products;

         -    Exterior products,  which include wood and vinyl siding, specialty
              OSB and accessories;

         -    Industrial  panel products,  which include  particleboard,  medium
              density fiberboard and hardboard;

         -    Other products; and

         -    Pulp.

With the  exception of pulp,  LP's  products are used  primarily in the new home
construction,  home repair and remodeling,  and manufactured housing markets. LP
distributes its building products primarily through third-party distributors and
home centers.

         LP was  organized as a Delaware  corporation  in 1972.  LP's  executive
offices are located at 111 S.W. Fifth Avenue, Portland,  Oregon 97204, telephone
(503) 221-0800.

                      WHERE YOU CAN FIND MORE INFORMATION

         The  registration  statement on Form S-8 of which this  prospectus is a
part  contains  additional   information   regarding  LP.  In  addition  to  the
registration  statement,  we file reports,  proxy statements and other documents
with the  Securities  and Exchange  Commission  (the "SEC") under the Securities
Exchange Act of 1934 (the "Exchange  Act"). You may read and copy these reports,
proxy  statements and other  documents at the SEC's Public  Reference Room, Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549. You may also obtain copies
of these  documents by mail from the Public  Reference  Section at the foregoing
address, at prescribed rates. You may obtain information regarding the operation
of the Public  Reference  Room by  calling  the SEC at  1-800-SEC-0330.

         The SEC  maintains  an  Internet  site  that  contains  reports,  proxy
statements  and  other  documents  relating  to  issuers,  such as LP,  who file
electronically  with the SEC.  The address of that site is:  http://www.sec.gov.


                    INCORPORATION OF DOCUMENTS BY REFERENCE

         The documents  specified  below,  which we have filed with the SEC, are
incorporated by reference into this  prospectus.  The  information  contained in
these  documents is  considered to be part of this  prospectus,  except that the
information contained in later-dated

                                       -2-
<PAGE>

documents will supplement,  modify, or supersede, as applicable, the information
contained in earlier-dated documents.

         LP incorporates by reference into this prospectus the documents  listed
below and all documents  filed by LP with the SEC under Sections  13(a),  13(c),
14, or 15(d) of the Exchange Act after the date of this  prospectus and prior to
the time that the offering made by this prospectus is completed.

         -    LP's annual  report on Form 10-K for the year ended  December  31,
              1999.

         -    LP's  quarterly  reports on Form 10-Q for the quarters ended March
              31, 2000, and June 30, 2000.

         -    LP's current reports on Form 8-K filed on April 6, 2000, August 8,
              2000, and August 17, 2000.

         -    The  description  of LP's Common Stock included as Exhibit 99.1 to
              LP's current report on Form 8-K filed on May 26, 1998.

         -    The description of LP's preferred share purchase rights  contained
              in LP's Registration Statement on Form 8-K filed on May 26, 1998.

         You  may  obtain  without  charge  a  copy  of  any  of  the  documents
incorporated by reference into this prospectus, except for any exhibits to those
documents that are not expressly  incorporated  by reference into the documents,
by writing or telephoning Louisiana-Pacific  Corporation, 111 S.W. Fifth Avenue,
Portland, Oregon 97204, Attention: Investor Relations, telephone (503) 221-0800.

                              SELLING STOCKHOLDERS

         The name of each selling stockholder,  the amount of Common Stock owned
by such selling stockholder at the date of this prospectus, the number of Shares
to be offered by such selling stockholder,  and the amount of Common Stock to be
owned by such selling stockholder after completion of the offering, assuming all
the Shares are sold, are set forth below. Each of the selling  stockholders is a
non-employee  director  of  LP  and  the  Shares  to  be  sold  by  the  selling
stockholders   under  this  prospectus  were  acquired  pursuant  to  awards  of
restricted  stock  under the  Louisiana-Pacific  Corporation  2000  Non-Employee
Director Restricted Stock Plan (the "Plan").  Awards under the Plan will vest in
2005 or, if earlier,  the termination of a selling  stockholder's  membership on
LP's Board of Directors  due to death,  disability,  retirement,  or a change in
control of LP.  During the past three years,  LP has used the legal  services of
Jones, Day, Reavis & Pogue, of which Mr. McCartan is the managing partner.

