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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. _5__)*

 

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      If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [   ].

      Check the following box if a fee is being paid with the statement [   ].

(A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1: and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.)

      NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.

* 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).

(continued on following pages)
(Page 1 of 11)

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STATEMENT ON SCHEDULE 13D/A
	Item 1. Security and Issuer
	Item 2. Identify and Background
	Item 3. Source and Amount of Funds or Other Consideration
	Item 4. Purpose of Transactions
	Item 5. Interest in Securities of the Issuer
	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 7. Material to be Filed as Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 4

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CUSIP No. 14040M104		SCHEDULE 13D		Page 2 of 11 Pages

1		Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person CPH2, LLC
2		Check the Appropriate Box if a Member of a Group*						(a)    [X]
								(b)    [   ]
3		SEC Use Only
4		Source of Funds* N/A
5		Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e)						[   ]
6		Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power 2,438,920
				8		Shared Voting Power 0
				9		Sole Dispositive Power 2,438,920
				10		Shared Dispositive Power 0
11		Aggregate Amount Beneficially Owned by Each Reporting Person 2,438,920
12		Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares*						[   ]
13		Percent of Class Represented by Amount in Row 11 18.9%
14		Type of Reporting Person* OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDING BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

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CUSIP No. 14040M104		SCHEDULE 13D		Page 3 of 11 Pages

1		Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person CPH3, LLC
2		Check the Appropriate Box if a Member of a Group*						(a)    [X]
								(b)    [   ]
3		SEC Use Only
4		Source of Funds* N/A
5		Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e)						[   ]
6		Citizenship or Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power 4,640,694
				8		Shared Voting Power
				9		Sole Dispositive Power 4,640,694
				10		Shared Dispositive Power
11		Aggregate Amount Beneficially Owned by Each Reporting Person 4,640,694
12		Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares*						[   ]
13		Percent of Class Represented by Amount in Row 11 36.0%
14		Type of Reporting Person* OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDING BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

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CUSIP No. 14040M104		SCHEDULE 13D		Page 4 of 11 Pages

1		Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person HADI MAKARECHIAN
2		Check the Appropriate Box if a Member of a Group*						(a)    [X]
								(b)    [   ]
3		SEC Use Only
4		Source of Funds*        N/A
5		Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e)						[   ]
6		Citizenship or Place of Organization United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power 4,640,694
				8		Shared Voting Power 2,438,920
				9		Sole Dispositive Power 4,640,694
				10		Shared Dispositive Power 2,438,920
11		Aggregate Amount Beneficially Owned by Each Reporting Person 7,079,614
12		Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares*						[   ]
13		Percent of Class Represented by Amount in Row 11 54.9%
14		Type of Reporting Person* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDING BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

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CUSIP No. 14040M104		SCHEDULE 13D		Page 5 of 11 Pages

1		Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person BARBARA MAKARECHIAN
2		Check the Appropriate Box if a Member of a Group*						(a)    [X]
								(b)    [   ]
3		SEC Use Only
4		Source of Funds*		N/A
5		Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e)						[   ]
6		Citizenship or Place of Organization United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		Sole Voting Power
				8		Shared Voting Power 2,438,920
				9		Sole Dispositive Power
				10		Shared Dispositive Power 2,438,920
11		Aggregate Amount Beneficially Owned by Each Reporting Person 2,438,920
12		Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares*						[   ]
13		Percent of Class Represented by Amount in Row 11 18.9%
14		Type of Reporting Person* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDING BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

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STATEMENT ON SCHEDULE 13D/A

Item 1. Security and Issuer

     The title of the class of equity securities to which this Amendment to Schedule 13D (the “Schedule 13D/A”) relates is Common Stock, $0.10 par value (the “Common Stock”), of Capital Pacific Holdings, Inc., a Delaware corporation (the “Company” or “CPH”). The address of the Company’s principal executive offices is 4100 MacArthur Boulevard, Suite 200, Newport Beach, California 92660.

