Farallon Capital Management LLC, et al. – ‘SC 13D/A’ on 12/6/02 re: Capital Pacific Holdings Inc

On:  Friday, 12/6/02, at 1:26pm ET   ·   Accession #:  909661-2-39   ·   File #:  5-39237

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D Amendment No. 13                         60    188K 

Document Table of Contents

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                                                 -------------------------------
                                            OMB APPROVAL
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13D
 (Section 240.13d-101)
 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO SECTION 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

SECTION 240.13d-2(a)

 (Amendment No. 13)1

Capital Pacific Holdings, Inc.
--------------------------------------------------------------------------------
(name of Issuer)

Common Stock, Par Value $.10 Per Share
--------------------------------------------------------------------------------
(Title of Class of Securities)

14040M104 
--------------------------------------------------------------------------------
(CUSIP Number)

Mark C. Wehrly
 Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 1325
 San Francisco, California 94111
(415) 421-2132
--------------------------------------------------------------------------------

 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

December 5, 2002
--------------------------------------------------------------------------------
 (Date of Event which Requires Filing of this Statement)

  If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing  
this schedule because of Sections 240.13d-1(e), 13d-1(f) or 240.13d-1(g), check 
the following box [ ].                                                          

         Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section  
240.13d-7 for other parties to whom copies are to be sent.            

(Continued on following pages)
Page 1 of 60 Pages
Exhibit Index Found on Page 29

--------                                                                        
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of       
securities, and for any subsequent amendment containing information which would 
alter disclosures provided in a prior cover page.                               

   The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange   
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of  
the Act but shall be subject to all other provisions of the Act (however, see   
the Notes).                                                                     

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====================                                                            
CUSIP No. 14040M104                                                             
====================                                                            

------------====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
California Housing Finance, L.P.                        
------------====================================================================
   2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                  (a)  [   ]
                                                                  (b)  [ X ]

------------====================================================================
3       SEC USE ONLY                                                    

------------====================================================================
4       SOURCE OF FUNDS (See Instructions)                              
N/A                                                     
------------====================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT   

TO ITEMS 2(d) OR 2(e)                                   
                                                                       [   ]
------------====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            
Delaware                                                
------------------------------------============================================
  7        SOLE VOTING POWER
-0-   
NUMBER OF                                                           
       SHARES          --------------===========================================
BENEFICIALLY            8        SHARED VOTING POWER                    
OWNED BY                       2,809,851 [See Preliminary Note]     
        EACH           --------------===========================================
REPORTING PERSON          9        SOLE DISPOSITIVE POWER                   
WITH                           -0-                              
                       --------------===========================================
         10       SHARED DISPOSITIVE POWER
                          4,044,851 [See Preliminary Note]
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    

         4,044,851 of which only  2,809,851  Shares are Voting Shares [See
Preliminary Note]                                       

------------====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                                       [   ]

------------====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              
           27.1 % of the entire class but only 20.5% of those Shares currently
eligible to vote [See Preliminary Note]                 
------------====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     
PN                                                      
------------====================================================================

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====================                                                            
CUSIP No. 14040M104                                                             
====================                                                            

------------====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
California Housing Finance, LLC                         
------------====================================================================
   2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                  (a)  [   ]
                                                                  (b)  [ X ]

------------====================================================================
3       SEC USE ONLY                                                    

------------====================================================================
4       SOURCE OF FUNDS (See Instructions)                              
N/A                                                     
------------====================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT   

TO ITEMS 2(d) OR 2(e)                                   
                                                                       [   ]
------------====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            
Delaware                                                
------------------------------------============================================
  7        SOLE VOTING POWER
-0-   
NUMBER OF                                                           
       SHARES          --------------===========================================
BENEFICIALLY            8        SHARED VOTING POWER                    
OWNED BY                       2,809,851 [See Preliminary Note]     
        EACH           --------------===========================================
REPORTING PERSON          9        SOLE DISPOSITIVE POWER                   
WITH                           -0-                              
                       --------------===========================================
         10       SHARED DISPOSITIVE POWER
                          4,044,851 [See Preliminary Note]
------------------------------------============================================
11      AGGREGATE AMOUNT BENFICIALLY OWNED BY EACH REPORTING PERSON     
        4,044,851  of which only 2,809,851 Shares are Voting Shares [See
Preliminary Note]                                       
------------====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                                       [   ]

------------====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              
           27.1 % of the entire class but only 20.5% of those Shares currently
eligible to vote [See Preliminary Note]                 
------------====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     
00                                                      
------------====================================================================

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====================                                                            
CUSIP No. 14040M104                                                             
====================                                                            

------------====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Farallon Capital Management, L.L.C.                     
------------====================================================================
   2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]
                                                                   (b) [ X ]

------------====================================================================
3       SEC USE ONLY                                                    

------------====================================================================
4       SOURCE OF FUNDS (See Instructions)                              
N/A                                                     
------------====================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT   

TO ITEMS 2(d) OR 2(e)                                   
                                                                       [   ]
------------====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            
Delaware                                                
------------------------------------============================================
  7        SOLE VOTING POWER
-0-   
NUMBER OF                                                           
       SHARES          --------------===========================================
BENEFICIALLY            8        SHARED VOTING POWER                    
OWNED BY                       2,809,851 [See Preliminary Note]     
        EACH           --------------===========================================
REPORTING PERSON          9        SOLE DISPOSITIVE POWER                   
WITH                           -0-                              
                       --------------===========================================
         10       SHARED DISPOSITIVE POWER
                          4,044,851 [See Preliminary Note]
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
        4,044,851  of which only 2,809,851 Shares are Voting Shares [See
Preliminary Note]                                       
------------====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                                       [   ]

------------====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              
           27.1 % of the entire class but only 20.5% of those Shares currently
eligible to vote [See Preliminary Note]                 
------------====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     
IA, OO                                                  
------------====================================================================

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====================                                                            
CUSIP No. 14040M104                                                             
====================                                                            

------------====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
David I. Cohen                                          
------------====================================================================
   2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]
                                                                   (b) [ X ]

------------====================================================================
3       SEC USE ONLY                                                    

------------====================================================================
4       SOURCE OF FUNDS (See Instructions)                              
N/A                                                     
------------====================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT   

TO ITEMS 2(d) OR 2(e)                                   
                                                                       [   ]
------------====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            
United States                                           
------------------------------------============================================
  7        SOLE VOTING POWER
-0-   
NUMBER OF                                                           
       SHARES          --------------===========================================
BENEFICIALLY            8        SHARED VOTING POWER                    
OWNED BY                       2,809,851 [See Preliminary Note]     
        EACH           --------------===========================================
REPORTING PERSON          9        SOLE DISPOSITIVE POWER                   
WITH                           -0-                              
                       --------------===========================================
         10       SHARED DISPOSITIVE POWER
                          4,044,851 [See Preliminary Note]
------------------------------------============================================
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
        4,044,851  of which only 2,809,851 Shares are Voting Shares [See
Preliminary Note]                                       
------------====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                                       [   ]

------------====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              
           27.1 % of the entire class but only 20.5% of those Shares currently
eligible to vote [See Preliminary Note]                 
------------====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     
IN                                                      
------------====================================================================

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====================                                                            
CUSIP No. 14040M104                                                             
====================                                                            

------------====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Joseph F. Downes                                        
------------====================================================================
   2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]
                                                                   (b) [ X ]

------------====================================================================
3       SEC USE ONLY                                                    

------------====================================================================
4       SOURCE OF FUNDS (See Instructions)                              
N/A                                                     
------------====================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT   

TO ITEMS 2(d) OR 2(e)                                   
                                                                       [   ]
------------====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            
United States                                           
------------------------------------=========================================== 
 7       SOLE VOTING POWER
-0-     
NUMBER OF                                                           
      SHARES          -------------===========================================
BENEFICIALLY            8       SHARED VOTING POWER                     
OWNED BY                      2,809,851 [See Preliminary Note]      
       EACH           -------------===========================================
REPORTING PERSON          9       SOLE DISPOSITIVE POWER                    
WITH                          -0-                               
                      -------------===========================================
        10      SHARED DISPOSITIVE POWER
                        4,044,851 [See Preliminary Note]
------------------------------------=========================================== 
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
        4,044,851  of which only 2,809,851 Shares are Voting Shares [See
Preliminary Note]                                       
------------====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                                       [   ]

------------====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              
           27.1 % of the entire class but only 20.5% of those Shares currently
eligible to vote [See Preliminary Note]%                
------------====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     
IN                                                      
------------====================================================================

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====================                                                            
CUSIP No. 14040M104                                                             
====================                                                            

------------====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
William F. Duhamel                                      
------------====================================================================
   2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]
                                                                   (b) [ X ]

------------====================================================================
3       SEC USE ONLY                                                    

------------====================================================================
4       SOURCE OF FUNDS (See Instructions)                              
N/A                                                     
------------====================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT   

TO ITEMS 2(d) OR 2(e)                                   
                                                                       [   ]
------------====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            
United States                                           
------------------------------------=========================================== 
 7       SOLE VOTING POWER
-0-     
NUMBER OF                                                           
      SHARES          -------------===========================================
BENEFICIALLY            8       SHARED VOTING POWER                     
OWNED BY                      2,809,851 [See Preliminary Note]      
       EACH           -------------===========================================
REPORTING PERSON          9       SOLE DISPOSITIVE POWER                    
WITH                          -0-                               
                      -------------===========================================
        10      SHARED DISPOSITIVE POWER
                        4,044,851 [See Preliminary Note]
------------------------------------=========================================== 
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
        4,044,851  of which only 2,809,851 Shares are Voting Shares [See
Preliminary Note]                                       
------------====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                                       [   ]

------------====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              
           27.1 % of the entire class but only 20.5% of those Shares currently
eligible to vote [See Preliminary Note]                 
------------====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     
IN                                                      
------------====================================================================

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====================                                                            
CUSIP No. 14040M104                                                             
====================                                                            

------------====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Andrew B. Fremder                                       
------------====================================================================
   2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]
                                                                   (b) [ X ]

------------====================================================================
3       SEC USE ONLY                                                    

------------====================================================================
4       SOURCE OF FUNDS (See Instructions)                              
N/A                                                     
------------====================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT   

TO ITEMS 2(d) OR 2(e)                                   
                                                                       [   ]
------------====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            
Unites States                                           
------------------------------------=========================================== 
 7       SOLE VOTING POWER
-0-     
NUMBER OF                                                           
      SHARES          -------------===========================================
BENEFICIALLY            8       SHARED VOTING POWER                     
OWNED BY                      2,809,851 [See Preliminary Note]      
       EACH           -------------===========================================
REPORTING PERSON          9       SOLE DISPOSITIVE POWER                    
WITH                          -0-                               
                      -------------===========================================
        10      SHARED DISPOSITIVE POWER
                        4,044,851 [See Preliminary Note]
------------------------------------=========================================== 
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
        4,044,851  of which only 2,809,851 Shares are Voting Shares [See
Preliminary Note]                                       
------------====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                                       [   ]

------------====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              
           27.1 % of the entire class but only 20.5% of those Shares currently
eligible to vote [See Preliminary Note]                 
------------====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     
IN                                                      
------------====================================================================

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====================                                                            
CUSIP No. 14040M104                                                             
====================                                                            

------------====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Richard B. Fried                                        
------------====================================================================
   2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]
                                                                   (b) [ X ]

------------====================================================================
3       SEC USE ONLY                                                    

------------====================================================================
4       SOURCE OF FUNDS (See Instructions)                              
N/A                                                     
------------====================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT   

TO ITEMS 2(d) OR 2(e)                                   
                                                                       [   ]
------------====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            
United States                                           
------------------------------------=========================================== 
 7       SOLE VOTING POWER
-0-     
NUMBER OF                                                           
      SHARES          -------------===========================================
BENEFICIALLY            8       SHARED VOTING POWER                     
OWNED BY                      2,809,851 [See Preliminary Note]      
       EACH           -------------===========================================
REPORTING PERSON          9       SOLE DISPOSITIVE POWER                    
WITH                          -0-                               
                      -------------===========================================
        10      SHARED DISPOSITIVE POWER
                        4,044,851 [See Preliminary Note]
------------------------------------=========================================== 
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
        4,044,851  of which only 2,809,851 Shares are Voting Shares [See
Preliminary Note]                                       
------------====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                                       [   ]

------------====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              
           27.1 % of the entire class but only 20.5% of those Shares currently
eligible to vote [See Preliminary Note]                 
------------====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     
IN                                                      
------------====================================================================

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====================                                                            
CUSIP No. 14040M104                                                             
====================                                                            

------------====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Monica R. Landry                                        
------------====================================================================
   2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                     (a) [   ]
                                                                     (b) [ X ]

------------====================================================================
3       SEC USE ONLY                                                    

------------====================================================================
4       SOURCE OF FUNDS (See Instructions)                              
N/A                                                     
------------====================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT   

TO ITEMS 2(d) OR 2(e)                                   
                                                                       [   ]
------------====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            
United States                                           
------------------------------------=========================================== 
 7       SOLE VOTING POWER
-0-     
NUMBER OF                                                           
      SHARES          -------------===========================================
BENEFICIALLY            8       SHARED VOTING POWER                     
OWNED BY                      2,809,851 [See Preliminary Note]      
       EACH           -------------===========================================
REPORTING PERSON          9       SOLE DISPOSITIVE POWER                    
WITH                          -0-                               
                      -------------===========================================
        10      SHARED DISPOSITIVE POWER
                        4,044,851 [See Preliminary Note]
------------------------------------=========================================== 
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
        4,044,851  of which only 2,809,851 Shares are Voting Shares [See
Preliminary Note]                                       
------------====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                                       [   ]