                                      -3-
<PAGE>
                           Presently                     To Be Owned
                            Owned(1)   To Be Offered   After Offering(1)*
                           ---------   -------------   ------------------
William C. Brooks             1,561       1,461                 100
E. Gary Cook                  1,849       1,849                   0
Archie W. Dunham              2,461       1,461               1,000
Paul W. Hansen                2,961       1,461               1,500
Donald R. Kayser             35,258       1,461              33,797
Brenda Lauderback             1,461       1,461                   0
Patrick F. McCartan           1,461       1,461                   0
Lee C. Simpson               24,704       1,461              23,243
Colin D. Watson               1,849       1,849                   0

*Less than 1 percent of outstanding Common Stock.

(1) Does not include  shares subject to  outstanding  options  granted under the
Louisiana-Pacific  Corporation 1992  Non-Employee  Director Stock Option Plan as
follows: Mr. Brooks,  27,000 shares; Mr. Cook, 9,000 shares; Mr. Dunham,  45,000
shares;  Mr. Hansen,  9,000 shares;  Mr. Kayser,  90,000 shares; Ms. Lauderback,
45,000 shares; Mr. McCartan,  9,000 shares;  Mr. Simpson, 45,000 shares; and Mr.
Watson, 9,000 shares.

                              PLAN OF DISTRIBUTION

         LP is  registering  the Shares on behalf of the  selling  stockholders,
including  donees and pledgees  selling  shares  received  from a named  selling
stockholder after the date of this prospectus.  All costs,  expenses and fees in
connection  with the  registration  of the Shares offered hereby will be paid by
LP. Brokerage  commissions and similar selling expenses, if any, attributable to
the sale of the Shares  will be paid by the  selling  stockholders.  The selling
stockholders  may sell  Shares  from  time to time on the NYSE or in  negotiated
transactions at market prices  prevailing at the time of sale, at prices related
to the prevailing market prices, or at negotiated prices.  Such transactions may
or may not involve brokers or dealers.  As of the date of this  prospectus,  the
selling  stockholders  have not entered into any  agreement,  understanding,  or
arrangement  with any underwriter or  broker-dealer  regarding the sale of their
Shares.

         The selling  stockholders  may sell Shares directly to purchasers or to
or  through  broker-dealers,  which  may  act  as  agents  or  principals.  Such
broker-dealers may receive  compensation in the form of discounts,  concessions,
or  commissions  from the selling  stockholders  or the purchasers of Shares for
whom  such  broker-dealers  may  act as  agents  or to  whom  they  may  sell as
principal,  or both (which compensation as to a particular  broker-dealer may be
in excess of customary commissions).

         The selling stockholders also may resell all or a portion of the Shares
in open market  transactions  in reliance upon Rule 144 under the Securities Act
of 1933, provided they meet the criteria and conform to the requirements of Rule
144.

         If a selling stockholder notifies LP that a donee or pledgee intends to
sell  more  than  500  Shares,  LP will  file a  supplement  to this  prospectus
disclosing the donee's or pledgee's name and other pertinent information.

                                      -4-
<PAGE>

                                  MISCELLANEOUS

         You should rely only on the  information  contained or  incorporated by
reference in this prospectus and any accompanying  supplements.  No one has been
authorized to provide you with any other information in respect of this offering
of Shares.  You should not assume that the information in this prospectus or any
supplement  is  current  as of any date  other  than  the date set  forth on the
document.

                                      -5-
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following documents filed by the registrant with the Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   registration
statement:

              (a) The  registrant's  Annual Report on Form 10-K for the year
              ended December 31, 1999.

              (b) The  registrant's  Quarterly  Reports on Form 10-Q for the
              quarters ended March 31, 2000, and June 30, 2000.

              (c) The  registrant's  Current  Reports  on Form 8-K  filed on
              April 6, 2000, August 8, 2000, and August 17, 2000.

              (d) The description of the registrant's  Common Stock included
              as Exhibit 99.1 to the registrant's Current Report on Form 8-K
              filed May 26, 1998.

              (e)  The   description  of  preferred  share  purchase  rights
              contained in the registrant's  Registration  Statement on Form
              8-A filed May 26, 1998.

         All documents filed by the registrant  subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934,  as  amended,  prior to the  filing of a  post-effective  amendment  which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  herein  and to be a part  hereof  from  the  date of  filing  of such
documents.

