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 EXECUTIVE DEFERRED COMPENSATION PLAN
                            (FULL TITLE OF THE PLAN)


                             Anton C. Kirchhof, Jr.
                                    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>
 ===========================================================================================
                                       PROPOSED MAXIMUM
       TITLE OF         AMOUNT TO BE    OFFERING PRICE   PROPOSED MAXIMUM     AMOUNT OF
   SECURITIES TO BE      REGISTERED     PER OBLIGATION       AGGREGATE     REGISTRATION FEE
      REGISTERED                                          OFFERING PRICE
 ===========================================================================================
<S>                      <C>                 <C>            <C>                 <C>
       Deferred
     Compensation        $10,000,000         100%           $10,000,000         $2,780
    Obligations (1)
 ===========================================================================================

 (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  Executive  Deferred
   Compensation Plan.

 ===========================================================================================
</TABLE>
<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, 1998.

            (b) The registrant's Quarterly Reports on Form 10-Q for the quarters
            ended March 31, 1999, and June 30, 1999.

            (c) The  registrant's  Current  Report on Form 8-K filed on March 5,
            1999 to report that Striper Acquisition,  Inc. ("Striper"), a wholly
            owned  subsidiary  of the  registrant,  merged  with  and  into  ABT
            Building Products  Corporation  ("ABT") pursuant to an Agreement and
            Plan of Merger  dated as of January 19,  1999 among the  registrant,
            Striper, and ABT.

            (d) The registrant's  Current Report on Form 8-K filed on August 18,
            1999 to report that the  registrant  had entered into an amended and
            restated  agreement  with Le Groupe  Forex,  Inc., a Quebec  company
            ("Forex"),  providing  for a  tender  offer by the  registrant  or a
            wholly owned subsidiary of the registrant for all outstanding shares
            of Forex.

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

            (f) 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.

      Under the  Louisiana-Pacific  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  salary  and  bonus.  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  Earnings  Indices
individually  chosen  by each  Participant  from  time  to  time  from a list of
investment media. Each Participant's  Obligation will be adjusted to reflect the
investment  experience,  whether positive or negative,  of the selected Earnings
Indices, including any appreciation or depreciation. In addition, the registrant
will match the first 7 percent of base salary  deferred by each  Participant  by
allocating  that  amount  to  the  Participant's   account  under  the  Plan.  A
Participant's

                                     -II-1-
<PAGE>

interest in such  matching  contributions  will be fully  vested at age 65, upon
death, disability or termination within 24 months following a change in control,
or upon completion of two years of service.

      The  registrant  has  established  a Rabbi trust in which assets have been
placed   representing  a  significant   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.  The trust
may not be  amended  in any way  that  diminishes  the  rights  or  security  of
Participants  without  approval  by 60% of the  Participants  in  number  and by
Participants  holding 60% of the  Obligations in dollar amount.  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  the  Participants.  The trust assets have been  invested in corporate
owned life insurance contracts purchased on eligible Participants. The insurance
proceeds are payable to the trust;  Participants have no rights to the insurance
policies or the proceeds thereof.

      A Participant's  right or the right of any other person to the Obligations
cannot  be  assigned,  sold,  mortgaged,   transferred,   pledged,  anticipated,
hypothecated,  encumbered,  or  conveyed  except by a written  designation  of a
beneficiary  under the Plan,  by written  will,  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 amount accrued in his or her deferred  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
redemption  in certain  circumstances  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.

                                     -II-2-
<PAGE>

      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-6.


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;

            (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;

                                     -II-3-
<PAGE>

      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-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  23rd day of
September, 1999.

                                  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 23rd day of September, 1999.

                  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:


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

      (3)    A majority of the Board of Directors:

      JOHN W. BARTER*             Director
      WILLIAM C. BROOKS*          Director
      ARCHIE W. DUNHAM*           Director
      PAUL W. HANSEN*             Director
      DONALD R. KAYSER*           Director
      PATRICK F. McCARTAN*        Director
      LEE C. SIMPSON*             Director

      *By /s/ Curtis M. Stevens
            Curtis M. Stevens
            Attorney-in-fact

                                     -II-5-
<PAGE>

                                INDEX TO EXHIBITS


4    Louisiana-Pacific Executive Deferred Compensation Plan.

5    Opinion of Miller, Nash, Wiener, Hager & Carlsen LLP as to the legality of
     the securities being registered.

23.1 Consent of Deloitte & Touche LLP.

23.2 Consent of Arthur Andersen LLP.

23.3 Consent of Miller,  Nash, Wiener,  Hager & Carlsen 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-6-
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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 EXECUTIVE DEFERRED COMPENSATION PLAN
                            (FULL TITLE OF THE PLAN)

