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.)

        414 Union Street, Suite 2000
        Nashville, Tennessee                              37219
   (Address of principal executive offices)             (Zip Code)


                          LOUISIANA-PACIFIC CORPORATION
                    2004 EXECUTIVE DEFERRED COMPENSATION PLAN
                            (Full title of the plan)


                                Anton C. Kirchhof
                                    Secretary
                          Louisiana-Pacific Corporation
                                805 S.W. Broadway
                             Portland, Oregon 97205
                            Telephone (503) 821-5100
           (Name, address, and telephone number of agent for service)
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
 ===========================================================================================

       Title of         Amount to be    Proposed Maximum   Proposed Maximum     Amount of
   Securities to be      Registered      Offering Price       Aggregate       Registration
      Registered                         Per Obligation    Offering Price          Fee
 -------------------------------------------------------------------------------------------
<S>                     <C>               <C>               <C>                <C>
 Deferred Compensation
    Obligations (1)      $10,000,000       100%              $10,000,000          $1,267
 ===========================================================================================
</TABLE>

(1)  The  Deferred   Compensation   Obligations  are  unsecured  obligations  of
     Louisiana-Pacific Corporation to pay deferred compensation in the future in
     accordance  with  the  terms  of  the  Louisiana-Pacific  Corporation  2004
     Executive Deferred Compensation Plan.


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













<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, 2003.

          (b) The  registrant's  quarterly  report on Form 10-Q for the quarters
          ended March 31, 2004 and June 30, 2004.

          (c) The registrant's  current reports on Form 8-K filed on February 5,
          2004 (as to Item 5 only), March 15, 2004 and March 26, 2004.

          (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.

          (f) The description of preferred  stock 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.
         -------------------------

     Under   the   Louisiana-Pacific   Corporation   2004   Executive   Deferred
Compensation Plan (the "Plan"),  the registrant will provide eligible  employees
with the  opportunity  to enter into  agreements  for the deferral of a specific
percentage  or dollar  amount of their  regular  base  salary and  annual  bonus
payable under the  registrant's  Annual Cash Incentive Award Plan, as amended or
modified  from  time to time.  The  obligations  of the  registrant  under  such
agreements  (the  "Obligations")  will be unsecured  general  obligations of the
registrant to pay the deferred compensation in the future in accordance with the
terms  of  the  Plan,  and  will  rank  pari  passu  with  other  unsecured  and
unsubordinated indebtedness of the registrant from time to time outstanding. The
Obligations will be denominated and be payable in United States dollars.

     The amount of  compensation to be deferred by each  participating  employee
(each, a "Participant")  will be determined in accordance with the Plan based on
elections from time to time by each Participant. Each Obligation will be payable
on a date or dates selected by each  Participant in accordance with the terms of
the Plan.  The  Obligations  will be  indexed  to one or more  Investment  Funds
individually  chosen  by each  Participant  from  time  to  time  from a list of
designated  investment media. Each Participant's  Obligation will be adjusted to
reflect the investment experience, whether positive or negative, of the selected
Investment Funds,  including any appreciation or depreciation.  In addition, the
registrant  will match the first 3.5  percent of  compensation  deferred by each
Participant under the Plan by crediting that amount to the Participant's account
under the Plan.  The  registrant  will also  credit each  Participant's  account
annually  with amounts that would have been  contributed  for the  Participant's


                                     -II-1-
<PAGE>

account under the  registrant's  Retirement  Account Plan and the profit sharing
component of the  registrant's  Salaried  401(k) and Profit  Sharing Plan if the
Participant had not deferred  compensation  under the Plan and if limits imposed
under  the  Internal  Revenue  Code  of  1986,  as  amended,  did not  apply.  A
Participant's  interest in such employer contributions will be fully vested upon
the  earliest  of the  following  to occur:  attaining  retirement  age,  death,
disability,  termination  of employment  within 24 months  following a change in
control, or completion of a specified number of years of service.