Item 4.  Description of Securities.
         -------------------------

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

                  Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Indemnification

         The registrant's  certificate of incorporation  generally provides that
its  directors  will  have  no  personal  liability  to  the  registrant  or its
stockholders  for monetary  damages  resulting from breaches of their  fiduciary
duties.  However, the directors  nonetheless remain liable for breaches of their
duty of loyalty to the registrant and its  stockholders,  as well as for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation  of law and  transactions  from  which  a  director  derives  improper
personal benefit.

         Section 174 of the Delaware  General  Corporation Law ("Law")  provides
that any director against whom a claim shall be successfully asserted under said
section for an unlawful  payment of a dividend or an unlawful  stock purchase or
redemption  shall be entitled to be subrogated to the rights of the  corporation
against  stockholders  who  received  the dividend on, or assets for the sale or
redemption  of,  their stock with  knowledge  that the same was  unlawful.  Said
section also provides

                                   - II-1 -
<PAGE>

that  any such  director  shall  be  entitled  to  contribution  from the  other
directors who voted for or concurred in the unlawful  dividend,  stock purchase,
or redemption.

         The registrant's  certificate of incorporation  and bylaws provide that
the  registrant  shall  indemnify  its officers and directors to the full extent
permitted by Section 145 of the Law, as amended from time to time.  Said Section
145 authorizes a corporation, under certain conditions, to indemnify each person
who is or was a director,  officer, employee, or agent of the corporation, or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise (including an employee benefit plan), against certain expenses,
judgments,  fines,  and  amounts  paid in  settlement  actually  and  reasonably
incurred by him in connection with any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal,  administrative, or investigative,
in which he was or is a party or is  threatened  to be made a party by reason of
being or having been such director,  officer, employee, or agent. In addition to
the  indemnification  authorized  by Section  145 of the Law,  the  registrant's
bylaws  provide that the  registrant  shall  indemnify  any natural  person (not
including non-employee lawyers, accountants,  actuaries, investment advisers, or
arbitrators  acting  in such  capacity)  who is or was  serving  in a  fiduciary
capacity  with respect to one of the  registrant's  employee  benefit or welfare
plans  or who is or  was  performing  any  service  or  duty  on  behalf  of the
registrant with respect to such a plan, against all expenses,  judgments, fines,
and amounts paid in settlement  incurred by such person in  connection  with any
action or proceeding  arising out of such service or performance,  to the extent
such expenses and amounts are insurable but not covered by collectible insurance
or otherwise  indemnified.  Such  indemnification  shall not be available to any
person who participated in or knowingly  failed to take appropriate  action with
respect to any violation of any  responsibilities  or  obligations  imposed upon
fiduciaries by law, knowing such to be a violation of such  responsibilities  or
obligations.

         Insurance

         The registrant  maintains  directors' and officers' liability insurance
under which the registrant's directors and officers are insured against loss (as
defined)  as a result of claims  brought  against  them based upon their acts or
omissions in such capacities.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         The Index to  Exhibits  listing  the  exhibits  required by Item 601 of
Regulation S-K is located at page II-5.

Item 9.  Undertakings.
         ------------

         (a)  The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
              being  made,  a  post-effective  amendment  to  this  registration
              statement:

                           (i) To include  any  prospectus  required  by Section
              10(a)(3) of the Securities Act of 1933 ("Securities Act");

                           (ii) To reflect in the prospectus any facts or events
              arising after the effective date of the registration statement (or
              the  most  recent   post-effective   amendment   thereof)   which,
              individually or in the aggregate,  represent a fundamental  change
              in the information set forth in the registration statement;

                                   - II-2 -
<PAGE>

                           (iii)  To  include  any  material   information  with
              respect to the plan of  distribution  not previously  disclosed in
              the  registration   statement  or  any  material  change  to  such
              information in the registration statement;

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") that
are incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
              the Securities  Act, each such  post-effective  amendment shall be
              deemed  to  be  a  new  registration  statement  relating  to  the
              securities offered therein, and the offering of such securities at
              that time  shall be deemed to be the  initial  bona fide  offering
              thereof.

                  (3) To remove from  registration by means of a  post-effective
              amendment  any of the  securities  being  registered  that  remain
              unsold at the termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  provisions  described  in Item 6 above,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue. The
undertaking  of the  registrant  in the  preceding  sentence  does not  apply to
insurance against liability arising under the Securities Act.