------------====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              
           27.1 % of the entire class but only 20.5% of those Shares currently
eligible to vote [See Preliminary Note]                 
------------====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     
IN                                                      
------------====================================================================

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====================                                                            
CUSIP No. 14040M104                                                             
====================                                                            

------------====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
William F. Mellin                                       
------------====================================================================
   2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]
                                                                   (b) [ X ]

------------====================================================================
3       SEC USE ONLY                                                    

------------====================================================================
4       SOURCE OF FUNDS (See Instructions)                              
N/A                                                     
------------====================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT   

TO ITEMS 2(d) OR 2(e)                                   
                                                                       [   ]
------------====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            
United States                                           
------------------------------------=========================================== 
 7       SOLE VOTING POWER
-0-     
NUMBER OF                                                           
      SHARES          -------------===========================================
BENEFICIALLY            8       SHARED VOTING POWER                     
OWNED BY                      2,809,851 [See Preliminary Note]      
       EACH           -------------===========================================
REPORTING PERSON          9       SOLE DISPOSITIVE POWER                    
WITH                          -0-                               
                      -------------===========================================
        10      SHARED DISPOSITIVE POWER
                        4,044,851 [See Preliminary Note]
------------------------------------=========================================== 
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
        4,044,851  of which only 2,809,851 Shares are Voting Shares [See
Preliminary Note]                                       
------------====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                                       [   ]

------------====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              
           27.1 % of the entire class but only 20.5% of those Shares currently
eligible to vote [See Preliminary Note]                 
------------====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     
IN                                                      
------------====================================================================

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====================                                                            
CUSIP No. 14040M104                                                             
====================                                                            

------------====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen L. Millham                                      
------------====================================================================
   2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]
                                                                   (b) [ X ]

------------====================================================================
3       SEC USE ONLY                                                    

------------====================================================================
4       SOURCE OF FUNDS (See Instructions)                              
N/A                                                     
------------====================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT   

TO ITEMS 2(d) OR 2(e)                                   
                                                                       [   ]
------------====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            
United States                                           
------------------------------------=========================================== 
 7       SOLE VOTING POWER
-0-     
NUMBER OF                                                           
      SHARES          -------------===========================================
BENEFICIALLY            8       SHARED VOTING POWER                     
OWNED BY                      2,809,851 [See Preliminary Note]      
       EACH           -------------===========================================
REPORTING PERSON          9       SOLE DISPOSITIVE POWER                    
WITH                          -0-                               
                      -------------===========================================
        10      SHARED DISPOSITIVE POWER
                        4,044,851 [See Preliminary Note]
------------------------------------=========================================== 
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
        4,044,851  of which only 2,809,851 Shares are Voting Shares [See
Preliminary Note]                                       
------------====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                                       [   ]

------------====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              
           27.1 % of the entire class but only 20.5% of those Shares currently
eligible to vote [See Preliminary Note]                 
------------====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     
IN                                                      
------------====================================================================

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 13D
====================                                                            
CUSIP No. 14040M104                                                             
====================                                                            

------------====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas F. Steyer                                        
------------====================================================================
   2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]
                                                                   (b) [ X ]

------------====================================================================
3       SEC USE ONLY                                                    

------------====================================================================
4       SOURCE OF FUNDS (See Instructions)                              
N/A                                                     
------------====================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT   

TO ITEMS 2(d) OR 2(e)                                   
                                                                       [   ]
------------====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            
United States                                           
------------------------------------=========================================== 
 7       SOLE VOTING POWER
-0-     
NUMBER OF                                                           
      SHARES          -------------===========================================
BENEFICIALLY            8       SHARED VOTING POWER                     
OWNED BY                      2,809,851 [See Preliminary Note]      
       EACH           -------------===========================================
REPORTING PERSON          9       SOLE DISPOSITIVE POWER                    
WITH                          -0-                               
                      -------------===========================================
        10      SHARED DISPOSITIVE POWER
                        4,044,851 [See Preliminary Note]
------------------------------------=========================================== 
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
        4,044,851  of which only 2,809,851 Shares are Voting Shares [See
Preliminary Note]                                       
------------====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                                       [   ]

------------====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              
           27.1 % of the entire class but only 20.5% of those Shares currently
eligible to vote [See Preliminary Note]                 
------------====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     
IN                                                      
------------====================================================================

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 13D
====================                                                            
CUSIP No. 14040M104                                                             
====================                                                            

------------====================================================================
1       NAMES OF REPORTING PERSONS                                      
  I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Mark C. Wehrly                                          
------------====================================================================
   2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                   (a) [   ]
                                                                   (b) [ X ]

------------====================================================================
3       SEC USE ONLY                                                    

------------====================================================================
4       SOURCE OF FUNDS (See Instructions)                              
N/A                                                     
------------====================================================================
5       CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT   

TO ITEMS 2(d) OR 2(e)                                   
                                                                       [   ]
------------====================================================================
6       CITIZENSHIP OR PLACE OF ORGANIZATION                            
United States                                           
------------------------------------=========================================== 
 7       SOLE VOTING POWER
-0-     
NUMBER OF                                                           
      SHARES          -------------===========================================
BENEFICIALLY            8       SHARED VOTING POWER                     
OWNED BY                      2,809,851 [See Preliminary Note]      
       EACH           -------------===========================================
REPORTING PERSON          9       SOLE DISPOSITIVE POWER                    
WITH                          -0-                               
                      -------------===========================================
        10      SHARED DISPOSITIVE POWER
                        4,044,851 [See Preliminary Note]
------------------------------------=========================================== 
11      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    
        4,044,851  of which only 2,809,851 Shares are Voting Shares [See
Preliminary Note]                                       
------------====================================================================
12      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES              
CERTAIN SHARES (See Instructions)                       
                                                                       [   ]

------------====================================================================
13      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)              
           27.1 % of the entire class but only 20.5% of those Shares currently
eligible to vote [See Preliminary Note]                 
------------====================================================================
14      TYPE OF REPORTING PERSON (See Instructions)                     
IN                                                      
------------====================================================================

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     This  Amendment  No.  13 to  the  Schedule  13D  amends  the  Schedule  13D
originally filed on September 30, 1997  (collectively  with all other amendments
thereto, the "Schedule 13D").                                                   

     Preliminary  Note:  As reported by the  Company,  there are (i)  13,679,362
Shares of Common Stock  outstanding,  all of which are eligible to vote ("Voting
Common  Stock"),   and  (ii)  1,235,000   Shares  of  non-voting   common  stock
("Non-Voting  Common  Stock")  outstanding,  each as of November 25,  2002.  The
Partnership owns and is able to dispose of (x) 2,809,851 Shares of Voting Common
Stock and (y) 1,235,000  Shares of  Non-Voting  Common  Stock.  The  Partnership
therefore owns 27.1% of the  14,914,362  Shares of Common Stock (both Voting and
Non-Voting)  issued and outstanding  but only 20.5% of the 13,679,362  Shares of
Voting Common Stock issued and  outstanding.  The  Reporting  Persons are filing
this  Schedule  13D to report  their  agreement  to acquire,  subject to certain
third-party  conditions and consents,  additional Shares of Voting Common Stock,
as discuss in Item 4 below.  Such  additional  Shares have not yet been acquired
and are not reported on the cover pages hereto.                                 

Item 2.  Identity And Background.                                               
------   -----------------------                                                

Item 2 of the Schedule 13D is amended and restated in its entirety as follows:  

   (a) This statement is filed by the entities and persons listed below, all
of whom together are referred to herein as the "Reporting Persons."             

The Partnership                                                       
---------------                                                       

         (i)  California Housing Finance, L.P., a Delaware limited partnership
         (the "Partnership"), with respect to the Shares held by it;

The General Partner                                                   
-------------------                                                   

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         (ii) California Housing Finance, L.L.C., a Delaware limited liability
          company which is the general partner of the Partnership (the
        "General Partner"), with respect to the Shares held by the
Partnership.2                                     

The Management Company                                                
----------------------                                                

          (iii)Farallon Capital Management, L.L.C., a Delaware limited liability
            company (the "Management Company"), with respect to the Shares
held by the Partnership.                          

The Managing Members Of The Management Company                        
----------------------------------------------                        

  (iv) The following ten persons who are managing members of the
        Management Company, with respect to the Shares held by the
     Partnership: David I. Cohen ("Cohen"), Joseph F. Downes
           ("Downes"), William F. Duhamel ("Duhamel"), Andrew B. Fremder
       ("Fremder"), Richard B. Fried ("Fried"), Monica R. Landry
          ("Landry"), William F. Mellin ("Mellin"), Stephen L. Millham
         ("Millham"), Thomas F. Steyer ("Steyer") and Mark C. Wehrly
("Wehrly").                                       

     Cohen, Downes, Duhamel, Fremder, Fried, Landry, Mellin, Millham, Steyer and
Wehrly are together referred to herein as the "Individual Reporting Persons."   

   (b) The address of the principal business and principal office of (i) the
Partnership, the General Partner and the Management Company is One Maritime     
Plaza, Suite 1325, San Francisco, California 94111 and (ii) each of the         
Individual Reporting Persons is set forth in Annex 1 hereto.                    

     (c) The principal business of the Partnership is to invest in and engage in
certain financial transactions with the Company and its affiliates. The         
principal business of the General Partner is to act as the general partner of   
the Partnership. The principal business of the Management Company is that of a  
registered investment adviser. The Management Company also acts as manager of   
the General Partner. The principal business of each of the Individual Reporting 
Persons is set forth in Annex 1 hereto.                                         

-----------------------                                                         
2 The limited partners of the Partnership are Farallon Capital Partners, L.P., a
California limited partnership ("FCP"), a discretionary account (the "Managed   
Account") managed by the Management Company (as defined herein), RR Capital     
Partners, L.P., a Delaware limited partnership ("RR") and Farallon Special      
Situation Partners, L.P., a Delaware limited partnership ("FSSP"). The members  
of the General Partner are FCP, the Managed Account, RR and FSSP.               

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     (d) None of the Partnership, the General Partner, the Management Company or
any of the Individual Reporting Persons has, during the last five years, been   
convicted in a criminal proceeding (excluding traffic violations or similar     
misdemeanors).                                                                  

     (e) None of the Partnership, the General Partner, the Management Company or
any of the Individual Reporting Persons has, during the last five years, been   
party to a civil proceeding of a judicial or administrative body of competent   
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or         
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.                                            

(f) The citizenship of the Partnership, the General Partner and the   
Management Company is set forth above. Each of the Individual Reporting Persons 
is a United States citizen.                                                     

The other information required by Item 2 relating to the identity and 
background of the Reporting Persons is set forth in Annex 1 hereto.             

Item 4.  Purpose Of The Transaction.                                  
------   --------------------------                                   

Item 4 of the Schedule 13D is amended and updated as follows:         

     On December 5, 2002, the Partnership,  Makallon, LLC ("Makallon") and CPH2,
LLC  entered  into a Purchase  and Sale  Agreement  (the "CPH2 Sale  Agreement")
pursuant to which,  subject to the terms and conditions  thereof,  including but
not limited to the conditions to closing contained therein,  the Partnership and
Makallon have agreed to purchase from CPH2,  LLC a total of 1,674,737  Shares of
common stock of the Company. If this transaction is consummated, the Partnership
will acquire  902,425  Shares and  Makallon  will acquire  772,312  Shares.  The
Partnership is the sole non-managing member of Makallon.                        