     The  registrant  intends to establish a Rabbi trust in which assets will be
placed  representing a portion of the benefits  payable to  Participants,  which
will be available to pay benefits if the  registrant  fails to pay in accordance
with  the  Plan  for any  reason  other  than  insolvency.  In the  event of the
registrant's insolvency or bankruptcy, the assets of the trust will be available
to satisfy the claims of the registrant's general unsecured creditors, including
but not limited to the  Participants.  The Participants  will have no beneficial
interest  or other  rights in the  assets of the trust  other than the rights of
general unsecured creditors of the registrant.

     A  Participant's  right or the right of any other person to the Obligations
cannot be assigned, sold, transferred,  pledged,  anticipated,  hypothecated, or
subjected  to  claims  of  creditors  except  by  a  written  designation  of  a
beneficiary under the Plan or by the laws of descent and  distribution.  No part
of the amounts payable shall, prior to actual payment,  be subject to seizure or
sequestration  for the  payment of any debts,  judgment,  alimony,  or  separate
maintenance  or be  transferable  by  operation  of  law  in  the  event  of the
bankruptcy or insolvency of a Participant or any other person.

     The Obligations are not subject to redemption,  in whole or in part,  prior
to the  individual  payment dates  specified by each  Participant or pursuant to
withdrawal  or call  as  provided  in the  Plan,  subject  to any  penalties  or
restrictions imposed in connection with early withdrawals for financial hardship
or otherwise.  The registrant  reserves the right to amend or terminate the Plan
at any time,  except that no such amendment or termination may adversely  affect
the right of a Participant to the amounts accrued in his or her deferral account
as of the date of such amendment or termination.

     The  Obligations  are  not  convertible   into  another   security  of  the
registrant.  No trustee has been  appointed  having the authority to take action
with respect to the  Obligations  and each  Participant  will be responsible for
acting independently with respect to, among other things, the giving of notices,
responding to any requests for consents,  waivers,  or amendments  pertaining to
the Obligations, enforcing covenants and taking action upon default.

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


                                     -II-2-
<PAGE>


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 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-7.


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-3-
<PAGE>

                    (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;

                    (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.

     (c) 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-4-
<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 16th day of August,
2004.

                                  LOUISIANA-PACIFIC CORPORATION
                                  (Registrant)


                                  By  /s/ Curtis M. Stevens
                                  --------------------------------------
                                     Curtis M. Stevens
                                     Executive Vice President, Administration
                                     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 16th day of August, 2004.



         Signature                           Title
         ---------                           -----

   (1) Principal Executive Officer
       and Director:

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


   (2) Principal Financial Officer:


      /s/ Curtis M. Stevens              Executive Vice President,
      ---------------------              Administration and Chief Financial
      Curtis M. Stevens                  Officer


   (3) Principal Accounting Officer:


      RUSSELL S. PATTEE*                 Corporate Controller and Assistant
                                         Treasurer


                                     -II-5-
<PAGE>

   (4) A majority of the Board of Directors:


      E. GARY COOK*                             Director
      DANIEL K. FRIERSON*                       Director
      PAUL W. HANSEN *                          Director
      BRENDA J. LAUDERBACK*                     Director
      DUSTAN E. MCCOY*                          Director
      LEE C. SIMPSON*                           Director
      COLIN D. WATSON*                          Director

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


                                     -II-6-

<PAGE>


                                INDEX TO EXHIBITS


4     Louisiana-Pacific Corporation 2004 Executive Deferred Compensation Plan.

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-7-
[{"type": "S-8", "sequence": "1", "filename": "lps-8804defcomp.txt", "description": "2004 EXEC DEFERRED COMPENSATION PLAN", "secsgml_size_bytes": 20942}]
{"company-data": {"conformed-name": "LOUISIANA-PACIFIC CORP", "cik": "0000060519", "assigned-sic": "2421", "irs-number": "930609074", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118269", "film-number": "04978540"}, "business-address": {"street1": "414 UNION STREET", "street2": "SUITE 2000", "city": "NASHVILLE", "state": "TN", "zip": "37219-1711", "phone": "6159865600"}, "mail-address": {"street1": "414 UNION STREET", "street2": "SUITE 2000", "city": "NASHVILLE", "state": "TN", "zip": "37219-1711"}, "former-company": {"former-conformed-name": "LOUISIANA PACIFIC CORP", "date-changed": "19920703"}}
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.)