                                   - II-3 -
<PAGE>



                                   SIGNATURES

The Registrant.
--------------

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  city of  Portland,  state  of  Oregon,  on the  31st day of
October, 2000.

                       LOUISIANA-PACIFIC CORPORATION
                       (Registrant)


                       By  /s/ Curtis M. Stevens
                           -----------------------------------
                           Curtis M. Stevens
                           Vice President, Treasurer and Chief Financial Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of the 31st day of October, 2000.

<TABLE>
<S>      <C>  <C>                                             <C>
                           Signature                                     Title
                           ---------                                     -----
         (1)  Principal Executive Officer and Director


          MARK A. SUWYN*                                      Chairman of the Board,
                                                              Chief Executive Officer and Director


         (2)  Principal Financial and Accounting Officer:



         CURTIS M. STEVENS*                                   Vice President, Treasurer
                                                              and Chief Financial Officer

         (3)  A majority of the Board
                of Directors:

         WILLIAM C. BROOKS*                                            Director
         E. GARY COOK*                                                 Director
         ARCHIE W. DUNHAM*                                             Director
         PAUL W. HANSEN*                                               Director
         DONALD R. KAYSER*                                             Director
         BRENDA LAUDERBACK*                                            Director
         PATRICK F. McCARTAN*                                          Director
         LEE C. SIMPSON*                                               Director
         COLIN D. WATSON*                                              Director

         *By  /s/ Anton C. Kirchhof
              ----------------------------
                   Anton C. Kirchhof
                   Attorney-in-fact
</TABLE>

                                   - II-4 -
<PAGE>


                                INDEX TO EXHIBITS

4.1      The registrant's Restated Certificate of Incorporation. Incorporated by
         reference to Exhibit 3(a) to the registrant's  Form 10-Q report for the
         quarter ended June 30, 1993.

4.2      The  registrant's  Bylaws as amended  June 26,  2000.  Incorporated  by
         reference to Exhibit 3.1 to the  registrant's  Form 10-Q report for the
         quarter ended June 30, 2000.

4.3      Rights Agreement,  dated as of May 26, 1998, between the registrant and
         First Chicago Trust Company of New York, as Rights Agent, including the
         form of Right  Certificate  as  Exhibit A and the  Summary of Rights to
         Purchase  Preferred  Shares as Exhibit B.  Incorporated by reference to
         Exhibit 1 to the registrant's  Registration Statement on Form 8-A filed
         May 26, 1998.

5        Opinion of Miller Nash LLP as to the legality of the  securities  being
         registered.

23.1     Consent of Deloitte & Touche LLP.

23.2     Consent of Miller Nash LLP (included in Exhibit 5).

24       Power of attorney of certain officers and directors.

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

         Other exhibits listed in Item 601 to Regulation S-K are not applicable.


                                   - II -5 -
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REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                          LOUISIANA-PACIFIC CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

        Delaware                                        93-0609074
(STATE OF INCORPORATION)                       (IRS EMPLOYER IDENTIFICATION NO.)

        111 S.W. Fifth Avenue
        Portland, Oregon                                 97204
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)

                         LOUISIANA-PACIFIC CORPORATION
                2000 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN
                            (FULL TITLE OF THE PLAN)

                                Anton C. Kirchhof
                                    Secretary
                          Louisiana-Pacific Corporation
                              111 S.W. Fifth Avenue
                             Portland, Oregon 97204
                            Telephone (503) 221-0800
           (NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                             CALCULATION OF REGISTRATION FEE

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

      TITLE OF                      PROPOSED MAXIMUM   PROPOSED MAXIMUM
  SECURITIES TO BE   AMOUNT TO BE    OFFERING PRICE       AGGREGATE          AMOUNT OF
     REGISTERED       REGISTERED        PER SHARE        OFFERING PRICE    REGISTRATION FEE
-------------------------------------------------------------------------------------------
    Common Stock,
par value $1 per
      share(1)        200,000 shares     (2)              $1,782,000(2)        $471
===========================================================================================
(1)  Includes one Preferred Share Purchase Right for each share of Common Stock,
     exercisable on the terms and  conditions  specified  therein.  Prior to the
     occurrence of certain events,  the Preferred Share Purchase Rights will not
     be evidenced  separately from the Common Stock;  value attributable to such
     Rights, if any, is reflected in the market price of the Common Stock.

