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<SEC-DOCUMENT>0000892917-03-000143.txt : 20031104
<SEC-HEADER>0000892917-03-000143.hdr.sgml : 20031104
<ACCEPTANCE-DATETIME>20031104172043
ACCESSION NUMBER:		0000892917-03-000143
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20031104
EFFECTIVENESS DATE:		20031104

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LOUISIANA PACIFIC CORP
		CENTRAL INDEX KEY:			0000060519
		STANDARD INDUSTRIAL CLASSIFICATION:	SAWMILLS, PLANNING MILLS, GENERAL [2421]
		IRS NUMBER:				930609074
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-110243
		FILM NUMBER:		03977162

	BUSINESS ADDRESS:	
		STREET 1:		805 SW BROADWAY
		STREET 2:		SUITE 700
		CITY:			PORTLAND
		STATE:			OR
		ZIP:			97124
		BUSINESS PHONE:		5038215100

	MAIL ADDRESS:	
		STREET 1:		805 SW BROADWAY
		STREET 2:		SUITE 700
		CITY:			PORTLAND
		STATE:			OR
		ZIP:			97124
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>lps-8.txt
<TEXT>
                                                           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.)


             805 S.W. Broadway, Suite 1200
             Portland, Oregon                                     97205
       (Address of principal executive offices)                (Zip Code)


            LOUISIANA-PACIFIC SALARIED 401(k) AND PROFIT SHARING PLAN
             LOUISIANA-PACIFIC HOURLY 401(k) AND PROFIT SHARING PLAN
                            (Full title of the plan)

                             Anton C. Kirchhof, Jr.
                                    Secretary
                          Louisiana-Pacific Corporation
                          805 S.W. Broadway, Suite 1200
                             Portland, Oregon 97205
                            Telephone (503) 821-5100
           (Name, address, and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
                              Proposed Maximum  Proposed Maximum
  Title of      Amount to be   Offering Price     Aggregate         Amount of
  Securities     Registered      Per Share      Offering Price  Registration Fee
to be Registered
- --------------------------------------------------------------------------------
  Common Stock,
par value $1 per   3,500,000        (3)         $62,842,500 (3)       $5,084.00
  share (1) (2)     shares
================================================================================

(1) Each share of Common Stock being registered hereunder includes one Preferred
    Share  Purchase  Right  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) In addition,  pursuant to Rule 416 under the  Securities  Act of 1933,  this
    registration  statement also covers an indeterminate  amount of interests to
    be offered or sold pursuant to the employee benefit plans referenced herein,
    as well as such indefinite additional number of shares as may be issued with
    respect to the plans as a result of stock dividends and splits.
(3) 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,  $17.96,  reported  for the Common  Stock on the New York
    Stock Exchange-Composite Transactions on October 29, 2003.
================================================================================


<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 fiscal year
            ended December 31, 2002.

            (b) The registrant's Quarterly Reports on Form 10-Q for the quarters
            ended March 31, 2003, and June 30, 2003.

            (c) The  registrant's  Current  Report on Form 8-K filed October 27,
            2003.

            (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 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.
         -------------------------

      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

                                      II-1

<PAGE>


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-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-2

<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.

         (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  3rd day of
November, 2003.

                          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 3rd day of November, 2003.

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

(3) A majority of the Board of Directors:

    E. GARY COOK*                               Director
    ARCHIE W. DUNHAM*                           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-4
<PAGE>


The Plans.

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Louisiana-Pacific   Salaried   401(k)   and   Profit   Sharing   Plan   and  the
Louisiana-Pacific  Hourly  401(k) and Profit  Sharing Plan have duly caused this
registration  statement  to be  signed  on  their  behalf  by  the  undersigned,
thereunto duly authorized,  in the city of Portland, state of Oregon, on the 3rd
day of November, 2003.