        414 Union Street, Suite 2000
        Nashville, Tennessee                              37219
   (Address of principal executive offices)             (Zip Code)

                          LOUISIANA-PACIFIC CORPORATION
                    2004 EXECUTIVE DEFERRED COMPENSATION PLAN
                            (Full title of the plan)

                                Anton C. Kirchhof
                                    Secretary
                          Louisiana-Pacific Corporation
                                805 S.W. Broadway
                             Portland, Oregon 97205
                            Telephone (503) 821-5100
           (Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
 ===========================================================================================

       Title of         Amount to be    Proposed Maximum   Proposed Maximum     Amount of
   Securities to be      Registered      Offering Price       Aggregate       Registration
      Registered                         Per Obligation    Offering Price          Fee
 -------------------------------------------------------------------------------------------
Deferred Compensation
    Obligations (1)      $10,000,000       100%              $10,000,000          $1,267
 ===========================================================================================
(1)  The  Deferred   Compensation   Obligations  are  unsecured  obligations  of
     Louisiana-Pacific Corporation to pay deferred compensation in the future in
     accordance  with  the  terms  of  the  Louisiana-Pacific  Corporation  2004
     Executive Deferred Compensation Plan.

================================================================================
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, 2003.

          (b) The  registrant's  quarterly  report on Form 10-Q for the quarters
          ended March 31, 2004 and June 30, 2004.

          (c) The registrant's  current reports on Form 8-K filed on February 5,
          2004 (as to Item 5 only), March 15, 2004 and March 26, 2004.

          (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.

          (f) The description of preferred  stock 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.
         -------------------------

     Under   the   Louisiana-Pacific   Corporation   2004   Executive   Deferred
Compensation Plan (the "Plan"),  the registrant will provide eligible  employees
with the  opportunity  to enter into  agreements  for the deferral of a specific
percentage  or dollar  amount of their  regular  base  salary and  annual  bonus
payable under the  registrant's  Annual Cash Incentive Award Plan, as amended or
modified  from  time to time.  The  obligations  of the  registrant  under  such
agreements  (the  "Obligations")  will be unsecured  general  obligations of the
registrant to pay the deferred compensation in the future in accordance with the
terms  of  the  Plan,  and  will  rank  pari  passu  with  other  unsecured  and
unsubordinated indebtedness of the registrant from time to time outstanding. The
Obligations will be denominated and be payable in United States dollars.

     The amount of  compensation to be deferred by each  participating  employee
(each, a "Participant")  will be determined in accordance with the Plan based on
elections from time to time by each Participant. Each Obligation will be payable
on a date or dates selected by each  Participant in accordance with the terms of
the Plan.  The  Obligations  will be  indexed  to one or more  Investment  Funds
individually  chosen  by each  Participant  from  time  to  time  from a list of
designated  investment media. Each Participant's  Obligation will be adjusted to
reflect the investment experience, whether positive or negative, of the selected
Investment Funds,  including any appreciation or depreciation.  In addition, the
registrant  will match the first 3.5  percent of  compensation  deferred by each
Participant under the Plan by crediting that amount to the Participant's account
under the Plan.  The  registrant  will also  credit each  Participant's  account
annually  with amounts that would have been  contributed  for the  Participant's

                                     -II-1-
account under the  registrant's  Retirement  Account Plan and the profit sharing
component of the  registrant's  Salaried  401(k) and Profit  Sharing Plan if the
Participant had not deferred  compensation  under the Plan and if limits imposed
under  the  Internal  Revenue  Code  of  1986,  as  amended,  did not  apply.  A
Participant's  interest in such employer contributions will be fully vested upon
the  earliest  of the  following  to occur:  attaining  retirement  age,  death,
disability,  termination  of employment  within 24 months  following a change in
control, or completion of a specified number of years of service.