     The  CPH2  Sale  Agreement  was  entered  into  pursuant  to  that  certain
Stipulation of                                                                  

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Settlement dated as of December 5, 2002 (the "Stipulation") among certain of the
Reporting  Persons,  the Company,  Hadi Makarechian and certain of the Company's
other directors,  Capital Pacific Holdings, LLC, CPH2, LLC, CPH3, LLC, Makallon,
Paul Makarechian,  Makar Properties,  LLC and Dale Dowers ("Dowers" and together
with the other named entities, the "Stipulation  Parties").  The Stipulation was
entered  into by the  Stipulation  Parties to settle fully all of the claims and
counter-claims  brought  in the case Dale  Dowers v.  Hadi  Makarechian,  et al.
(Orange  County  Superior  Court Case No. 01 CC  06121)(the  "Action"),  and was
submitted to the Court for its  consideration  on December 5, 2002. The proposed
settlement set forth in the Stipulation includes,  among other things,  releases
granted by the plaintiff and the defendants in the Action and by the Company and
Capital  Pacific  Holdings,  LLC;  the  Company's  agreement  to  institute  new
corporate governance  provisions;  and certain other contemplated  transactions,
including the following:                                                        

     First,  as the Court entered,  on December 5, 2002, an order  preliminarily
approving the settlement set forth in the  Stipulation  and providing for notice
of the settlement to the Company's  shareholders,  the Partnership  will deposit
$2,000,000  (the "Escrow  Amount")  into an escrow  account  pending the closing
under the CPH2 Sale Agreement.                                                  

     Second,  on December 5, 2002,  CPH2, LLC and Dowers entered into a Purchase
and Sale Agreement (the "Dowers Sale Agreement"),  pursuant to which and subject
to the terms and conditions thereof, including but not limited to the conditions
to closing  contained  therein,  in exchange  for selling all of his interest in
CPH2,  LLC to CPH2,  LLC and  releasing  all of his  claims  against  the  other
Stipulation  Parties,  Dowers will receive from CPH2,  LLC $9.3 million plus the
"Net Escrow  Balance" (the Escrow Amount net of any amounts spent by the Company
in   printing   and    delivering    notice   of   the    settlement    to   its
shareholders)(together,  the "Dowers' Settlement  Consideration").  A portion of
such  amount  includes  contingency-based  fees  owed  to  Dowers'              

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counsel.  In addition,  CPH2, LLC has agreed to pay $200,000 directly to Dowers'
counsel(the  "Counsel Payment").  The Counsel Payment and the Dowers' Settlement
Consideration  will  be  paid  entirely  from  the  proceeds  of the  CPH2  Sale
Agreement.                                                                      

     Third,  CPH2, LLC, Makallon and the Partnership  entered into the CPH2 Sale
Agreement.  As  mentioned  above,  if  this  transaction  is  consummated,   the
Partnership will acquire 902,425 Shares of Voting Common Stock and Makallon will
acquire  772,312  Shares of Voting  Common  Stock,  subject  to the terms of the
Conversion  Agreement described below.  Payment for these Shares will be divided
into three parts:  (1) the Partnership  will pay the Counsel Payment directly to
Dowers' counsel on behalf of CPH2, LLC; (2) the Partnership will pay $3,994,217,
and instruct the Escrow Agent to pay the Net Escrow Balance,  directly to Dowers
on behalf of CPH2, LLC; and (3) Makallon will pay $5,305,783  directly to Dowers
on behalf of CPH2, LLC (the "Makallon Payment").  These payments,  which will be
made directly to Dowers and his counsel, will satisfy all of CPH2, LLC's payment
obligations under the Stipulation and the Dowers Sale Agreement and will be paid
both to acquire the Shares and to cause  Dowers  (individually  and on behalf of
the Company shareholders) to release all claims against all of the defendants in
the Action, including but not limited to the Company, the Partnership,  Makallon
and certain of their affiliates. The Partnership,  as the non-managing member of
Makallon,  will  contribute to Makallon 100% of the funds to be used by Makallon
to make the Makallon Payment.                                                   

     Fourth,  on December 5, 2002,  the  Company,  CPH2,  LLC,  CPH3,  LLC,  the
Partnership,  and Makallon entered into a Conversion  Agreement (the "Conversion
Agreement").  Pursuant  to the  Conversion  Agreement,  upon the  closing of the
transactions  contemplated  by the CPH2 Sale  Agreement,  Makallon has agreed to
exchange  the 772,312  Shares of Voting  Common  Stock it has agreed to purchase
from CPH2, LLC for newly issued,  Non-Voting Common Stock.  Under the           

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Conversion  Agreement,  the  Company  has  agreed  to  exchange  the  Shares  of
Non-Voting Common Stock for Shares of Voting Common Stock upon the occurrence of
certain  events.   In  addition,   the  Partnership  and  Makallon  are  granted
registration  rights  for all of the  Shares  they have each  agreed to  acquire
pursuant  to the CPH2 Sale  Agreement  under that  certain  Registration  Rights
Agreement  dated October 1, 1997 by and between the Company and the  Partnership
(the  "Registration  Rights  Agreement"),  as amended  by Section  2.3(b) of the
Interest  Exchange  Agreement  dated as of February  15, 2001 by and between the
Company and the Partnership (the "Exchange Agreement").                         

     Finally, certain of the Stipulation Parties have separately entered into an
agreement and release (the "Agreement and Release"), pursuant to which they have
granted various releases to each other related to the Action.                   

The closings under each of the Dowers Sale Agreement, the CPH2 Sale   
Agreement and the Conversion Agreement (together, the "Operative Agreements"),  
the effectiveness of the releases under the Agreement and Release and any other 
provisions included in the Stipulation are contingent upon the Court's entry of 
a judgment and order for dismissal with respect to the Action, the time for an  
appeal of such judgment having run and such judgment becoming final, the        
satisfaction of the closing conditions under each of the Operative Agreements   
and certain other matters set forth in the Stipulation.                         

     The summary of the  Stipulation,  the Dowers Sale Agreement,  the CPH2 Sale
Agreement and the Conversion Agreement is qualified in its entirety by the terms
and conditions of each such agreement.  The Dowers Sale Agreement is filed as an
exhibit to the Schedule 13D filed by Hadi  Makarechian  on or about  December 5,
2002 and is  incorporated  herein by reference.  The CPH2 Sale Agreement and the
Conversion  Agreement are filed as filed as Exhibits Q and R,  respectively,  to
this  Schedule  13D and  incorporated  by reference  herein.  The summary of the
Stipulation is                                                                  

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qualified in its entirety by the terms and conditions of the Stipulation,  which
Stipulation  may be  found  with  the  Orange  County  Superior  Court,  Complex
Litigation Center, Records Department, 751 W. Santa Ana Boulevard,  Building 36,
Santa Ana, CA 92701, Telephone Number: (714) 568-4832. For information regarding
the Action,  see the Company's  10-Q for the quarter ended August 31, 2002 filed
with  the  SEC on  October  15,  2002.  For a copy  of the  Registration  Rights
Agreement see the Reporting  Persons' Schedule 13D Amendment No. 1 dated October
9, 1997 and filed with the SEC on October  9, 1997.  For a copy of the  Exchange
Agreement,  see the  Reporting  Persons'  Schedule  13D  Amendment  No. 10 dated
February 16, 2001 and filed with the SEC on February 16, 2001.                  

     Also, as previously reported, in order to maximize and protect the value of
the Partnership's investment in the Company and Capital Pacific Holdings, LLC   
(formerly referred to as the "New LLC") and to exercise its minority protections
and other rights, the Reporting Persons have communicated with and intend to    
have further communications from time to time with one or more shareholders or  
bondholders of the Company, one or more officers of the Company, one or more    
members of the board of directors of the Company, potential investors in the    
Company and/or other third parties and any financial advisers to the Company    
regarding the Company, Capital Pacific Holdings, LLC and their affiliates and   
subsidiaries (including but not limited to operations, acquisitions or          
dispositions, refinancings, recapitalizations, dividends and other strategic    
transactions that could be undertaken by the Company, Capital Pacific Holdings, 
LLC and/or their affiliates and subsidiaries). The Reporting Persons may in such
communications advocate a particular course of action.                          

     Except to the extent the foregoing  may be deemed a plan or proposal,  none
of the  Reporting  Persons has any plans or proposals  which relate to, or could
result in,  any of the  matters  referred  to                                   

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in  paragraphs  (a) through (j),  inclusive,  of the  instructions  to Item 4 of
Schedule  13D.  The  Reporting  Persons  may, at any time and from time to time,
review or reconsider their position and/or change their purpose and/or formulate
plans or proposals with respect thereto.                                        

Item 5.  Interest In Securities Of The Issuer.                                  
------   ------------------------------------                                   

Item 5 of the Schedule 13D is amended and restated in its entirety as 
follows:                                                                        

(a) The Partnership                                                   
---------------                                               

       (a),(b) The information set forth in Rows 7 through 13 of the cover
       page hereto for the Partnership is incorporated herein by
reference for each such Partnership.              

         (c)  There have been no purchases, sales or other transactions in the
Shares since the filing of the prior Schedule 13D.

        (d)  The General Partner, as general partner of the Partnership, has
               the power to direct the affairs of the Partnership, including the
            disposition of the proceeds of the sale of the Shares owned by
        the Partnership. The Management Company, as manager of the
         General Partner, has the power to direct the affairs of the
              General Partner including the disposition of the proceeds of the
               sale of the Shares. The Individual Reporting Persons are managing
members of the Management Company.                

(e)  Not applicable.                                        

(b) The General Partner                                               
-------------------                                           

       (a),(b) The information set forth in Rows 7 through 13 of the cover
           page hereto for the General Partner is incorporated herein by
reference.                                        

(c)  None.                                                  

        (d)  The General Partner, as general partner of the Partnership, has
               the power to direct the affairs of the Partnership, including the
            disposition of the proceeds of the sale of the Shares owned by
        the Partnership. The Management Company, as manager of the
         General Partner, has the power to direct the affairs of the
              General Partner including the disposition of the proceeds of the
               sale of the Shares. The Individual Reporting Persons are managing
members of the Management Company.                

(e)  Not applicable.                                        

(c) The Management Company                                            
----------------------                                        

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       (a),(b) The information set forth in Rows 7 through 13 of the cover
              page hereto for the Management Company is incorporated herein by
reference.                                        

(c)  None                                                   

          (d)  The General Partner,  as general partner of the Partnership,  has
               the power to direct the affairs of the Partnership, including the
               disposition  of the  proceeds of the sale of the Shares  owned by
               the  Partnership.  The  Management  Company,  as  manager  of the
               General  Partner,  has the power to  direct  the  affairs  of the
               General Partner  including the disposition of the proceeds of the
               sale of the Shares. The Individual Reporting Persons are managing
members of the Management Company.                

(e)  Not applicable.                                        

(d) The Individual Reporting Persons                                  
--------------------------------                              

       (a),(b) The information set forth in Rows 7 through 13 of the cover
              page hereto for each Individual Reporting Person is incorporated
            herein by reference for each such Individual Reporting Person.

(c)  None.                                                  

          (d)  The General Partner,  as general partner of the Partnership,  has
               the power to direct the affairs of the Partnership, including the
               disposition  of the  proceeds of the sale of the Shares  owned by
               the  Partnership.  The  Management  Company,  as  manager  of the
               General  Partner,  has the power to  direct  the  affairs  of the
               General Partner  including the disposition of the proceeds of the
               sale of the Shares. The Individual Reporting Persons are managing
members of the Management Company.                

(e)  Not applicable.                                        

  The Shares reported hereby for the Partnership are owned directly by it.
The General Partner, as general partner to the Partnership, may be deemed to be 
the beneficial owner of all such Shares owned by the Partnership. The Management
Company, as manager of the General Partner, may be deemed to be the beneficial  
owner of all Shares owned by the Partnership. Each of the Individual Reporting  
Persons, as managing member of the Management Company, may be deemed to be the  
beneficial owner of all such Shares held by the Partnership. Each of the General
Partner, the Management Company and the Individual Reporting Persons hereby     
disclaims any beneficial ownership of any such Shares.                          

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Item 6. Contracts, Arrangements, Understandings Or                              
Relationships With Respect To Securities Of The Issuer.       
------------------------------------------------------        

     Other than the CPH2 Sale Agreement and the Conversion  Agreement (which are
attached hereto as Exhibits Q and R) and the other agreements  described in Item
4 above, there are no contracts,  arrangements,  understandings or relationships
(legal or otherwise) among the Reporting Persons or between such persons and any
other person with respect to any  securities  of the Company,  including but not
limited to transfer or voting of any  securities of the Company,  finder's fees,
joint  ventures,  loan or  option  arrangements,  puts or calls,  guarantees  of
profits, divisions of profits or loss, or the giving or withholding of proxies. 

Item 7.  Materials To Be Filed As Exhibits.                                     
------   ---------------------------------                                      

     There is filed  herewith as Exhibit P a written  agreement  relating to the
filing of joint acquisition statements as required by Section 240.13d-1(k) under
the  Securities  Exchange Act of 1934,  as amended.  There is filed  herewith as
Exhibit Q a copy of the CPH2 Sale Agreement referenced in Item 4 above. There is
filed  herewith as Exhibit R a copy of the  Conversion  Agreement  referenced in
Item 4 above.                                                                   

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SIGNATURES

     After  reasonable  inquiry and to the best of our knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.                                                                        

Dated:  December 6, 2002                                                        

CALIFORNIA HOUSING FINANCE, L.P.

 By: California Housing Finance, LLC
 its General Partner

      By:  Farallon Capital Management, L.L.C.
its Manager       

/s/  Joseph F. Downes             
      ----------------------------------------
By:  Joseph F. Downes,            
Managing Member                   

CALIFORNIA HOUSING FINANCE, L.L.C.

       By:  Farallon Capital Management, L.L.C.,
its Manager       

/s/  Joseph F. Downes             
      ----------------------------------------
By:  Joseph F. Downes,            
Managing Member                   

/s/  Joseph F. Downes             
      ----------------------------------------
  FARALLON CAPITAL MANAGEMENT, L.L.C.,
By Joseph F. Downes,              
Managing Member             

/s/  Joseph F. Downes             
      ----------------------------------------
                    Joseph F. Downes, individually and as attorney-in-fact
             for each of David I. Cohen, William F. Duhamel,
  Andrew B. Fremder, Monica R. Landry,
                      Richard B. Fried, William F. Mellin, Stephen L. Millham,
  Thomas F. Steyer and Mark C. Wehrly.