(2)  Pursuant to Rule 457(h),  the proposed maximum aggregate offering price and
     the  registration  fee have been computed  based on the average of the high
     and low sales prices,  $8.91, reported for the Common Stock on the New York
     Stock Exchange-Composite Transactions on October 30, 2000.
PROSPECTUS

[LP LOGO]

                         LOUISIANA-PACIFIC CORPORATION
                               -------------------
                                 13,925 SHARES

                                  COMMON STOCK
                               -------------------

         This prospectus covers 13,925 shares (the "Shares") of Common Stock of
Louisiana-Pacific Corporation ("LP") which may be offered for sale from time to
time by the stockholders named in this prospectus under the heading "Selling
Stockholders" or by their pledgees or donees.  The selling stockholders are
non-employee directors of LP who received the Shares as restricted stock under
the LP 2000 Non-Employee Director Restricted Stock Plan.

         LP will receive no part of the proceeds from the sale of the Shares.
See "Plan of Distribution" herein for a description of the manner in which the
Shares may be sold.

         The last reported sale price of LP Common Stock (NYSE:LPX) on the New
York Stock Exchange on October 30, 2000, was $9.1875 per share.

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

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

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

                The date of this prospectus is October 31, 2000.

                                      -1-
LOUISIANA-PACIFIC CORPORATION

         LP is a  major  building  products  firm,  operating  approximately  80
facilities in the United States,  Canada, and Ireland.  For financial  reporting
purposes, LP divides its businesses into the following business segments:

         -    Structural  products,  which  include  structural  panel  products
              (oriented   strand  board  ("OSB")  and  plywood),   lumber,   and
              engineered wood products;

         -    Exterior products,  which include wood and vinyl siding, specialty
              OSB and accessories;

         -    Industrial  panel products,  which include  particleboard,  medium
              density fiberboard and hardboard;

         -    Other products; and

         -    Pulp.

With the  exception of pulp,  LP's  products are used  primarily in the new home
construction,  home repair and remodeling,  and manufactured housing markets. LP
distributes its building products primarily through third-party distributors and
home centers.

         LP was  organized as a Delaware  corporation  in 1972.  LP's  executive
offices are located at 111 S.W. Fifth Avenue, Portland,  Oregon 97204, telephone
(503) 221-0800.

                      WHERE YOU CAN FIND MORE INFORMATION

         The  registration  statement on Form S-8 of which this  prospectus is a
part  contains  additional   information   regarding  LP.  In  addition  to  the
registration  statement,  we file reports,  proxy statements and other documents
with the  Securities  and Exchange  Commission  (the "SEC") under the Securities
Exchange Act of 1934 (the "Exchange  Act"). You may read and copy these reports,
proxy  statements and other  documents at the SEC's Public  Reference Room, Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549. You may also obtain copies
of these  documents by mail from the Public  Reference  Section at the foregoing
address, at prescribed rates. You may obtain information regarding the operation
of the Public  Reference  Room by  calling  the SEC at  1-800-SEC-0330.

         The SEC  maintains  an  Internet  site  that  contains  reports,  proxy
statements  and  other  documents  relating  to  issuers,  such as LP,  who file
electronically  with the SEC.  The address of that site is:  http://www.sec.gov.

                    INCORPORATION OF DOCUMENTS BY REFERENCE

         The documents  specified  below,  which we have filed with the SEC, are
incorporated by reference into this  prospectus.  The  information  contained in
these  documents is  considered to be part of this  prospectus,  except that the
information contained in later-dated

                                       -2-
documents will supplement,  modify, or supersede, as applicable, the information
contained in earlier-dated documents.

         LP incorporates by reference into this prospectus the documents  listed
below and all documents  filed by LP with the SEC under Sections  13(a),  13(c),
14, or 15(d) of the Exchange Act after the date of this  prospectus and prior to
the time that the offering made by this prospectus is completed.

         -    LP's annual  report on Form 10-K for the year ended  December  31,
              1999.

         -    LP's  quarterly  reports on Form 10-Q for the quarters ended March
              31, 2000, and June 30, 2000.

         -    LP's current reports on Form 8-K filed on April 6, 2000, August 8,
              2000, and August 17, 2000.

         -    The  description  of LP's Common Stock included as Exhibit 99.1 to
              LP's current report on Form 8-K filed on May 26, 1998.