                               LOUISIANA-PACIFIC SALARIED 401(k) AND
                               PROFIT SHARING PLAN
                               (Plan)


                               By  /s/ Curtis M. Stevens
                                   ---------------------
                                   Curtis M. Stevens
                                   Chairman, Administrative Committee

                               LOUISIANA-PACIFIC HOURLY 401(k) AND
                               PROFIT SHARING PLAN
                               (Plan)


                               By  /s/ Curtis M. Stevens
                                   ---------------------
                                   Curtis M. Stevens
                                   Chairman, Administrative Committee


                                      II-5

<PAGE>


                                INDEX TO EXHIBITS


4.1   Articles  Fourth,  Fifth,  Seventh,   Eighth,  Ninth,  and  Tenth  of  the
      registrant's Restated Certificate of Incorporation, defining the rights of
      holders of Common Stock.  Incorporated by reference to Exhibit 3(a) to the
      registrant's  Form 10-Q report for the quarter ended June 30, 1993.  (File
      No. 1-7107).

4.2   Article I,  Article II,  Sections 2 and 11,  Article  IV,  Article VII and
      Article X of the registrant's  Bylaws,  as amended and restated  effective
      May 9, 2003, defining the rights of holders of Common Stock.  Incorporated
      by reference to Exhibit 3.2 to the  registrant's  Form 10-Q report for the
      quarter ended June 30, 2003.

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 on Form 8-A filed May 26, 1998.

4.4   Amendment to Rights  Agreement  dated as of October 17, 2001,  between the
      registrant  and First  Chicago Trust Company of New York, as Rights Agent.
      Incorporated by reference to Exhibit 4.2 to the registrant's Annual Report
      on Form 10-K for the year ended December 31, 2001.

5.1   Internal  Revenue  Service  Determination  Letter dated February 13, 2002,
      regarding  qualification of  Louisiana-Pacific  Salaried 401(k) and Profit
      Sharing Plan under Section 401 of the Internal Revenue Code.

5.2   Internal  Revenue  Service  Determination  Letter dated February 13, 2002,
      regarding  qualification  of  Louisiana-Pacific  Hourly  401(k) and Profit
      Sharing Plan under Section 401 of the Internal Revenue Code.

23    Consent of Deloitte & Touche LLP.

24    Power of attorney of certain officers and directors.

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

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

                                      II-6




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>lps-8ex51.txt
<DESCRIPTION>5.1
<TEXT>
                                   Exhibit 5.1

INTERNAL REVENUE SERVICE                              DEPARTMENT OF THE TREASURY
P. O. BOX 2508
CINCINNATI, OH 45201

Date:  February 13, 2002

LOUISIANA-PACIFIC CORPORATION            Employer Identification Number:
C/O DONALD A BURNS                          93-0609074
MILLER NASH LLP                          DLN:
111 SW FIFTH AVE SUITE 3500 PORTLAND,       17007263015031
OR 97204-3699                            Person to Contact:
                                            BRIAN HOHLER            ID# 11205
                                         Contact Telephone Number:
                                            (877) 829-5500
                                         Plan Name:
                                            LOUISIANA-PACIFIC SALARIED 401K &
                                            PROFIT SHARING PLAN
                                         Plan Number: 040


Dear Applicant:

            We have made a favorable  determination on the plan identified above
based on the  information  you have  supplied.  Please  keep  this  letter,  the
application forms submitted to request this letter and all  correspondence  with
the Internal  Revenue  Service  regarding your  application  for a determination
letter in your permanent  records.  You must retain this information to preserve
your reliance on this letter.

            Continued  qualification  of the plan  under its  present  form will
depend on its effect in operation.  See section  1.401-l(b)(3) of the Income Tax
Regulations. We will review the status of the plan in operation periodically.

            The enclosed Publication 794 explains the significance and the scope
of this  favorable  determination  letter  based on the  determination  requests
selected on your  application  forms.  Publication 794 describes the information
that must be retained to have reliance on this favorable  determination  letter.
The publication  also provide examples of the effect of a plans operation on its
qualified  status and discusses the reporting  requirements for qualified plans.
Please read Publication 794.

            This  letter  relates  only to the  status  of your  plan  under the
Internal  Revenue Code. It is not a determination  regarding the effect of other
federal or local statutes.

            This  determination  is subject  to your  adoption  of the  proposed
amendments  submitted  in your letter  dated  December  17,  2001.  The proposed
amendments should be adopted on or before the date prescribed by the regulations
under Code section 401(b).

<PAGE>


            This  determination   letter  is  applicable  for  the  amendment(s)
executed on October 29, 1999.

            This  determination  letter is also applicable for the  amendment(s)
dated on December 29, 2000.

            Based on the information supplied, we have determined that your plan
meets the requirements of section 401(k) of the Internal Revenue Code.