     The Powers of Attorney,  each executed by Cohen, Fremder,  Mellin,  Millham
and  Steyer  authorizing  Downes  to sign and  file  this  Schedule  13D on each
person's behalf, which were filed with Amendment No. 1 to the Schedule 13D filed
with the  Securities  and  Exchange  Commission  on January  20,  1998,  by such
Reporting  Persons with respect to the Units of Spiros  Development             

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Corporation  II,  Inc.,  are hereby  incorporated  by  reference.  The Powers of
Attorney, each executed by Duhamel and Fried authorizing Downes to sign and file
this Schedule 13D on each person's behalf, which were filed with Amendment No. 7
to the  Schedule  13D filed  with the  Securities  and  Exchange  Commission  on
February 9, 1999 by such Reporting  Persons with respect to the Callable Class A
Common Stock of Crescendo Pharmaceuticals  Corporation,  are hereby incorporated
by  reference.  The Power of Attorney  executed  by Mark C.  Wehrly  authorizing
Downes to sign and file this  Schedule  13D on his behalf,  which was filed with
Amendment  No. 4 to the  Schedule  13D filed with the  Securities  and  Exchange
Commission  on January 18, 2000,  by such  Reporting  Person with respect to the
Class A  Common  Stock  of  Momentum  Business  Applications,  Inc.,  is  hereby
incorporated  by reference.  The Power of Attorney  executed by Monica R. Landry
authorizing  Downes to sign and file this Schedule 13D on her behalf,  which was
filed with the Schedule 13G filed with the Securities and Exchange Commission on
January 22, 2001, by such  Reporting  Person with respect to the Common Stock of
Korn/Ferry International, is hereby incorporated by reference.                  

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                                                                         ANNEX 1

  Set forth below with respect to the Partnership, the General Partner and
the Management Company is the following information: (a) name; (b) address; (c) 
principal business; (d) state of organization; and (e) controlling persons. Set 
forth below with respect to each managing member of the Management Company is   
the following: (a) name; (b) business address; (c) principal occupation; and (d)
citizenship.                                                                    

1.       The Partnership                                                        
---------------                                               

 (a) California Housing Finance, L.P. (b) c/o Farallon Capital
Management, L.L.C.                                          
One Maritime Plaza, Suite 1325                    
San Francisco, California  94111                  
       (c)  Invests and engages in certain financial transactions with the
Company and its affiliates.                       
(d)  Delaware limited partnership                           
(e)  General Partner: California Housing Finance, L.L.C.    

2.       The General Partner                                                    
-------------------                                           

   (a) California Housing Finance, L.L.C. (b) c/o Farallon Capital
Management, L.L.C.                                          
One Maritime Plaza, Suite 1325                    
San Francisco, California  94111                  
       (c) Acts as general partner of California Housing Finance, L.P. (d)
    Delaware limited liability company (e) Manager: Farallon Capital
Management, L.L.C.                                          

3.       The Management Company                                                 
----------------------                                        

(a)  Farallon Capital Management, L.L.C.                    
(b)  One Maritime Plaza, Suite 1325                         
San Francisco, California  94111                  
          (c)  Serves as an investment adviser to various managed accounts. Also
   acts as manager of California Housing Finance, L.L.C.
(d)  Delaware limited liability company                     
          (e)  Managing Members: Thomas F. Steyer, Senior Managing Member; David
       I. Cohen, Joseph F. Downes, William F. Duhamel, Andrew B.
             Fremder, Richard B. Fried, Monica R. Landry, William F. Mellin,
      Stephen L. Millham and Mark C. Wehrly, Managing Members.

4.       The Individual Reporting Persons/The Managing Members                  
-----------------------------------------------------         

          Each of the Managing Members is a United States citizen whose business
          address is c/o  Farallon  Capital  Management,  L.L.C.,  One  Maritime
Plaza,  Suite 1325, San  Francisco,                         

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          California  94111.  The  principal  occupation  of Thomas F. Steyer is
          serving  as senior  managing  member of the  Management  Company.  The
          principal  occupation  of each other  Managing  Member is serving as a
          managing  member  of the  Management  Company.  None  of the  Managing
          Members have any  additional  information  to disclose with respect to
          Items 2-6 of the  Schedule  13D that is not already  disclosed  in the
Schedule 13D.                                               

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 EXHIBIT INDEX

EXHIBIT P              Joint Acquisition Statement Pursuant to Section          
240.13d1(k)                       

EXHIBIT Q              Purchase and Sale Agreement dated as of December 5, 2002 
                       among California Housing Finance, L.P., Makallon, LLC and
CPH2, LLC                         

EXHIBIT R              Conversion Agreement dated as of December 5, 2002 among  
                    Capital Pacific Holdings, Inc.,  CPH2, LLC, CPH3, LLC,
                California Housing Finance, L.P. and Makallon, LLC

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                                                                       EXHIBIT P
                                                                              to
                                                                    SCHEDULE 13D

 JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-1(k)

     The  undersigned  acknowledge  and agree that the  foregoing  statement  on
Schedule  13D is  filed  on  behalf  of each of the  undersigned  and  that  all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the  undersigned  without the  necessity of filing  additional  joint
acquisition   statements.   The  undersigned  acknowledge  that  each  shall  be
responsible for the timely filing of such  amendments,  and for the completeness
and accuracy of the information concerning him, her or it contained therein, but
shall not be responsible  for the  completeness  and accuracy of the information
concerning the other  entities or persons,  except to the extent that he, she or
it knows or has reason to believe that such information is inaccurate.          

Dated:  December 6, 2002                                                        

CALIFORNIA HOUSING FINANCE, L.P.

 By: California Housing Finance, LLC
 its General Partner

      By:  Farallon Capital Management, L.L.C.
its Manager       

/s/  Joseph F. Downes             
      ----------------------------------------
By:  Joseph F. Downes,            
Managing Member                   

CALIFORNIA HOUSING FINANCE, L.L.C.

       By:  Farallon Capital Management, L.L.C.,
its Manager       

/s/  Joseph F. Downes             
      ----------------------------------------
By:  Joseph F. Downes,            
Managing Member                   

/s/  Joseph F. Downes             
      ----------------------------------------
  FARALLON CAPITAL MANAGEMENT, L.L.C.,
By:  Joseph F. Downes,            
Managing Member                   

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/s/  Joseph F. Downes             
      ----------------------------------------
                    Joseph F. Downes, individually and as attorney-in-fact
             for each of David I. Cohen, William F. Duhamel,
                    Andrew B. Fremder, Monica R. Landry, Richard B. Fried,
    William F. Mellin, Stephen L. Millham,
   Thomas F. Steyer  and Mark C. Wehrly.

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                                                                       EXHIBIT Q
                                                                              to
                                                                    SCHEDULE 13D

                                                                [EXECUTION COPY]

 PURCHASE AND SALE AGREEMENT
(CPH2 to CHF/MAKALLON)

    PURCHASE AND SALE AGREEMENT dated as of December 5, 2002,  among CPH2, LLC
(the "Seller") and CALIFORNIA  HOUSING FINANCE,  L.P. ("CHF") and MAKALLON,  LLC
("Makallon" and together with CHF, the "Purchasers").                           

RECITALS
--------

     A. The Seller owns shares of voting  common stock (the  "Stock") of Capital
Pacific Holdings Inc. (the "Company").                                          

     B. The Seller desires to sell to the  Purchasers and the Purchasers  desire
to purchase from the Seller a total of 1,674,737 shares of Stock (the "Shares").

     C.  The  parties  have  entered  into  a  Stipulation  of  Settlement  (the
"Stipulation")  relating to the proceeding in the Superior Court of the State of
California, County of Orange, Case No. 01CC06121 (the "Proceeding"). Capitalized
terms  used but not  defined  herein  shall have the  meanings  set forth in the
Stipulation.                                                                    

     D. CHF and Dale Dowers  ("Dowers") and Wilmington Trust Company,  as escrow
agent will enter into an Escrow  Agreement  (the "Escrow  Agreement").  Upon the
entry of the Notice  Order,  CHF will deposit  $2,000,000  into escrow under the
Escrow Agreement.  If the Closing occurs as provided herein, such amount will be
applied to payment of the Payment Amount, as provided herein.                   

     E. The Seller, the Purchasers,  the Company and CPH3, LLC have entered into
a Conversion Agreement dated the date hereof (the "Conversion Agreement").      

     F. The Seller and Dowers have entered  into a Purchase  and Sale  Agreement
dated the date  hereof  (the  "Dowers  Sale  Agreement"  and  together  with the
Stipulation,  the Agreement and Release,  the Escrow  Agreement,  the Conversion
Agreement and this Agreement, the "Transaction Agreements"),  under which Dowers
has agreed to (i) sell to the  Seller  and the  Seller  has  agreed to  purchase
Dowers' entire  interest in the Seller,  (ii) release the  Plaintiff's  Released
Persons (as defined in and as provided in the  Stipulation) and (iii) pay all of
the legal fees and  expenses of his counsel in  connection  with the  Proceeding
(except for $200,000 of such fees to be paid by the Seller as provided herein). 

 AGREEMENT
 ---------

     NOW THEREFORE,  in  consideration  of the premises and the mutual covenants
and the agreements herein set forth, the parties hereby agree as follows:       

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     Section 1.  Purchase and Sale of the Shares.  Upon the terms and subject to
the  conditions  of this  Agreement,  at the Closing:  (a) the Seller shall (and
hereby  does) sell,  transfer,  assign and deliver to each  Purchaser,  and each
Purchaser shall purchase from the Seller, free and clear of all liens, claims or
encumbrances,  that  number of Shares set forth on  Schedule  A hereto,  (b) the
Seller  shall use the  Payment  Amount to cause all  amounts  payable  under the
Dowers Sale Agreement to be paid and to cause Dowers to release the  Plaintiff's
Released Persons as provided in the Stipulation (the  "Releases"),  and (c) each
Purchaser  shall pay its  portion  (as set forth on  Schedule  B hereto)  of the
Payment Amount (as defined  below) as set forth in Section 2 below.  The sale of
the Shares  contemplated  by this  Agreement will be effective as of the time of
the payment of the Payment Amount as provided herein.                           

     Section 2. Payment Amount. The aggregate amount payable for the purchase of
the Shares and for the Seller  causing  Dowers to grant the  Releases and to pay
the fees and expenses of his counsel shall be an amount equal to $9,300,000 plus
the Net  Escrow  Balance  (the  "Payment  Amount").  Subject  to the  terms  and
conditions of this  Agreement,  the Seller has requested that the Purchasers pay
the Payment Amount to fulfill the Seller's payment  obligations under the Dowers
Sale Agreement. Accordingly, the Payment Amount shall be payable as follows:    

     (a) At the  Closing,  (i) CHF shall pay to Dowers  $3,794,217  and Makallon
shall  pay  to  Dowers  $5,305,783,  for  an  aggregate  payment  to  Dowers  of
$9,300,000;  (ii) the Net Escrow  Balance  shall be paid by the Escrow  Agent to
Dowers and the Notice  Costs  shall be paid to the  Company,  as provided in the
Escrow Agreement;  and (iii) CHF shall pay $200,000 to Dowers' attorney, Rosen &
Associates, as provided in the Stipulation.  The Seller agrees that the payments
set forth in this  Section  2(a)  constitute  full  payment to the Seller of the
Payment Amount.                                                                 

     (b) The  portion of the  Payment  Amount  payable at the  Closing to Dowers
shall be paid by the  Purchasers  to  Dowers  by wire  transfer  of  immediately
available funds in accordance with the following wire transfer instructions:    

Wire to:         Wells Fargo Bank                 
 Las Vegas, Nevada
ABA Routing No.: 321270742                        
Account No.:     6785233849                       
Account Name:    Dale Dowers and Robert C. Rosen  

     (c) The  portion of the  Payment  Amount  payable at the Closing to Rosen &
Associates  shall  be paid by CHF to  Rosen &  Associates  by wire  transfer  of
immediately  available  funds in  accordance  with the  following  wire transfer
instructions:                                                                   

Wire to:         Wells Fargo Bank                 
     801 South Hill Street
             Los Angeles, California 90014
ABA Routing No.: 122000247                        

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Account No.:     0804416022                       
Account Name:    Rosen & Associates               

Section 3. Deliveries.                                                

     (a) By Seller.  At the Closing,  the Seller shall deliver to the Purchasers
the following:                                                                  

(i) one or more share certificates for 1,674,737 Shares;    

          (ii)  stock  powers  for all of such stock  certificates  referred  to
     above,  duly endorsed in blank or accompanied by stock powers duly endorsed
     in blank, in proper form for transfer, with appropriate transfer stamps, if
any, affixed, free and clear of all liens, claims or encumbrances.    

     The Purchasers and the Seller agree to deliver such stock  certificates and
     stock  powers  to the  transfer  agent  for the  Company  under a  transfer
     instruction  letter acceptable to the Purchasers which directs the transfer
     agent (1) to deliver  promptly to CHF a new share  certificate  for 902,425
     shares of voting Stock and (2) to deliver  promptly to Makallon a new share
     certificate  for  772,312  shares of  non-voting  Stock as  provided in the
     Conversion  Agreement.   Such  share  certificates  must  be  free  of  all
     restrictive  legends other than a customary legend stating that such Shares
     are "restricted securities" under Rule 144 promulgated under the Securities
Act of 1933, as amended (the "Securities Act").                       