         -    The description of LP's preferred share purchase rights  contained
              in LP's Registration Statement on Form 8-K filed on May 26, 1998.

         You  may  obtain  without  charge  a  copy  of  any  of  the  documents
incorporated by reference into this prospectus, except for any exhibits to those
documents that are not expressly  incorporated  by reference into the documents,
by writing or telephoning Louisiana-Pacific  Corporation, 111 S.W. Fifth Avenue,
Portland, Oregon 97204, Attention: Investor Relations, telephone (503) 221-0800.

                              SELLING STOCKHOLDERS

         The name of each selling stockholder,  the amount of Common Stock owned
by such selling stockholder at the date of this prospectus, the number of Shares
to be offered by such selling stockholder,  and the amount of Common Stock to be
owned by such selling stockholder after completion of the offering, assuming all
the Shares are sold, are set forth below. Each of the selling  stockholders is a
non-employee  director  of  LP  and  the  Shares  to  be  sold  by  the  selling
stockholders   under  this  prospectus  were  acquired  pursuant  to  awards  of
restricted  stock  under the  Louisiana-Pacific  Corporation  2000  Non-Employee
Director Restricted Stock Plan (the "Plan").  Awards under the Plan will vest in
2005 or, if earlier,  the termination of a selling  stockholder's  membership on
LP's Board of Directors  due to death,  disability,  retirement,  or a change in
control of LP.  During the past three years,  LP has used the legal  services of
Jones, Day, Reavis & Pogue, of which Mr. McCartan is the managing partner.

                                      -3-
Presently                     To Be Owned
                            Owned(1)   To Be Offered   After Offering(1)*
                           ---------   -------------   ------------------
William C. Brooks             1,561       1,461                 100
E. Gary Cook                  1,849       1,849                   0
Archie W. Dunham              2,461       1,461               1,000
Paul W. Hansen                2,961       1,461               1,500
Donald R. Kayser             35,258       1,461              33,797
Brenda Lauderback             1,461       1,461                   0
Patrick F. McCartan           1,461       1,461                   0
Lee C. Simpson               24,704       1,461              23,243
Colin D. Watson               1,849       1,849                   0

*Less than 1 percent of outstanding Common Stock.

(1) Does not include  shares subject to  outstanding  options  granted under the
Louisiana-Pacific  Corporation 1992  Non-Employee  Director Stock Option Plan as
follows: Mr. Brooks,  27,000 shares; Mr. Cook, 9,000 shares; Mr. Dunham,  45,000
shares;  Mr. Hansen,  9,000 shares;  Mr. Kayser,  90,000 shares; Ms. Lauderback,
45,000 shares; Mr. McCartan,  9,000 shares;  Mr. Simpson, 45,000 shares; and Mr.
Watson, 9,000 shares.

                              PLAN OF DISTRIBUTION

         LP is  registering  the Shares on behalf of the  selling  stockholders,
including  donees and pledgees  selling  shares  received  from a named  selling
stockholder after the date of this prospectus.  All costs,  expenses and fees in
connection  with the  registration  of the Shares offered hereby will be paid by
LP. Brokerage  commissions and similar selling expenses, if any, attributable to
the sale of the Shares  will be paid by the  selling  stockholders.  The selling
stockholders  may sell  Shares  from  time to time on the NYSE or in  negotiated
transactions at market prices  prevailing at the time of sale, at prices related
to the prevailing market prices, or at negotiated prices.  Such transactions may
or may not involve brokers or dealers.  As of the date of this  prospectus,  the
selling  stockholders  have not entered into any  agreement,  understanding,  or
arrangement  with any underwriter or  broker-dealer  regarding the sale of their
Shares.

         The selling  stockholders  may sell Shares directly to purchasers or to
or  through  broker-dealers,  which  may  act  as  agents  or  principals.  Such
broker-dealers may receive  compensation in the form of discounts,  concessions,
or  commissions  from the selling  stockholders  or the purchasers of Shares for
whom  such  broker-dealers  may  act as  agents  or to  whom  they  may  sell as
principal,  or both (which compensation as to a particular  broker-dealer may be
in excess of customary commissions).

         The selling stockholders also may resell all or a portion of the Shares
in open market  transactions  in reliance upon Rule 144 under the Securities Act
of 1933, provided they meet the criteria and conform to the requirements of Rule
144.