            This letter considers the changes in qualification requirements made
by

            the  Uruguay  Round  Agreements  Act,  Pub.  L.  103-465,  the Small
Business Job Protection  Act of 1996,  Pub. L. 104-188,  the Uniformed  Services
Employment and  Reemployment  Rights Act of 1994, Pub. L. 103-353,  the Taxpayer
Relief Act of 1997, Pub, L. 105-34,  the Internal Revenue Service  Restructuring
and Reform Act of 1998,  Pub, L. 105-206,  and the Community  Renewal Tax Relief
Act of 2000, Pub. L. 106.554.

            This  letter may not be relied on with  respect to whether  the plan
satisfies  the  requirements  of section 401 (a) of the Code,  as amended by the
Economic Growth and Tax Relief Reconciliation Act of 2001, Pub L. 107-16.

            The  requirement  for employee  benefits  plans to file summary plan
descriptions  (SPD) with the U.S.  Department of Labor was eliminated  effective
August 5, 1997. For more details, call 1.800-998.7542 for a free copy of the SPD
card.

            The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.

            We have  sent a copy  of  this  letter  to  your  representative  as
indicated in the power of attorney.

            If you have  questions  concerning  this matter,  please contact the
person whose name and telephone number are shown above.

                                Sincerely yours,

                                /s/ Paul T. Shultz
                                ------------------
                                Paul T. Shultz
                                Director,
                                Employee Plans Rulings & Agreements

Enclosures:
Publication 794
Addendum


<PAGE>


This determination letter is also applicable for the amendments dated on January
l, 2001 and May 24, 2001.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>lps-8ex52.txt
<DESCRIPTION>5.2
<TEXT>
                                   Exhibit 5.2

INTERNAL REVENUE SERVICE                              DEPARTMENT OF THE TREASURY
P. O. BOX 2508
CINCINNATI, OH 45201

Date:  February 13, 2002

LOUISIANA-PACIFIC CORPORATION            Employer Identification Number:
C/O DONALD A BURNS                          93-0609074
MILLER NASH LLP                          DLN:
111 SW FIFTH AVE SUITE 3500 PORTLAND,       17007263011041
OR 97204-3699                            Person to Contact:
                                            BRIAN HOHLER            ID# 11205
                                         Contact Telephone Number:
                                            (877) 829-5500
                                         Plan Name:
                                            LOUISIANA-PACIFIC SALARIED 401K &
                                            PROFIT SHARING PLAN
                                         Plan Number: 041


            We have made a favorable  determination on the plan identified above
based on the  information  you have  supplied.  Please  keep  this  letter,  the
application forms submitted to request this letter and all  correspondence  with
the Internal  Revenue  Service  regarding your  application  for a determination
letter in your permanent  records.  You must retain this information to preserve
your reliance on this letter.

            Continued  qualification  of the plan  under its  present  form will
depend on its effect in operation.  See section  1.401-l(b)(3) of the Income Tax
Regulations. We will review the status of the plan in operation periodically.

            The enclosed Publication 794 explains the significance and the scope
of this  favorable  determination  letter  based on the  determination  requests
selected on your  application  forms.  Publication 794 describes the information
that must be retained to have reliance on this favorable  determination  letter.
The publication also provide examples of the effect of a plan's operation or its
qualified  status and discusses the reporting  requirements for qualified plans.
Please read Publication 794.

            This  letter  relates  only to the  status  of your  plan  under the
Internal  Revenue Code. It is not a determination  regarding the effect of other
federal or local statutes.

            This  determination  is subject  to your  adoption  of the  proposed
amendments  submitted  in your letter  dated  January  23,  2002.  The  proposed
amendments should be adopted on or before the date prescribed by the regulations
under Code section 401(b).

<PAGE>

            This  determination   letter  is  applicable  for  the  amendment(s)
executed on October 29, 1999.

            This  determination  letter is also applicable for the  amendment(s)
dated on December 1, 2000.

            Based on the information supplied, we have determined that your plan
meets the requirements of section 401(k) of the Internal Revenue Code.