     (b) By Purchasers.  At the Closing,  the  Purchasers  shall pay the Payment
Amount as provided in Section 2(a).                                             

Section 4. The Closing.                                               

     (a) Time and Place of  Closing.  The closing of the sale of the Shares (the
"Closing")  will take  place  within 3  business  days of the  satisfaction  (or
waiver) of the  conditions  to  Closing  set forth  below,  but on or before the
Expiration  Date or at such other time as the parties may agree in writing (such
date of the Closing being  hereinafter  referred to as the ("Closing  Date"). If
the Stipulation is terminated in accordance with its terms,  then this Agreement
shall terminate and become null and void.                                       

     (b)  Conditions  Precedent  to  the  Obligations  of  the  Purchasers.  The
obligations  of  the  Purchasers   under  this  Agreement  are  subject  to  the
fulfillment of each of the following conditions, unless waived by the Purchasers
in writing, at or before the Closing:                                           

          (i) Representations and Warranties. The representations and warranties
     of the Seller  contained in this  Agreement  shall be true on and as of the
     Closing Date with the same force and effect as though made on and as of the
Closing Date.                                                         

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          (ii)  Performance of  Agreements.  The Seller shall have performed and
     complied with all of its covenants and other obligations  contained in this
     Agreement  required  to be  performed  or  complied  with at or before  the
Closing.                                                              

          (iii) Shares.  The Seller shall have duly transferred all of the stock
     certificates  and stock powers for the Shares to the Purchasers as provided
     in Section  3(a),  free and clear of all  liens,  claims,  encumbrances  or
restrictions of any kind.                                             

          (iv) Agreements.  The Purchasers shall have received the following, in
each case fully signed and duly executed and delivered:               

(A) the Escrow Agreement;                         

(B) the Conversion Agreement; and                 

(C) the Dowers Sale Agreement.                    

          (v) Dowers Sale  Agreement.  The  conditions  to closing in the Dowers
     Sale Agreement shall have been satisfied and the closing  thereunder  shall
occur immediately following the Closing hereunder.                    

          (vi) Escrow.  The Escrow Fund shall,  simultaneously  with the payment
     under  Section  2(a)(i)  hereof,  be paid as provided  in Section  2(a)(ii)
hereof.                                                               

          (vii)  Effective  Date. The conditions to the Effective Date set forth
     in Section VI.9.1 of the Stipulation  (other than the Closing hereunder and
     the closings under the Dowers Sale Agreement and the Conversion  Agreement)
shall have occurred.                                                  

     (c) Conditions  Precedent to the Obligations of the Seller. The obligations
of the Seller under this Agreement are subject to the fulfillment of each of the
following  conditions,  unless waived by the Seller in writing, at or before the
Closing:                                                                        

          (i) Representations and Warranties. The representations and warranties
     of the Purchasers  contained in this  Agreement  shall be true on and as of
     the Closing Date with the same force and effect as though made on and as of
the Closing Date.                                                     

          (ii)  Performance of Agreements.  The Purchasers  shall have performed
     and complied with all of their covenants and other obligations contained in
     this  Agreement  required to be performed or complied with at or before the
Closing.                                                              

          (iii)  Agreements.  The Seller shall have received the  following,  in
each case fully signed and duly executed and delivered:               

(A) the Escrow Agreement;                         

(B) the Conversion Agreement;                     

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(C) the Dowers Sale Agreement.                    

          (iv) Dowers Sale Agreement. The conditions to closing set forth in the
     Dowers Sale Agreement shall have been satisfied and the closing  thereunder
shall occur immediately the Closing hereunder.                        

          (v) Escrow.  The Escrow Fund  shall,  simultaneously  with the payment
     under  Section  2(a)(i)  hereof,  be paid as provided  in Section  2(a)(ii)
hereof.                                                               

          (vi) Effective Date. The conditions to the Effective Date set forth in
     Section VI.9.1 of the Stipulation (other than the Closing hereunder and the
     closings  under the Dowers Sale  Agreement  and the  Conversion  Agreement)
shall have occurred.                                                  

     Section  5.  Representations  and  Warranties  of the  Seller.  The  Seller
represents  and warrants to the  Purchasers  as of the date hereof and as of the
Closing Date as follows:                                                        

     (a) Power. The Seller is a limited liability  company duly formed,  validly
existing  and in  good  standing  under  the  laws  of the  jurisdiction  of its
organization.  The Seller has the necessary  limited liability company power and
authority,  to execute and deliver this  Agreement,  and each other  Transaction
Agreement  to which it is  party,  to  perform  its  obligations  hereunder  and
thereunder and to consummate the transactions contemplated hereby and thereby.  

     (b) Binding Effect. Each of the Transaction Agreements to which it is party
has been duly  executed and  delivered by the Seller,  and are legal,  valid and
binding  obligations of the Seller enforceable against it in accordance with its
terms.                                                                          

     (c) Contravention.  Neither the execution,  delivery and performance of any
Transaction  Agreement  to  which  it is  party  nor  the  consummation  of  the
transactions  contemplated  hereby or thereby  will  (with or without  notice or
lapse of time or both) (a) conflict with or breach any provision of the Seller's
governing documents, (b) violate any law, rule or regulation by which the Seller
or any of its  properties  may be bound or  affected,  or (c)  conflict  with or
result in a default under any material  contract or other material  agreement to
which the Seller is a party or by which it or any of its properties may be bound
or affected.                                                                    

     (d)  Approvals.  Except for the  Consent set forth on the  signature  pages
hereto,  no  authorization,   consent,  order  or  approval  of,  notice  to  or
registration or filing with, or any other action by any  governmental  authority
or  other  person  is  required  or  advisable  in  connection  with (i) the due
execution  and  delivery  by the  Seller of this  Agreement  or any  Transaction
Agreement,  or (ii) the performance by the Seller of its  obligations  under any
Transaction Agreement.                                                          

     (e) Ownership. The Seller is the sole record and beneficial owner of all of
the 1,674,737  Shares and the Seller shall at Closing transfer to the Purchasers
all such  1,674,737  Shares free and clear of all liens,  claims,  encumbrances,
voting  trusts,  voting  agreements,   options,   rights  of  first  refusal  or
restrictions  of any nature  whatsoever.  All such  Shares are duly  authorized,
validly issued, fully paid and non-assessable.                                  

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     (f) Accredited Investor.  The Seller is an "accredited investor" within the
meaning of Rule 501 promulgated under the Securities Act.                       

     Section 6. Representations and Warranties of the Purchasers. Each Purchaser
severally, for itself only, represents and warrants to the Seller as of the date
hereof and as of the Closing Date as follows:                                   

     (a) Power.  Such  Purchaser  has the  authority to execute and deliver this
Agreement and each other Transaction  Agreement to which it is party, to perform
its  obligations  hereunder and thereunder  and to consummate  the  transactions
contemplated hereby and thereby.                                                

     (b) Binding  Effect.  Each  Transaction  Agreement to which it is party has
been duly  executed and  delivered by such  Purchaser,  is the legal,  valid and
binding obligation of such Purchaser  enforceable  against it in accordance with
its terms.                                                                      

     (c) Contravention.  Neither the execution,  delivery and performance of any
Transaction  Agreement  to  which  it is  party  nor  the  consummation  of  the
transactions  contemplated  hereby or thereby  will  (with or without  notice or
lapse of time or both) (a) violate  any law,  rule or  regulation  by which such
Purchaser or any of its  properties  may be bound or  affected,  or (b) conflict
with or result  in a  default  under any  material  contract  or other  material
agreement  to  which  such  Purchaser  is a party  or by  which it or any of its
properties may be bound or affected.                                            

     (d) Approvals.  No authorization,  consent, order or approval of, notice to
or  registration  or  filing  with,  or any  other  action  by any  governmental
authority or other Person is required or  advisable in  connection  with (i) the
due execution and delivery by such Purchaser of any  Transaction  Agreement,  or
(ii) the performance by such Purchaser of its obligations  under the Transaction
Agreements.                                                                     

     (e) No Registration  Under  Securities Act. Such Purchaser  understands and
acknowledges  that the Shares have not been registered  under the Securities Act
or any state securities laws. Such Purchaser  understands that the Shares cannot
be sold unless they are  subsequently  registered  under the  Securities Act and
applicable  state  securities  laws or an exemption  from such  registration  is
available.                                                                      

     (f) Legend. Such Purchaser acknowledges that a legend will be placed on the
certificate  or  instrument  evidencing  the Shares,  if any,  substantially  as
follows:                                                                        

     THE SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED OR
     QUALIFIED  UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED (THE  "SECURITIES
     ACT"),  OR  UNDER  ANY  STATE  SECURITIES  LAWS IN  RELIANCE  UPON  CERTAIN
     EXEMPTIONS FROM REGISTRATION AND  QUALIFICATION  PROVIDED IN THE SECURITIES
     ACT AND  THE  RULES  AND  REGULATIONS  THERETO  AND  THE  APPLICABLE  STATE
SECURITIES LAWS. ACCORDINGLY, IT MAY BE UNLAWFUL TO OFFER, SELL OR    

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     TRANSFER  THESE  SHARES  UNLESS  (1) THE SHARES  ARE  REGISTERED  UNDER THE
     SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR EXEMPTIONS THEREFROM
     ARE  AVAILABLE,  OR (2) THE  TRANSFEROR  PROVIDES  AN  OPINION  OF  COUNSEL
     SATISFACTORY  TO THE COMPANY THAT THE PROPOSED  OFFER SALE OR TRANSFER WILL
NOT VIOLATE THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAW.      

     (g) Investment Intent. Such Purchaser is acquiring the Shares hereunder for
investment,  solely for such  Purchaser's own account and not with a view to, or
for resale in connection with, the distribution or other disposition  thereof in
violation of applicable securities laws.                                        

     (h)  Accredited  Investor.  Such  Purchaser is an accredited  investor,  as
defined in Rule 501 promulgated under the Securities Act.                       

Section 7. Indemnification.                                           

     (a) Indemnification by the Seller. The Seller will indemnify the Purchasers
against and hold the Purchasers  harmless from any and all liabilities,  losses,
damages,  costs,  expenses (including  reasonable  attorneys' fees and expenses)
(collectively,  "Losses"),  that the Purchasers may suffer arising out of or due
to:                                                                             

          (i)  any  inaccuracy  or  breach  of any of  the  representations  and
     warranties of the Seller  contained in this Agreement or in any certificate
delivered hereunder; or                                               

          (ii) the  nonfulfillment  of any covenant,  undertaking,  agreement or
     other  obligation  of the  Seller  contained  in this  Agreement  or in any
certificate delivered hereunder.                                      

     (b)  Indemnification  by the Purchasers.  Each Purchaser will indemnify the
Seller  against  and hold the Seller  harmless  from any and all Losses that the
Seller may suffer arising out of or due to:                                     

          (i)  any  inaccuracy  or  breach  of any of  the  representations  and
     warranties  of  such  Purchaser  contained  in  this  Agreement  or in  any
certificate delivered hereunder;                                      

          (ii) the  nonfulfillment  of any covenant,  undertaking,  agreement or
     other  obligation of such  Purchaser  contained in this Agreement or in any
certificate delivered hereunder.                                      

     (c)  Survival.  This  Section  7  shall  survive  any  termination  of this
Agreement.                                                                      

     Section 8. Notices. All notices, requests, demands and other communications
to any party or given under this Agreement (collectively,  "Notices") will be in
writing and delivered personally,  by overnight courier or by registered mail to
the parties at the following  address or                                        

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sent by telecopier, with confirmation received, to the telecopy number specified
below (or at such other  address or telecopy  number as will be  specified  by a
party by like notice given at least five calendar days prior thereto):          

(i)   If to CHF, at:                                        

c/o Farallon Capital Management, LLC            
One Maritime Plaza                              
Suite 1325                                      
San Francisco, California 94111                 
Attn: Mark Wehrly                               

With a copy to:                                 

Richards Spears Kibbe & Orbe                    
One Chase Manhattan Plaza, 57th Floor           
New York, New York 10005                        
Attn: William Q. Orbe                           

(ii)  If to Makallon, at:                                   

c/o Makar Porperties, LLC                       
4100 MacArthur Boulevard                        
Suite 150                                       
Newport Beach, California 92660                 
Attn:  Samuel H. Weissbard                      

(iii) If to the Seller, at:                                 

CPH2, LLC                                       
c/o Wiley Rein & Fielding LLP                   
1776 K Street, N.W.                             
Washington, DC  20006-2304                      
Attn:  Brook Edinger                            

With a copy to:                                 

Capital Pacific Holdings, Inc.                  
4100 MacArthur Boulevard                        
Newport Beach, California  92660                
Attn:  Hadi Makarechian                         

All Notices will be deemed delivered when actually received. Each of the parties
will  hereafter  notify the other in  accordance  with this  Section 8(a) of any
change of address or telecopy number to which notice is required to be mailed.  

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     Section 9. Counterparts.  This Agreement may be executed  simultaneously in
one  or  more  counterparts,   and  by  different  parties  hereto  in  separate
counterparts, each of which when executed will be deemed an original, but all of
which taken together will constitute one and the same instrument.               

     Section  10.   Integration.   This  Agreement  and  the  other  Transaction
Agreements  contain and  constitute  the entire  agreement  of the parties  with
respect to the  subject  matter  hereof and  supersede  all prior  negotiations,
agreements and understandings, whether written or oral, of the parties hereto.  