                             Anton C. Kirchhof, Jr.
                                    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

 ===========================================================================================
                                       PROPOSED MAXIMUM
       TITLE OF         AMOUNT TO BE    OFFERING PRICE   PROPOSED MAXIMUM     AMOUNT OF
   SECURITIES TO BE      REGISTERED     PER OBLIGATION       AGGREGATE     REGISTRATION FEE
      REGISTERED                                          OFFERING PRICE
 ===========================================================================================
Deferred
     Compensation        $10,000,000         100%           $10,000,000         $2,780
    Obligations (1)
 ===========================================================================================

 (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  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, 1998.

            (b) The registrant's Quarterly Reports on Form 10-Q for the quarters
            ended March 31, 1999, and June 30, 1999.

            (c) The  registrant's  Current  Report on Form 8-K filed on March 5,
            1999 to report that Striper Acquisition,  Inc. ("Striper"), a wholly
            owned  subsidiary  of the  registrant,  merged  with  and  into  ABT
            Building Products  Corporation  ("ABT") pursuant to an Agreement and
            Plan of Merger  dated as of January 19,  1999 among the  registrant,
            Striper, and ABT.

            (d) The registrant's  Current Report on Form 8-K filed on August 18,
            1999 to report that the  registrant  had entered into an amended and
            restated  agreement  with Le Groupe  Forex,  Inc., a Quebec  company
            ("Forex"),  providing  for a  tender  offer by the  registrant  or a
            wholly owned subsidiary of the registrant for all outstanding shares
            of Forex.

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

            (f) 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.

      Under the  Louisiana-Pacific  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  salary  and  bonus.  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  Earnings  Indices
individually  chosen  by each  Participant  from  time  to  time  from a list of
investment media. Each Participant's  Obligation will be adjusted to reflect the
investment  experience,  whether positive or negative,  of the selected Earnings
Indices, including any appreciation or depreciation. In addition, the registrant
will match the first 7 percent of base salary  deferred by each  Participant  by
allocating  that  amount  to  the  Participant's   account  under  the  Plan.  A
Participant's

                                     -II-1-
interest in such  matching  contributions  will be fully  vested at age 65, upon
death, disability or termination within 24 months following a change in control,
or upon completion of two years of service.

      The  registrant  has  established  a Rabbi trust in which assets have been
placed   representing  a  significant   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.  The trust
may not be  amended  in any way  that  diminishes  the  rights  or  security  of
Participants  without  approval  by 60% of the  Participants  in  number  and by
Participants  holding 60% of the  Obligations in dollar amount.  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  the  Participants.  The trust assets have been  invested in corporate
owned life insurance contracts purchased on eligible Participants. The insurance
proceeds are payable to the trust;  Participants have no rights to the insurance
policies or the proceeds thereof.

      A Participant's  right or the right of any other person to the Obligations
cannot  be  assigned,  sold,  mortgaged,   transferred,   pledged,  anticipated,
hypothecated,  encumbered,  or  conveyed  except by a written  designation  of a
beneficiary  under the Plan,  by written  will,  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 amount accrued in his or her deferred  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
redemption  in certain  circumstances  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.

                                     -II-2-
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-6.

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;

            (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;

                                     -II-3-
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-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  23rd day of
September, 1999.

                                  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 23rd day of September, 1999.

                  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:

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

      (3)    A majority of the Board of Directors:

      JOHN W. BARTER*             Director
      WILLIAM C. BROOKS*          Director
      ARCHIE W. DUNHAM*           Director
      PAUL W. HANSEN*             Director
      DONALD R. KAYSER*           Director
      PATRICK F. McCARTAN*        Director
      LEE C. SIMPSON*             Director

      *By /s/ Curtis M. Stevens
            Curtis M. Stevens
            Attorney-in-fact

                                     -II-5-
INDEX TO EXHIBITS

4    Louisiana-Pacific Executive Deferred Compensation Plan.

5    Opinion of Miller, Nash, Wiener, Hager & Carlsen LLP as to the legality of
     the securities being registered.

23.1 Consent of Deloitte & Touche LLP.

23.2 Consent of Arthur Andersen LLP.

23.3 Consent of Miller,  Nash, Wiener,  Hager & Carlsen 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-6-