         If a selling stockholder notifies LP that a donee or pledgee intends to
sell  more  than  500  Shares,  LP will  file a  supplement  to this  prospectus
disclosing the donee's or pledgee's name and other pertinent information.

                                      -4-
MISCELLANEOUS

         You should rely only on the  information  contained or  incorporated by
reference in this prospectus and any accompanying  supplements.  No one has been
authorized to provide you with any other information in respect of this offering
of Shares.  You should not assume that the information in this prospectus or any
supplement  is  current  as of any date  other  than  the date set  forth on the
document.

                                      -5-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following documents filed by the registrant with the Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   registration
statement:

              (a) The  registrant's  Annual Report on Form 10-K for the year
              ended December 31, 1999.

              (b) The  registrant's  Quarterly  Reports on Form 10-Q for the
              quarters ended March 31, 2000, and June 30, 2000.

              (c) The  registrant's  Current  Reports  on Form 8-K  filed on
              April 6, 2000, August 8, 2000, and August 17, 2000.

              (d) The description of the registrant's  Common Stock included
              as Exhibit 99.1 to the registrant's Current Report on Form 8-K
              filed May 26, 1998.

              (e)  The   description  of  preferred  share  purchase  rights
              contained in the registrant's  Registration  Statement on Form
              8-A filed May 26, 1998.

         All documents filed by the registrant  subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934,  as  amended,  prior to the  filing of a  post-effective  amendment  which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  herein  and to be a part  hereof  from  the  date of  filing  of such
documents.

Item 4.  Description of Securities.
         -------------------------

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

                  Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Indemnification

         The registrant's  certificate of incorporation  generally provides that
its  directors  will  have  no  personal  liability  to  the  registrant  or its
stockholders  for monetary  damages  resulting from breaches of their  fiduciary
duties.  However, the directors  nonetheless remain liable for breaches of their
duty of loyalty to the registrant and its  stockholders,  as well as for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation  of law and  transactions  from  which  a  director  derives  improper
personal benefit.

         Section 174 of the Delaware  General  Corporation Law ("Law")  provides
that any director against whom a claim shall be successfully asserted under said
section for an unlawful  payment of a dividend or an unlawful  stock purchase or
redemption  shall be entitled to be subrogated to the rights of the  corporation
against  stockholders  who  received  the dividend on, or assets for the sale or
redemption  of,  their stock with  knowledge  that the same was  unlawful.  Said
section also provides

                                   - II-1 -
that  any such  director  shall  be  entitled  to  contribution  from the  other
directors who voted for or concurred in the unlawful  dividend,  stock purchase,
or redemption.

         The registrant's  certificate of incorporation  and bylaws provide that
the  registrant  shall  indemnify  its officers and directors to the full extent
permitted by Section 145 of the Law, as amended from time to time.  Said Section
145 authorizes a corporation, under certain conditions, to indemnify each person
who is or was a director,  officer, employee, or agent of the corporation, or is
or was  serving  at the  request  of the  corporation  as a  director,  officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise (including an employee benefit plan), against certain expenses,
judgments,  fines,  and  amounts  paid in  settlement  actually  and  reasonably
incurred by him in connection with any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal,  administrative, or investigative,
in which he was or is a party or is  threatened  to be made a party by reason of
being or having been such director,  officer, employee, or agent. In addition to
the  indemnification  authorized  by Section  145 of the Law,  the  registrant's
bylaws  provide that the  registrant  shall  indemnify  any natural  person (not
including non-employee lawyers, accountants,  actuaries, investment advisers, or
arbitrators  acting  in such  capacity)  who is or was  serving  in a  fiduciary
capacity  with respect to one of the  registrant's  employee  benefit or welfare
plans  or who is or  was  performing  any  service  or  duty  on  behalf  of the
registrant with respect to such a plan, against all expenses,  judgments, fines,
and amounts paid in settlement  incurred by such person in  connection  with any
action or proceeding  arising out of such service or performance,  to the extent
such expenses and amounts are insurable but not covered by collectible insurance
or otherwise  indemnified.  Such  indemnification  shall not be available to any
person who participated in or knowingly  failed to take appropriate  action with
respect to any violation of any  responsibilities  or  obligations  imposed upon
fiduciaries by law, knowing such to be a violation of such  responsibilities  or
obligations.