     Section 11.  Interpretation.  As used in this Agreement,  references to the
singular will include the plural and vice versa and  references to the masculine
gender  will  include  the  feminine  and  neuter  genders  and vice  versa,  as
appropriate.  Unless  otherwise  expressly  provided in this Agreement:  (i) the
words  "hereof",  "herein" and "hereunder" and words of similar import when used
in this  Agreement  will  refer  to  this  Agreement  as a whole  and not to any
particular  provision of this Agreement and (ii) article,  section,  subsection,
schedule and exhibit  references are  references  with respect to this Agreement
unless  otherwise  specified.  References  in  this  Agreement  to  any  law  or
regulation  will refer to such laws and regulations as from time to time amended
and to any laws or regulations  successor thereto.  Unless the context otherwise
requires, the term "including" will mean "including, without limitation."       

     Section 12. Descriptive Headings. The headings in this Agreement and in the
schedules and exhibits hereto are included for convenience of reference only and
will not affect in any way the meaning or interpretation of this Agreement.     

     Section 13.  Incorporation  of Schedules  and  Exhibits.  The schedules and
exhibits hereto, if any, are incorporated into this Agreement and will be deemed
a part hereof as if set forth herein in full. References to "this Agreement" and
the words "herein", "hereof" and words of similar import refer to this Agreement
(including the schedules and exhibits,  if any) as an entirety.  In the event of
any  conflict  between the  provisions  of this  Agreement  and any  schedule or
exhibit, the provisions of this Agreement will control.                         

     Section 14.  Amendment  of  Agreement.  This  Agreement  may not be amended
except by an  instrument  in  writing  signed  on behalf of each of the  parties
hereto.                                                                         

     Section 15. Successors and Assigns. This Agreement will be binding upon and
inures to the benefit of and is  enforceable  by the  respective  successors and
permitted  assigns of the parties hereto.  This Agreement may not be assigned by
any party hereto without the prior written  consent of all other parties hereto.
Any assignment or attempted  assignment in contravention of this Section 15 will
be void ab initio and will not relieve  the  assigning  party of any  obligation
under this Agreement                                                            

     Section  16.  Extension;  Waiver.  At any time  prior to the  Closing,  the
parties hereto, may, to the extent legally allowed,  (i) extend the time for the
performance of any of the obligations or other acts of the other parties hereto,
(ii) waive any inaccuracies in the                                              

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representations  and warranties  contained  herein or in any document  delivered
pursuant  hereto  or  (iii)  waive  compliance  with  any of the  agreements  or
conditions  contained herein. Any agreement on the part of the parties hereto to
any such  extension  or  waiver  will be valid  only if set  forth in a  written
instrument signed on behalf of the parties.                                     

     Section  17.  No  Waiver;  Remedies.  No  failure  or delay by any party in
exercising any right,  power or privilege under this Agreement will operate as a
waiver of the right,  power or  privilege.  A single or partial  exercise of any
right, power or privilege will not preclude any other or further exercise of the
right,  power  or  privilege  or the  exercise  of any  other  right,  power  or
privilege. The rights and remedies provided in this Agreement will be cumulative
and not exclusive of any rights or remedies provided by law.                    

     Section 18. Severability.  If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of law, or public
policy,  all other conditions and provisions of this Agreement will nevertheless
remain in full force and effect so long as the  economic or legal  substance  of
the  transactions  contemplated  hereby is not affected in any manner adverse to
any party. Upon such  determination that any term or other provision is invalid,
illegal or incapable of being  enforced,  the parties  hereto will  negotiate in
good faith to modify this  Agreement so as to effect the original  intent of the
parties as  closely  as  possible  in an  acceptable  manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.          

     Section  19.  Governing  Law.  This  Agreement  will be  governed  by,  and
construed in accordance  with,  the laws of the State of Delaware  applicable to
contracts executed in and to be performed entirely within that state.           

     Section 20. No Third-Party Rights. This Agreement is not intended, and will
not be construed,  to create any rights in any parties other than the Seller and
the Purchasers.                                                                 

     Section 21. Submission to Jurisdiction.  Any lawsuit,  action or proceeding
with respect to this Agreement may only be brought in the courts of the State of
California  or of the  United  States of America  for the  Central  District  of
California,  and each of the Seller and the Purchasers hereby accepts for itself
and in respect of its property, generally and unconditionally,  the jurisdiction
of these courts. Each of the Seller and the Purchasers hereby irrevocably waives
any objection,  including,  without  limitation,  any objection to the laying of
venue or based on the  grounds  of  forum  non  conveniens,  which it may now or
hereafter  have to the bringing of any lawsuit,  action or  proceeding  in those
jurisdictions.  Each party  waives any right to a trial by jury in any  lawsuit,
action or proceeding to enforce or defend any right under this  Agreement or any
amendment,  instrument,  document or  agreement  delivered or to be delivered in
connection with this Agreement and agrees that any lawsuit, action or proceeding
will be tried before a court and not before a jury.                             

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     IN WITNESS WHEREOF,  the parties have executed and delivered this Agreement
as of the date first written above.                                             

Seller:               

CPH2, LLC             

    By:  /s/  Hadi Makarechian
               -------------------------------
       Name:  Hadi Makarechian
          Title:    Presiding Member

Purchasers:           

          California Housing Finance, L.P.

               By:  California Housing Finance, LLC,
           its General Partner

                By:  Farallon Capital Management, LLC,
   its Manager

 By:  /s/  Steve Millham
                 ---------------------------------
    Name:  Steve Millham
         Title:    Managing Member

Makallon, LLC         

        By:      Makar Properties, LLC
               its Managing Member

                        By:      Makar Holdings, LLC
                                 its Managing Member

                      By:  /s/  Paul Makarechian
                                   ---------------------------------
                        Name: Paul Makarechian
                        Title: Managing Member

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 Consent
 -------

     Each of the  undersigned  represents,  warrants  and  agrees  that  (i) the
undersigned are the sole members of CPH2, LLC and (ii) he or she (as applicable)
has read the  foregoing  Purchase  and Sale  Agreement  and hereby  consents (on
behalf of CPH2, LLC) to the foregoing Purchase and Sale Agreement and authorizes
Hadi  Makarechian as Presiding  Member to execute and deliver the same on behalf
of CPH2, LLC.                                                                   

     /s/  Hadi Makarechian
           ---------------------------
Hadi Makarechian

        /s/  Barbara Makarechian
           ---------------------------
   Barbara Makarechian

/s/  Dale Dowers
           ---------------------------
Dale Dowers     

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                                                                      SCHEDULE A
                                                                      ----------

Shares to be Purchased
----------------------

Purchaser                                                       Number of Shares
---------                                                       ----------------
California Housing Finance, L.P.                                         902,425
Makallon, LLC                                                            772,312
                                                                      ----------
                                                                       1,674,737

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                                                                      SCHEDULE B
                                                                      ----------

 Portion of Payment Amount
 -------------------------

Purchaser                                              Portion of Payment Amount
---------                                              -------------------------
California Housing Finance, L.P.         $3,994,217  plus the Net Escrow Balance
Makallon, LLC                                                         $5,305,783
                                                                      ----------
Total                                     $9,300,000 plus the Net Escrow Balance

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                                                                       EXHIBIT R
                                                                              to
                                                                    SCHEDULE 13D

                                                                [EXECUTION COPY]

CONVERSION AGREEMENT

     CONVERSION  AGREEMENT (the  "Agreement"),  dated as of December 5, 2002, by
and  among  CAPITAL  PACIFIC  HOLDINGS,   INC.,  a  Delaware   corporation  (the
"Company"),  CALIFORNIA  HOUSING FINANCE,  L.P., a Delaware limited  partnership
("CHF") and MAKALLON,  LLC, a Delaware limited liability company ("Makallon" and
together with CHF, the "Purchasers").                                           

R E C I T A L S:
- - - - - - - - 

     CPH2, LLC, a Delaware limited  liability  company  ("Seller") has agreed to
sell to CHF and to Makallon,  and CHF and Makallon  have agreed to purchase from
Seller,  all of Seller's right, title and interest in and to 1,674,737 shares of
voting Common Stock,  par value $0.10 per share, of the Company  ("Voting Common
Stock") as evidenced by a separate Purchase and Sale Agreement of even date (the
"CPH2,  LLC Sale  Agreement"),  conditioned  on the execution,  performance  and
delivery of this Agreement.                                                     

     Makallon  agrees to  exchange  772,312  shares of the Voting  Common  Stock
acquired  pursuant to the CPH2,  LLC Sale Agreement for the same number of newly
issued shares of  non-voting  Common  Stock,  par value $0.10 per share,  of the
Company  ("Non-Voting Common Stock" and such 772,312 shares of Non-Voting Common
Stock are referred to herein as the "2002 Non-Voting Stock").                   

     The Company and CHF entered into that certain Interest  Exchange  Agreement
dated  as  of  February  15,  2001  relating  to  certain   matters  (the  "2001
Agreement").                                                                    

     Seller and CHF now wish to enter  into this  Agreement  to provide  for the
exchange referred to above.                                                     

 A G R E E M E N T
 - - - - - - - - -

     In  consideration  of  the  premises  and  the  mutual  covenants  and  the
agreements  herein  set forth and other  good and  valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  the parties hereto,
intending to be legally bound, hereby agree as follows:                         

 ARTICLE I
 DEFINITIONS

     1.1. Definitions. As used in this Agreement, except as otherwise defined in
the Recitals hereto, the following terms shall have the following meanings (such
meanings to be equally  applicable  to both the singular and plural forms of the
terms defined):                                                                 

          "Acquired  Shares" means the  1,674,737  shares of Voting Common Stock
     transferred  by Seller to the  Purchasers  pursuant  to the CPH2,  LLC Sale
Agreement and                                                         

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     after  completion  of the  exchange  described  in Section  2.1 below shall
     include  the 2002  Non-Voting  Stock and  902,425  shares of Voting  Common
Stock.                                                                

      "Agreement and Release" has the meaning stated in the Stipulation.

          "Ancillary  Agreements" means the Simultaneous  Close Agreements,  the
     Escrow Agreement, the Stipulation, the Agreement and Release and such other
     agreements,  stock  powers and other  documents  as may be entered  into in
connection with the Transactions.                                     

          "Change of Control"  means such time as (i)  Permitted  Holders  shall
     cease  to own  in the  aggregate  for  any  reason  (whether  voluntary  or
     involuntary),  free and clear of all liens or other encumbrances,  at least
     51% of the  outstanding  shares of voting  stock of the  Company on a fully
     diluted basis;  (ii)  individuals who at the beginning of any period of two
     consecutive  calendar years  commencing after December 31, 2000 constituted
     the Board of  Directors  of the Company  (together  with any new  directors
     whose  election by the Board of Directors or whose  nomination for election
     by the Company's stockholders was approved by a vote of at least a majority
     of the  members of the Board of  Directors  then still in office who either
     were members of the Board of  Directors at the  beginning of such period or
     whose election or nomination for election was previously so approved) cease
     for any  reason to  constitute  a majority  of the  members of the Board of
     Directors  then  in  office;  or  (iii)  all  or  substantially  all of the
     Company's assets shall be sold,  leased,  conveyed or otherwise disposed of
     as an entirety or  substantially  as an entirety to any "person" or "group"
     (as such term is used in Sections  13(d) and 14(d) of the Exchange  Act) in
one or a series of transactions.                                      

      "Closing" has the meaning stated in Section 2.1 of this Agreement.

"Closing Date" means the date of the Closing.               

          "Common  Equity"  means,  with  respect  to any  Person,  all  shares,
     interests, participations, rights or other equivalents (however designated,
     whether  voting or non-voting)  in the equity (which  includes,  but is not
     limited  to,  common  stock,  membership  interests,  preferred  stock  and
     partnership  and joint venture  interests) of such Person that is generally
     entitled to (i) vote in the election of  directors of such Person,  or (ii)
     if such Person is not a corporation,  vote or otherwise  participate in the
     selection of the  governing  body,  partners,  managers or others that will
control the management and policies of such Person.                   

          "Common  Stock" means common stock,  both voting and  non-voting,  par
value $0.10 per share, of the Company.                                

          "CPH3, LLC" means the limited liability company of that name organized
in Delaware by Makarechian.                                           

          "Dowers Sale Agreement" means that certain Purchase and Sale Agreement
of even date between Dowers as Seller and CPH2, LLC as Purchaser.     

          "Equity Securities" means common stock,  preferred stock and any other
     capital  stock,  equity  interest  or other  ownership  interest  or profit
participation  or similar  right                                      

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     with respect to any entity, including,  without limitation, any partnership
     or membership  interest,  any stock appreciation,  phantom stock or similar
     right or plan, and any note or debt security having or containing equity or
     profit participation  features, or any option, warrant or other security or
     right which is directly or indirectly  convertible  into or  exercisable or
exchangeable for any other equity securities.                         

          "Exchange Act" means the Securities  Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.                 

          "Fundamental Transaction" means (i) any consolidation or merger of the
     Company,  (ii)  any  sale,  lease,  exchange,  or  other  transfer  (in one
     transaction or a series of related  transactions)  of all or  substantially
     all of the assets of the  Company,  (iii) any  transaction  resulting  in a
     Change  in  Control,  (iv)  any  liquidation  of the  Company,  or (v)  any
redemption by the Company of any Common Stock.                        