            This letter considers the changes in qualification requirements made
by the Uruguay Round  Agreements  Act, Pub. L. 103-465,  the Small  Business Job
Protection Act of 1996, Pub. L. 104-188,  the Uniformed Services  Employment and
Reemployment  Rights Act of 1994,  Pub. L. 103-353,  the Taxpayer  Relief Act of
1997, Pub. L. 105.34, the Internal Revenue Service  Restructuring and Reform Act
of 1998, Pub. L. 105-206, and the Community Renewal Tax Relief Act of 2000, Pub.
L. 106-554.

            This  letter may not be relied on with  respect to whether  the plan
satisfies  the  requirements  of section  401(a) of the Code,  as amended by the
Economic Growth and Tax Relief Reconciliation Act of 2001, Pub L. 107-16.

            The  requirement  for employee  benefits  plans to file summary plan
descriptions  (SPD) with the U.S.  Department of Labor was eliminated  effective
August 5, 1997. For more details, call 1-800-998-7542 for a free copy of the SPD
card.

            The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.

            We have  sent a copy  of  this  letter  to  your  representative  as
indicated in the power of attorney.

            If you have  questions  concerning  this matter,  please contact the
person whose name and telephone number are shown above.

                                Sincerely yours,

                                /s/ Paul T. Shultz
                                ------------------
                                Paul T. Shultz
                                Director,
                                Employee Plans Rulings & Agreements

Enclosures:
Publication 794
Addendum


<PAGE>


This determination letter is also applicable for the amendment(s) dated December
29, 2000; January 1, 2001; May 24, 2001 and September 4, 2001.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>lps-8ex23.txt
<TEXT>
                                   Exhibit 23

                          INDEPENDENT AUDITORS' CONSENT



      We  consent  to  the  incorporation  by  reference  in  this  Registration
      Statement of Louisiana-Pacific Corporation on Form S-8 of our report dated
      February  4, 2003  (February  27,  2003 as to Note 18),  appearing  in the
      Annual Report on Form 10-K of  Louisiana-Pacific  Corporation for the year
      ended December 31, 2002.



      /s/ DELOITTE & TOUCHE LLP

      DELOITTE & TOUCHE LLP

      Portland, Oregon
      November 1, 2003



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>6
<FILENAME>lps-8ex24.txt
<TEXT>
                                   Exhibit 24


                                POWER OF ATTORNEY

      Each person whose signature  appears below  designates and appoints CURTIS
M. STEVENS and ANTON C. KIRCHHOF, and each of them, the person's true and lawful
attorneys-in-fact and agents to sign a registration  statement on Form S-8 to be
filed  by   Louisiana-Pacific   Corporation,   a   Delaware   corporation   (the
"Corporation"), with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, relating to up to 3,500,000 shares of the Corporation's
common stock, to be issued to participants in the Corporation's  Salaried 401(k)
and Profit Sharing Plan and its Hourly 401(k) and Profit Sharing Plan,  together
with  an  indeterminate  amount  of  interests  in such  plans,  and any and all
amendments  thereto  (including  post-effective  amendments).  Each person whose
signature   appears  below  also  grants  full  power  and  authority  to  these
attorneys-in-fact and agents to take any action and execute any instruments that
they deem necessary or desirable in connection  with the  preparation and filing
of the registration statement, as fully as the person could do in person, hereby
ratifying  and  confirming  all that the  attorneys-in-fact  and agents or their
substitutes may lawfully do or cause to be done.

      IN WITNESS  WHEREOF,  this power of attorney has been  executed by each of
the undersigned as of the 1st day of November, 2003.


Signature                           Title


/s/ Mark A. Suwyn
- ----------------------------
Mark A. Suwyn                       Chairman of the Board, Chief Executive
                                    Officer, and Director

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

/s/ Archie W. Dunham
- ----------------------------
Archie W. Dunham                    Director

/s/ Daniel K. Frierson
- ----------------------------
Daniel K. Frierson                  Director



                                      1 of 2

<PAGE>


/s/ Paul W. Hansen
- ----------------------------
Paul W. Hansen                      Director

/s/ Brenda J. Lauderback
- ----------------------------
Brenda J. Lauderback                Director

/s/ Dustan E. McCoy
- ----------------------------
Dustan E. McCoy                     Director

/s/ Lee C. Simpson
- ----------------------------
Lee C. Simpson                      Director

/s/ Colin D. Watson
- ----------------------------
Colin D. Watson                     Director


                                     2 of 2

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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