         Insurance

         The registrant  maintains  directors' and officers' liability insurance
under which the registrant's directors and officers are insured against loss (as
defined)  as a result of claims  brought  against  them based upon their acts or
omissions in such capacities.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         The Index to  Exhibits  listing  the  exhibits  required by Item 601 of
Regulation S-K is located at page II-5.

Item 9.  Undertakings.
         ------------

         (a)  The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
              being  made,  a  post-effective  amendment  to  this  registration
              statement:

                           (i) To include  any  prospectus  required  by Section
              10(a)(3) of the Securities Act of 1933 ("Securities Act");

                           (ii) To reflect in the prospectus any facts or events
              arising after the effective date of the registration statement (or
              the  most  recent   post-effective   amendment   thereof)   which,
              individually or in the aggregate,  represent a fundamental  change
              in the information set forth in the registration statement;

                                   - II-2 -
(iii)  To  include  any  material   information  with
              respect to the plan of  distribution  not previously  disclosed in
              the  registration   statement  or  any  material  change  to  such
              information in the registration statement;

Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") that
are incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
              the Securities  Act, each such  post-effective  amendment shall be
              deemed  to  be  a  new  registration  statement  relating  to  the
              securities offered therein, and the offering of such securities at
              that time  shall be deemed to be the  initial  bona fide  offering
              thereof.

                  (3) To remove from  registration by means of a  post-effective
              amendment  any of the  securities  being  registered  that  remain
              unsold at the termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  provisions  described  in Item 6 above,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue. The
undertaking  of the  registrant  in the  preceding  sentence  does not  apply to
insurance against liability arising under the Securities Act.

                                   - II-3 -
SIGNATURES

The Registrant.
--------------

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  city of  Portland,  state  of  Oregon,  on the  31st day of
October, 2000.

                       LOUISIANA-PACIFIC CORPORATION
                       (Registrant)

                       By  /s/ Curtis M. Stevens
                           -----------------------------------
                           Curtis M. Stevens
                           Vice President, Treasurer and Chief Financial Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of the 31st day of October, 2000.
Signature                                     Title
                           ---------                                     -----
         (1)  Principal Executive Officer and Director

          MARK A. SUWYN*                                      Chairman of the Board,
                                                              Chief Executive Officer and Director

         (2)  Principal Financial and Accounting Officer:

         CURTIS M. STEVENS*                                   Vice President, Treasurer
                                                              and Chief Financial Officer

         (3)  A majority of the Board
                of Directors:

         WILLIAM C. BROOKS*                                            Director
         E. GARY COOK*                                                 Director
         ARCHIE W. DUNHAM*                                             Director
         PAUL W. HANSEN*                                               Director
         DONALD R. KAYSER*                                             Director
         BRENDA LAUDERBACK*                                            Director
         PATRICK F. McCARTAN*                                          Director
         LEE C. SIMPSON*                                               Director
         COLIN D. WATSON*                                              Director

         *By  /s/ Anton C. Kirchhof
              ----------------------------
                   Anton C. Kirchhof
                   Attorney-in-fact
- II-4 -
INDEX TO EXHIBITS

4.1      The registrant's Restated Certificate of Incorporation. Incorporated by
         reference to Exhibit 3(a) to the registrant's  Form 10-Q report for the
         quarter ended June 30, 1993.

4.2      The  registrant's  Bylaws as amended  June 26,  2000.  Incorporated  by
         reference to Exhibit 3.1 to the  registrant's  Form 10-Q report for the
         quarter ended June 30, 2000.

4.3      Rights Agreement,  dated as of May 26, 1998, between the registrant and
         First Chicago Trust Company of New York, as Rights Agent, including the
         form of Right  Certificate  as  Exhibit A and the  Summary of Rights to
         Purchase  Preferred  Shares as Exhibit B.  Incorporated by reference to
         Exhibit 1 to the registrant's  Registration Statement on Form 8-A filed
         May 26, 1998.

5        Opinion of Miller Nash LLP as to the legality of the  securities  being
         registered.

23.1     Consent of Deloitte & Touche LLP.

23.2     Consent of Miller Nash LLP (included in Exhibit 5).

24       Power of attorney of certain officers and directors.

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

         Other exhibits listed in Item 601 to Regulation S-K are not applicable.

                                   - II -5 -