Item 2. Identify and Background

     Item 2 of the Schedule 13D/A is amended and updated as follows:

     (a)  This 13D/A is filed by Hadi Makarechian (“Makarechian”), CPH2 LLC, a Delaware limited liability company (“CPH2”), CPH3, LLC, a Delaware limited liability company (“CPH3”), and Barbara A. Makarechian (the “Reporting Persons”). The Reporting Persons and Dale Dowers (“Dowers”), who was a member of CPH2 until April 15, 2003, originally filed a Schedule 13D (the “Original Schedule 13D”) on January 10, 1995 which was amended by Amendment No. 1 filed on September 30, 1997, Amendment No. 2 on October 10, 1997, Amendment No. 3 on December 9, 2002, and Amendment No. 4 on December 10, 2002.

     (b)  The business address of CPH2 and CPH3 is 1776 K Street, N.W., Washington, D.C. 20006, Attention: Brook A. Edinger. The business address of Hadi Makarechian and Barbara A. Makarechian is 4100 MacArthur Boulevard, Suite 200, Newport Beach, California 92660.

     (c)  The principal business of CPH2 and CPH3 is to act as a holding company through which its members hold their shares of Common Stock of CPH. Hadi Makarechian is the Chairman of the Board and Chief Executive Officer of CPH and the Chairman and CEO of CPH2 and the Sole Member and Presiding Member of CPH3. Barbara A. Makarechian is a member of CPH2.

     (d)  - (e) During the five year period prior to the filing of the Original Schedule 13D and during the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a 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)  Each of Hadi Makarechian and Barbara A. Makarechian is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration

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     Item 3 of the Schedule 13D is amended and updated as follows:

     As stated in Item 4 below, all of the funds necessary to fund the transactions in the Dowers Sale Agreement (as defined in Item 4 below) are to be obtained from the proceeds of closing under the CPH2 Sale Agreement (as defined in Item 4 below). Accordingly, no financing is required for such transactions.

Item 4. Purpose of Transactions

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

     On December 5, 2002, CPH2, Makallon, LLC (“Makallon”) and California Housing Finance, L.P. (the “Partnership”) 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 a total of 1,674,737 shares of common stock of CPH (“Shares”). The transaction was consummated on April 15, 2003 and as a result the Partnership acquired 902,425 Shares and Makallon acquired 772,312 Shares and CPH2’s holdings in the Company declined by 1,674,737 Shares.

     In addition, on December 5, 2002, CPH2 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 to CPH2 and releasing all of his claims against the other Stipulation Parties (as defined below), Dowers received from CPH2 approximately $11.3 Million (the “Dowers Settlement Consideration”) consisting of $9.3 Million plus $2 Million (the “Escrow Amount”) placed into an escrow account pending the closing under the CPH2 Sale Agreement (less amount spent by CPH in printing and delivering notice of the settlement of the Action (as defined below) to its shareholders and plus the earnings on such Escrow Amount). A portion of the Dowers Settlement Consideration includes contingency-based fees owed by Dowers to Dowers’ counsel. In addition, CPH2 paid $200,000 directly to Dowers’ counsel (the “Counsel Payment”). The Counsel Payment and the Dowers Settlement Consideration were paid entirely from the proceeds of the closing under the CPH2 Sale Agreement, that is, were paid by the Partnership and Makallon.

     On December 5, 2002, the Company, CPH2, CPH3, the Partnership, and Makallon entered into a Conversion Agreement (the “Conversion Agreement”). Pursuant to the Conversion Agreement, Makallon has exchanged the 772,312 Shares of Voting Common Stock it has purchased from CPH2 for newly issued, Non-Voting Common Stock. Under the Conversion Agreement, the Company has agreed to exchange the Shares of Non-Voting Common Stock to be owned by Makallon 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 acquired 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

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“Exchange Agreement”). The exchange contemplated by the Conversion Agreement was consummated on April 15, 2003 and as a result Makallon is the owner of 772,312 shares of Non-Voting Common Stock of the Company.

     Immediately prior to the consummation of the transactions contemplated by the CPH2 Sale Agreement, Dowers and Makarechian entered into an amendment (the “Amendment”) to the Limited Liability Company Agreement of CPH2 pursuant to which 100% of the gain arising from such transactions is allocated to Dowers. The Amendment reflects that the substance of the CPH2 Sale Agreement and the Dowers Sale Agreement is that (1) CPH2 distributed 1,674,737 Shares to Dowers, (2) Dowers sold the Shares to the Partnership and Makallon, (3) Dowers simultaneously released the Company, CPH2, CPH3, the Partnership, Makallon and others from claims brought or which could have been brought in certain litigation (described below), (4) Makallon converted the Shares it purchased to Non-Voting Common Stock (described below), and (5) all of the gain associated with the transactions was allocated to Dowers for tax and other purposes.