     The  registrant  intends to establish a Rabbi trust in which assets will be
placed  representing a portion of the benefits  payable to  Participants,  which
will be available to pay benefits if the  registrant  fails to pay in accordance
with  the  Plan  for any  reason  other  than  insolvency.  In the  event of the
registrant's insolvency or bankruptcy, the assets of the trust will be available
to satisfy the claims of the registrant's general unsecured creditors, including
but not limited to the  Participants.  The Participants  will have no beneficial
interest  or other  rights in the  assets of the trust  other than the rights of
general unsecured creditors of the registrant.

     A  Participant's  right or the right of any other person to the Obligations
cannot be assigned, sold, transferred,  pledged,  anticipated,  hypothecated, or
subjected  to  claims  of  creditors  except  by  a  written  designation  of  a
beneficiary under the Plan or by the laws of descent and  distribution.  No part
of the amounts payable shall, prior to actual payment,  be subject to seizure or
sequestration  for the  payment of any debts,  judgment,  alimony,  or  separate
maintenance  or be  transferable  by  operation  of  law  in  the  event  of the
bankruptcy or insolvency of a Participant or any other person.

     The Obligations are not subject to redemption,  in whole or in part,  prior
to the  individual  payment dates  specified by each  Participant or pursuant to
withdrawal  or call  as  provided  in the  Plan,  subject  to any  penalties  or
restrictions imposed in connection with early withdrawals for financial hardship
or otherwise.  The registrant  reserves the right to amend or terminate the Plan
at any time,  except that no such amendment or termination may adversely  affect
the right of a Participant to the amounts accrued in his or her deferral account
as of the date of such amendment or termination.

     The  Obligations  are  not  convertible   into  another   security  of  the
registrant.  No trustee has been  appointed  having the authority to take action
with respect to the  Obligations  and each  Participant  will be responsible for
acting independently with respect to, among other things, the giving of notices,
responding to any requests for consents,  waivers,  or amendments  pertaining to
the Obligations, enforcing covenants and taking action upon default.

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

                                     -II-2-
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 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-7.

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-3-
(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;

                    (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.

     (c) 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-4-
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 16th day of August,
2004.

                                  LOUISIANA-PACIFIC CORPORATION
                                  (Registrant)

                                  By  /s/ Curtis M. Stevens
                                  --------------------------------------
                                     Curtis M. Stevens
                                     Executive Vice President, Administration
                                     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 16th day of August, 2004.

         Signature                           Title
         ---------                           -----

   (1) Principal Executive Officer
       and Director:

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

   (2) Principal Financial Officer:

      /s/ Curtis M. Stevens              Executive Vice President,
      ---------------------              Administration and Chief Financial
      Curtis M. Stevens                  Officer

   (3) Principal Accounting Officer:

      RUSSELL S. PATTEE*                 Corporate Controller and Assistant
                                         Treasurer

                                     -II-5-
(4) A majority of the Board of Directors:

      E. GARY COOK*                             Director
      DANIEL K. FRIERSON*                       Director
      PAUL W. HANSEN *                          Director
      BRENDA J. LAUDERBACK*                     Director
      DUSTAN E. MCCOY*                          Director
      LEE C. SIMPSON*                           Director
      COLIN D. WATSON*                          Director

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

                                     -II-6-
INDEX TO EXHIBITS

4     Louisiana-Pacific Corporation 2004 Executive Deferred Compensation Plan.

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-7-