          "Governmental  Body"  means any  agency,  bureau,  commission,  court,
     department,   official,   political   subdivision,    tribunal   or   other
     instrumentality of any government,  whether federal, state, local, domestic
or foreign.                                                           

          "Permitted  Assignee"  has the  meaning  stated in Section 8.4 of this
Agreement.                                                            

          "Permitted  Holder"  means any of Hadi  Makarechian,  his  spouse  and
     immediate family members and/or any corporation,  limited liability company
     or  partnership  of which such persons  directly or indirectly  control not
     less than a majority of the aggregate voting power of all classes of Common
     Equity of such entity and/or any trust  controlled by or for the benefit of
     either Hadi  Makarechian,  his spouse and members of their immediate family
     but  excluding,  for the  avoidance  of doubt,  Makallon,  LLC,  a Delaware
limited liability company.                                            

          "Person" means an individual, a corporation,  a partnership, a limited
     liability  company,  an  association,  a  trust  or  any  other  entity  or
organization, including, without limitation, a Governmental Body.     

"Principal Shareholders" means CPH2, LLC and CPH3, LLC.     

          "Real  Property"  means all real  property  interests,  other  than as
     lessee, together with all tenements,  hereditaments,  easements,  rights of
     way,  privileges and  appurtenances to those interests and improvements and
fixtures on or to those interests.                                    

          "Registration   Rights   Agreement"  means  the  Registration   Rights
     Agreement  dated  October 1, 1997 by and  between  the  Company and CHF, as
amended by Section 2.3(b) of the 2001 Agreement.                      

          "Securities Act" means the Securities Act of 1933, as amended,  or any
     similar  federal  statute,  and  the  rules  and  regulations   promulgated
thereunder, all, as the same shall be in effect at the time.          

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          "Simultaneous Close Agreements" means the CPH2, LLC Sale Agreement and
the Dowers Sale Agreement.                                            

          "Stipulation"  means  a  Stipulation  of  Settlement  relating  to the
     proceeding  in the  Superior  Court of the State of  California,  County of
Orange County, Case No. 01CC06121.                                    

          "Transactions"  shall  mean  the  transactions   contemplated  by  the
     Simultaneous Close Agreements,  the Stipulation,  the Agreement and Release
and this Agreement.                                                   

ARTICLE II
EXCHANGE

     2.1.  Exchange.  Immediately  upon  Makallon's  acquisition of the Acquired
Shares pursuant to the CPH2, LLC Sale Agreement,  (i) Makallon shall transfer to
the Company all of Makallon's right, title and interest in and to 772,312 shares
of Acquired Shares, (ii) the Company shall retain such shares as treasury stock,
and (iii) the Company  shall issue to Makallon  the 2002  Non-Voting  Stock (the
"Closing").                                                                     

     2.2. Registration.  The Acquired Shares shall be deemed "Registrable Stock"
under  the terms of the  Registration  Rights  Agreement.  Any  Acquired  Shares
transferred  to  any  Permitted   Assignee  of  either   Puchaser's  rights  and
obligations under this Agreement shall continue to be deemed "Registrable Stock"
under the terms of the Registration Rights Agreement and each Purchaser and such
Permitted  Assignee shall  collectively be deemed to be, and have all the rights
and obligations of, the "Purchaser"  under the terms of the Registration  Rights
Agreement.  For  avoidance  of doubt,  the total  number of demand  registration
rights under the Registration Rights Agreement shall not be changed by inclusion
of the Acquired Shares as Registrable Stock or by any assignment of any of CHF's
or Makallon's rights hereunder.                                                 

     2.3. Rights Under 2001 Agreement. Each of the Company, Seller and CPH3, LLC
hereby agrees and  acknowledges  that Makallon  shall be deemed to have the same
rights and obligations as CHF under Section 6.6 of the 2001 Agreement.          

     2.4.  Conditional  Conversion of 2002 Non-Voting Stock. In consideration of
Makallon's agreement to accept the 2002 Non-Voting Stock:                       

          (a) the Company  shall  (immediately  upon such sale) convert all 2002
     Non-Voting  Stock  to be sold by  Makallon  under  Section  6.6 of the 2001
     Agreement to Voting  Common Stock of the Company in the event that both (i)
     the Principal Shareholders are selling more than fifty percent (50%) of the
     outstanding  Voting Common Stock collectively owned by such entities in one
     or a series of  transactions  to which  Section  6.6 of the 2001  Agreement
     applies,  and (ii) (x) either  Purchaser  exercises its right under Section
     6.6 of the 2001  Agreement  to  participate  in such sale by the  Principal
     Shareholders or (y) either  Purchaser  issues an Offer Notice under Section
     6.6  of  the  2001  Agreement  and  the  Principal  Shareholders  elect  to
participate in such sale.                                             

          (b) the Company shall immediately convert all 2002 Non-Voting Stock to
Voting Common Stock of the Company upon any Change of Control.        

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          (c) the Company  hereby  covenants and agrees that in any  Fundamental
     Transaction  the  Non-Voting  Common  Stock of the  Company  shall  receive
     treatment,  including, without limitation, the receipt of consideration and
     any other economic benefits (but excluding the provision of voting rights),
     identical  to the  treatment  of the Voting  Common  Stock of the  Company;
     provided,  that conversion of 2002 Non-Voting  Stock to Voting Common Stock
     under  either  Section  2.4(a)  or (b)  shall  not  satisfy  the  Company's
     obligations  under this Section  2.4(c) unless such  conversion is effected
     prior to the consummation of such Fundamental Transaction and the treatment
     of such converted  Voting Common Stock in such  Fundamental  Transaction is
     identical to the treatment of the other Voting Common Stock of the Company.

 ARTICLE III
 CONDITIONS TO CLOSING

     3.1.  Conditions to Makallon's  Obligations.  The  obligations  of Makallon
under this  Agreement are subject to the  satisfaction  of each of the following
conditions, unless waived by Makallon in writing, at or before the Closing:     

          (a) Representations and Warranties. The representations and warranties
     of the Company contained in this Agreement and in the Ancillary  Agreements
     shall be true and correct in all material  respects when made, and shall be
     true and  correct  on the  Closing  Date with the same  force and effect as
though made on and as of the Closing Date.                            

          (b)  Performance of  Agreements.  The Company shall have performed and
     complied in all material respects with all of its obligations and covenants
     contained in this Agreement,  including its delivery  obligations set forth
     in Section 2.1 and in the Ancillary  Agreements required to be performed or
complied with by the Company at or before the Closing.                

          (c) Simultaneous Close Agreements.  The Purchasers shall have received
     the  following,  in each case duly  executed  and  delivered by all parties
thereto:                                                              

(i) the Escrow Agreement;                         

(ii) the CPH2, LLC Sale Agreement;                

(iii) the Dowers Sale Agreement                   

          (d) Conditions  precedent.  The conditions to the respective  parties'
     obligations  to close the  Simultaneous  Close  Agreements  shall have been
     satisfied and the Closings  thereunder shall occur  simultaneously with the
Closing hereunder.                                                    

          (e) Effective  Date.  The conditions to the Effective Date (as defined
     in the Stipulation)  set forth in Section VI.9.1 of the Stipulation  (other
than the Closing hereunder) shall have occurred.                      

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     3.2 Conditions to the Company's Obligations. The obligations of the Company
under this  Agreement are subject to the  satisfaction  of each of the following
conditions, unless waived by the Company in writing, at or before the Closing:  

          (a) Representations and Warranties. The representations and warranties
     of the  Purchasers  contained  in  this  Agreement  and  in  the  Ancillary
     Agreements  shall be true and correct in all material  respects  when made,
     and shall be true and correct on the  Closing  Date with the same force and
effect as though made on and as of the Closing Date.                  

          (b) Performance of Agreements. Each Purchaser shall have performed and
     complied in all material respects with all of its obligations and covenants
     contained in this Agreement,  including its delivery  obligations set forth
     in Section 2.1(a), and in the Ancillary Agreements required to be performed
or complied with by such Purchaser at or before the Closing.          

          (c) Simultaneous Close Agreements. The Company shall have received the
     Simultaneous  Close  Agreements  duly executed and delivered by all parties
thereto.                                                              

          (d) Conditions  Precedent.  The conditions to the respective  parties'
     obligations  to close the  Simultaneous  Close  Agreements  shall have been
     satisfied and the Closing  thereunder shall occur  simultaneously  with the
Closing hereunder.                                                    

          (e) Effective  Date.  The conditions to the Effective Date (as defined
     in the Stipulation)  set forth in Section VI.9.1 of the Stipulation  (other
than the Closing hereunder) shall have occurred.                      

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

     4.1.  Representations and Warranties of the Company. The Company represents
and  warrants to the  Purchasers  as of the date hereof and as of the Closing as
follows:                                                                        

          (a)  Authority  and  Enforceability.  All  actions  on the part of the
     Company  necessary  for the  authorization,  execution and delivery of this
     Agreement and each of the  Ancillary  Agreements to which it is a party and
     for the consummation of the Transactions, have been duly and validly taken.
     This Agreement and each of the Ancillary  Agreements to which it is a party
     have been duly executed and delivered by the Company,  and  constitute  the
     valid and legally binding obligations of the Company enforceable against it
in accordance with their terms.                                       

          (b) Organization of the Company. The Company is (i) a corporation duly
     organized,  validly  existing  and in good  standing  under the laws of the
     State of Delaware, (ii) is duly qualified to transact business in the State
     of California  and in each other  jurisdiction  in which  qualification  is
     required  to own,  lease  or  license  its  properties  or to  carry on its
     business,  and  (iii)  has all  necessary  corporate  or  other  power  and
     authority  to own its  properties,  to carry on its business and to execute
and deliver this Agreement and                                        

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     each of the  Ancillary  Agreements to which it is a party and to consummate
the Transactions.                                                     

          (c) Contravention.  Neither the execution, delivery and performance of
     this  Agreement or any  Ancillary  Agreement to which it is a party nor the
     consummation of the  Transactions  will (with or without notice or lapse of
     time or both) (a) conflict  with or breach any  provision of the  Company's
     governing  documents,  (b) violate any law, rule or regulation by which the
     Company or any of its properties may be bound or affected,  or (c) conflict
     with or result in a default under any material  contract or other  material
     agreement  to  which  the  Company  is a party or by which it or any of its
properties may be bound or affected.                                  

          (d) Approvals. No authorization, consent, order or approval of, notice
     to or registration or filing with, or any other action by any  Governmental
     Body or other Person is required or advisable  in  connection  with (i) the
     due  execution  and  delivery  by the  Company  of  this  Agreement  or any
     Ancillary  Agreement to which it is a party, or (ii) the performance by the
     Company of its obligations  under any Ancillary  Agreement to which it is a
     party,  except any such filing or notice as shall have been made within the
applicable period required by applicable law or regulation.           

          (e)  Capitalization.  The  authorized  capital  stock  of the  Company
     consists of 30,000,000  shares of Voting Common Stock,  5,000,000 shares of
     non-designated  Preferred Stock, and 30,000,000 shares of Non-Voting Common
     Stock, of which, prior to the consummation of the exchange  contemplated by
     Section 2.1 hereof,  13,679,362 shares of Voting Common Stock and 1,235,000
     shares of  Non-Voting  Common Stock are issued and  outstanding.  As of the
     Closing,  except as set forth  above,  and  except as the result of the (i)
     exercise of  employee  stock  options set forth on Schedule  5.1(e) or (ii)
     stock  repurchases  made in the ordinary  course of  business,  the Company
     shall not have any  Equity  Securities  issued and  outstanding.  As of the
     Closing,  (A) the Company is not subject to any  obligation  (contingent or
     otherwise) to  repurchase or otherwise  acquire or retire any of its Equity
     Securities,  and (B) all of the outstanding  shares of the Company's Equity
     Securities  including without limitation the 2002 Non-Voting Stock shall be
     validly issued,  fully paid and  non-assessable.  There are no statutory or
     contractual  preemptive  rights or rights of refusal in favor of any Person
     other than CHF or any Affiliate with respect to any of the Company's Common
     Stock.  The Non-Voting  Common Stock has rights and privileges  that are in
     every way identical to those of the Voting  Common  Stock,  except that the
     Non-Voting  Common  Stock  does not have the  right to vote  except  to the
 extent provided in the Company's charter or by-laws or provided by law.