     The CPH2 Sale Agreement, the Dowers Sale Agreement and the Conversion Agreement were entered into pursuant to that certain Stipulation of Settlement dated as of December 5, 2002 (the “Stipulation”) among the Partnership and certain persons and entities related thereto, CPH, Hadi Makarechian and certain of the Company’s other directors, Capital Pacific Holdings, LLC, CPH2, CPH3, Makallon, Paul Makarechian, Makar Properties, LLC and Dowers (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 and was preliminarily approved on December 5, 2002. The settlement set forth in the Stipulation includes, among other things, releases granted by the plaintiff and the defendants in the Action and by CPH2, CPH3, CPH and Capital Pacific Holdings, LLC; CPH’s agreement to institute new corporate governance provisions; and certain other contemplated transactions, including the CPH2 Sale Agreement and the Dowers Sale Agreement. The final approval of the Settlement was issued by the Court on February 3, 2003.

     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.

     This 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 “5” to the Schedule 13D/A filed by the Reporting Persons on or about December 9, 2002. The CPH2 Sale Agreement and the Conversion Agreement were filed as filed as Exhibits “Q” and “R”, respectively, to the Schedule 13D filed by the Partnership on or about December 4, 2002 and incorporated by reference herein. The summary of the Stipulation is 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 West 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 Partnership’s 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 Partnership’s Schedule 13D Amendment No. 10 dated February 16, 2001.

Item 5. Interest in Securities of the Issuer

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

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     CPH2 is the beneficial owner of 2,438,920 shares of Voting Common Stock representing approximately 18.9% of the 12,907,050 shares of Voting Common Stock issued and outstanding as of April 15, 2003. CPH2 has the sole power to vote or direct the vote, and to dispose or direct the disposition of all such shares.

     Hadi Makarechian, as the owner of 95.0% of the membership interest of CPH2, beneficially owns, has shared power to vote or direct the vote, and to dispose or direct the disposition of, the Common Stock of CPH held by CPH2. As the owner of 5% of the membership interests of CPH2, Barbara A. Makarechian beneficially owns, has shared power to vote or direct the vote, and to dispose or direct the disposition of, the Common Stock of CPH held by CPH2.

     CPH3, in which Mr. Makarechian is the sole member, owns an additional 4,640,694 shares of Common Stock of CPH, representing approximately 36.0% of the 12,907,050 shares of Voting Common Stock issued and outstanding. As the owner of 100 per cent of the membership interest of CPH3, Mr. Makarechian continues to have sole power to vote or direct the vote, and to dispose or order the disposition of such shares.

     As stated in Item 4 above, on April 15, 2003 CPH sold a total of 1,674,737 shares of Common Stock of CPH2 to the Partnership and Makallon for a total consideration, including for the settlement of certain litigation and payment of certain costs associated therewith, of approximately $11.3 Million. Pursuant to the Amendment, all of the gain associated with such sale was allocated to Dowers. All of the shares of Common Stock acquired by Makallon, LLC, comprising Seven Hundred Seventy Two Thousand Three Hundred Twelve (772,312) shares were immediately converted to Non-Voting Common Stock, $0.10 par value per share of CPH.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

     Other than the Dowers Sale Agreement, the CPH2 Sale Agreement and the Conversion Agreement 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. Material to be Filed as Exhibits

Exhibits 1-3; 5:		Previously filed are not included herewith.

[SIGNATURES ON FOLLOWING PAGE]

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SIGNATURES

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

     Dated as of the 17th day of April, 2003.

		CPH2, LLC, a Delaware limited liability company
		By:		/s/ Hadi Makarechian
		Hadi Makarechian, Chairman
		CPH3, LLC, a Delaware limited liability company
		By:		/s/ Hadi Makarechian
		Hadi Makarechian, Chairman
		/s/ Hadi Makarechian Hadi Makarechian
		/s/ Barbara A. Makarechian Barbara A. Makarechian

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EXHIBIT INDEX

Exhibit 4:		Agreement Pursuant to Rule 13d-1(k)(1)(iii).

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