     4.2.  Representations  and  Warranties of the  Purchasers.  Each  Purchaser
severally for itself only  represents and warrants to the Company as of the date
hereof and as of the Closing as follows:                                        

          (a) Power.  It has the authority to execute and deliver this Agreement
     and each other  Ancillary  Agreement to which it is a party, to perform its
obligations                                                           

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     hereunder and thereunder and to consummate  the  transactions  contemplated
hereby and thereby.                                                   

          (b) Binding  Effect.  This Agreement and each  Ancillary  Agreement to
     which it is a party  has been duly  executed  and  delivered  by it, is its
     legal,  valid and binding obligation  enforceable  against it in accordance
with its terms.                                                       

          (c) Contravention.  Neither the execution, delivery and performance of
     this Agreement or any Ancillary  Agreement to which it is a party,  nor the
     consummation of the  Transactions  will (with or without notice or lapse of
     time or both) (a) violate any law, rule or regulation by which it or any of
     its properties may be bound or affected,  or (b) conflict with or result in
     a default under any material contract or other material  agreement to which
     it is a party  or by  which  it or any of its  properties  may be  bound or
affected.                                                             

          (d) Approvals. No authorization, consent, order or approval of, notice
     to or registration or filing with, or any other action by any  governmental
     authority or other Person is required or advisable in  connection  with (i)
     the due  execution  and delivery by it of this  Agreement or any  Ancillary
     Agreement  to  which it is a party,  or (ii) the  performance  by it of its
     obligations under this Agreement or any Ancillary  Agreement to which it is
a party.                                                              

          (e) No Registration  Under Securities Act. Such Purchaser  understands
     and  acknowledges  that the Acquired Shares have not been registered  under
     the Securities Act or any state securities laws. Such Purchaser understands
     that the  Acquired  Shares  cannot  be sold  unless  they are  subsequently
     registered under the Securities Act and applicable state securities laws or
an exemption from such registration is available.                     

          (f) Legend.  Such Purchaser  acknowledges that a legend will be placed
     on the certificate or instrument  evidencing the Acquired  Shares,  if any,
substantially as follows:                                             

          THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR
          QUALIFIED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE "1933
          ACT"),  OR UNDER ANY STATE  SECURITIES  LAWS IN RELIANCE  UPON CERTAIN
          EXEMPTIONS FROM  REGISTRATION AND  QUALIFICATION  PROVIDED IN THE 1933
          ACT AND THE RULES AND  REGULATIONS  THERETO AND THE  APPLICABLE  STATE
          SECURITIES  LAWS.  ACCORDINGLY,  IT MAY BE UNLAWFUL TO OFFER,  SELL OR
          TRANSFER THESE SHARES UNLESS (1) THE SHARES ARE  REGISTERED  UNDER THE
          1933 ACT AND APPLICABLE STATE SECURITIES LAWS OR EXEMPTIONS  THEREFROM
          ARE AVAILABLE,  OR (2) THE  TRANSFEROR  PROVIDES AN OPINION OF COUNSEL
          SATISFACTORY  TO THE COMPANY THAT THE PROPOSED  OFFER SALE OR TRANSFER
         WILL NOT VIOLATE THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAW.

          (g) Investment Intent. Such Purchaser is acquiring the Acquired Shares
     for  investment,  solely for its own account and not with a view to, or for
resale in connection                                                  

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     with,  the  distribution  or other  disposition  thereof  in  violation  of
applicable securities laws.                                           

          (h) Accredited Investor.  Such Purchaser is an accredited investor, as
defined in Rule 501 promulgated under the Securities Act.             

 ARTICLE V
 TERMINATION

     5.1. Termination. This Agreement may be terminated at any time prior to the
Closing by:                                                                     

     (a) the mutual written consent of the Company and the Purchasers;

          (b)  Makallon,  if the  conditions  set forth in Section 3.1 shall not
     have been satisfied by the Expiration Date (as defined in the Stipulation),
     unless the failure of such condition is the result of a material  breach of
this Agreement or any Ancillary Agreement by Makallon;                

          (c) The Company,  if the conditions set forth in Section 3.2 shall not
     have been  satisfied  by the  Expiration  Date,  unless the failure of such
     condition  is the  result of a  material  breach of this  Agreement  or any
Ancillary Agreement by the Company; and                               

          (d) Either  Purchaser  or the Company if any  Governmental  Body shall
     have  issued  an  order,  decree  or  ruling  or  taken  any  other  action
restraining, enjoining or otherwise prohibiting the Transactions.     

     5.2.  Effect  of  Termination.  In the  event  of the  termination  of this
Agreement  pursuant to Section 5.1 hereof,  such  termination  shall be the sole
remedy,  and (a) this Agreement shall forthwith become void, and (b) there shall
be no  liability  on the part of the  Company  or  either  Purchaser;  provided,
however, that if such termination shall result from the breach by a party hereto
of any of its obligations under this Agreement, such party shall be fully liable
for any and all damages  sustained  or incurred by the other party  hereto,  its
affiliates  or any of the  representatives  of any of  them  as a  result  of or
arising  from such  breach and such other  party  shall be  entitled to seek any
remedies available to its at law or in equity.                                  

     5.3.  Expenses.  Each of the  parties  hereto  will  bear its own legal and
accounting charges and other expenses arising from the negotiation,  preparation
and execution of this Agreement and the Ancillary Agreements .                  

     5.4 Transfer  Taxes.  If there should be any stock transfer taxes, or sales
or use taxes  (excluding  any income  taxes),  filing fees,  recording  charges,
registration costs or expenses directly or indirectly attributable to or arising
out of the exchange of interests  and other  transactions  contemplated  by this
Agreement  or the CPH2,  LLC Sale  Agreement  ("Transfer  Taxes")  payable,  the
Company will be responsible for filing any tax returns  relating  thereto,  with
the assistance of the Purchasers,  and complying with any procedures required in
connection  with all Transfer  Taxes  resulting  therefrom.  The Company and the
Purchasers will each pay one-half of any such Transfer Taxes due.               

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ARTICLE VI
 INDEMNIFICATION

6.1 Indemnification                                                   

     (a)  Indemnification  by  the  Company.  The  Company  will  indemnify  the
Purchasers   against  and  hold  the  Purchasers   harmless  from  any  and  all
liabilities,  losses,  damages, costs, expenses (including reasonable attorneys'
fees and expenses)  (collectively,  "Losses"),  that the  Purchasers  may suffer
arising out of or due to:                                                       

               (i) any  inaccuracy or breach of any of the  representations  and
          warranties  of the  Company  contained  in  this  Agreement  or in any
certificate delivered hereunder; or                         

               (ii) the nonfulfillment of any covenant,  undertaking,  agreement
          or other  obligation of the Company  contained in this Agreement or in
any certificate delivered hereunder.                        

     (b)  Indemnification  by the Purchasers.  Each Purchaser will indemnify the
Company  against and hold each of them harmless from any and all Losses that the
Company may suffer arising out of or due to:                                    

               (i) any  inaccuracy or breach of any of the  representations  and
          warranties  of such  Purchaser  contained in this  Agreement or in any
certificate delivered hereunder;                            

               (ii) the nonfulfillment of any covenant,  undertaking,  agreement
          or other  obligation of such Purchaser  contained in this Agreement or
in any certificate delivered hereunder.                     

 ARTICLE VII
GENERAL PROVISIONS

     7.1.  Entire  Agreement;   Amendment.  This  Agreement  and  the  Ancillary
Agreements,   together  with  all  exhibits   hereto,   sets  forth  the  entire
understanding  of  the  parties,   and  supersede  all  prior  arrangements  and
communications,  whether  oral or written,  with  respect to the subject  matter
hereof.                                                                         

     7.2.  Severability.  The invalidity or  unenforceability  of any particular
provision  of this  Agreement  shall not  affect  the other  provisions  of this
Agreement,  and this  Agreement  shall be  construed  in all  respects as if the
invalid or unenforceable provision were omitted.                                

     7.3. Notices. All notices, demands and communications hereunder shall be in
writing and shall be deemed to be duly given upon personal  delivery or five (5)
days after being mailed from the State of  California by registered or certified
United States mail, postage pre-paid, return receipt requested, addressed to the
parties at the addresses herein set forth, or at such other address as any party
shall have furnished to the other parties in writing:                           

If to the Company:              Capital Pacific Holdings, Inc.                  

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        4100 MacArthur Boulevard
        Newport Beach, CA  92660
                       Attn: President and Chief Legal Officer

If to the CHF:                  c/o Farallon Capital Management, L.L.C.         
  One Maritime Plaza
Suite 1325      
        San Francisco, CA  94111
                        Attn: Stephen L. Millham and Mark Wehrly

with a copy (not                Richards Spears Kibbe & Orbe                    
constituting notice)            One Chase Manhattan Plaza                       
   New York, NY  10005
           Attn: William Q. Orbe, Esq.

If to Makallon:                 c/o Makar Properties, LLC                       
        4100 MacArthur Boulevard
Suite 150       
               Newport Beach, California 92660
          Attn:  Samuel H. Weissbard

     8.4.  Assignment.  This Agreement shall not be assignable by the Company or
either  Purchaser,  except that each  Purchaser  shall have the right by written
notice to the Company to assign its rights and  delegate its  obligations  under
this  Agreement  and  the  Ancillary   Agreements  to  any  Permitted  Assignee.
"Permitted  Assignee"  means either (a) Makallon or (b) any other entity that is
majority owned by, or that controls, is controlled by or is under common control
with, CHF or its majority equity owners;  provided,  that CHF in connection with
any  delegation  of any duties to any  entity  under  this  clause (b)  provides
assurances of the assignee's financial capacity acceptable to the Company in its
sole discretion.  Each of the Company, CPH2, LLC and CPH3, LLC hereby agrees and
acknowledges  (1) that any Permitted  Assignee to which any Purchaser  transfers
any of the  Acquired  Shares under this Section 8.4 shall also be deemed to have
the same rights and  obligations  as CHF under Section 6.6 of the 2001 Agreement
and (2) that any transfer of, or any proposal to transfer,  Acquired Shares to a
Permitted Assignee shall not constitute an "Offer" under Section 6.6 of the 2001
Agreement.  This Agreement,  the Ancillary  Agreements and all of the provisions
hereof and thereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns.                   

     8.5.  Governing Law and Venue. This Agreement rights and obligations of the
parties  hereunder  shall be governed by and  construed in  accordance  with the
internal laws, but not the laws pertaining to conflict or choice of laws, of the
State of California.  The exclusive  forum for the  determination  of any action
relating to this Agreement shall be either an appropriate  court of the State of
California  in Orange  County or the  appropriate  court of the United States in
Orange County, California.                                                      

     8.6.  Attorneys'  Fees. If either party to this Agreement  brings an action
against the other party to interpret or enforce this  Agreement  the  prevailing
party shall be entitled to recover                                              

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its costs and expenses,  including without limitation  attorneys' fees and costs
actually and reasonably  incurred in connection with such action,  including any
appeal of such action.                                                          

     8.7. No Waiver.  No waiver of any provision of this Agreement or any rights
or obligations of any party hereunder  shall be effective,  except pursuant to a
written  instrument signed by the party or parties waiving  compliance,  and any
such  waiver  shall  be  effective  only in the  specific  instance  and for the
specific purpose stated in such writing.                                        

     8.8. Cooperation and Further Assurances.  The parties shall fully cooperate
with each other in good faith to execute any and all reasonable documents and to
perform  all  actions   reasonably   necessary  or  appropriate  to  effect  the
consummation of the transactions  contemplated by this Agreement, both before or
after the Closing.                                                              

     8.9.  Captions and  References to Articles and Sections.  The titles of the
articles and sections to this Agreement are for  convenience  only and are not a
part of this  Agreement  and do not in any way limit,  amplify or explain any of
the provisions of this Agreement.  All uses of the words "Article" and "Section"
in this  Agreement are  references  to articles and sections of this  Agreement,
unless otherwise specified.                                                     

     8.10. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument.                                                    

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     IN WITNESS WHEREOF,  each of the parties hereto has executed this Agreement
as of the date first written above.                                             

                  CAPITAL PACIFIC HOLDINGS, INC.

            By: /s/ Hadi Makarechian
                           ---------------------------------
                  Name:   Hadi Makarechian
           Title:  President

 MAKALLON, LLC

                   By:      Makar Properties, LLC,
                         its Managing Member

                 By:      Makar Holdings, LLC,
                         its Managing Member

             By:  /s/ Paul Makarechian
                           ---------------------------------
                  Name:   Paul Makarechian
                 Title:  Managing Member

                    CALIFORNIA HOUSING FINANCE, L.P.

                               By:      California Housing Finance L.L.C.,
                         its General Partner

                                 By:      Farallon Capital Management, L.L.C.,
                 its Manager

                By:  /s/  Stephen L. Millham
                             ---------------------------------
                      Name:   Stephen L. Millham
                   Title:  Managing Member

     The  undersigned  entities  are  executing  this  Agreement  solely for the
purposes set forth in Sections 2.3 and 8.4.                                     

CPH2, LLC   

               By:   /s/  Hadi Makarechian
                             ---------------------------------
                    Name:   Hadi Makarechian
                    Title:  Presiding Member

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CPH3, LLC   

               By:   /s/  Hadi Makarechian
                             ---------------------------------
                    Name:   Hadi Makarechian
                    Title:  Presiding Member

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 Schedule 5.1(e)
 ---------------

EMPLOYEE STOCK OPTIONS

Amount                   Exercise Price                         
------                   --------------                         

64,833                        $2.75                             

76,166                        $1.875                            

73,333                        $2.50                             

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		12/6/02		25		30
		12/5/02		1		46
		11/30/02		1					10-Q
		11/25/02		15
		10/15/02		21					10-Q
		8/31/02		21					10-Q
		2/16/01		21					SC 13D/A
		2/15/01		20		46
		1/22/01		26					SC 13G
		12/31/00		47					13F-HR,  13F-HR/A
		1/18/00		26					SC 13D/A
		2/9/99		26
		1/20/98		25
		10/9/97		21					SC 13D/A
		10/1/97		20		48
		9/30/97		15					SC 13D,  SC 13D/A
									List all Filings