IP TIMBERLANDS LTD
8-K, 1998-01-14
FORESTRY
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                          SECURITIES AND EXCHANGE COMMISSION
                                           
                               WASHINGTON, D.C.  20549
                                           
                                           
                                       FORM 8-K
                                           
                                    CURRENT REPORT
                                           
                                           
                       Pursuant to Section 13 or 15 (d) of the
                           Securities Exchange Act of 1934
                                           
                                           
                                   January 14, 1998
                                           
             ----------------------------------------------------------------  
                    Date of Report (Date of Earliest Event Reported)


                                  IP TIMBERLANDS, LTD. 
                (Exact name of Registrant as specified in its charter)

                    


Texas                         1-8859                     13-3259241      
- ----------------              ----------------           ----------------------
(State of                     (Commission                (IRS Employer
Incorporation)                File)                      Identification Number)




                     Two Manhattanville Road, Purchase, NY  10577
                    ----------------------------------------------
                       (Address of Principal executive offices)
                                           
                                           
                                   914-397-1500
                                 ----------------
                                  (Telephone No.)
                                           
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                          SECURITIES AND EXCHANGE COMMISSION
                                           
                               WASHINGTON, D.C.  20549
                                           
ITEM 1.        CHANGES IN CONTROL OF REGISTRANT


                    N/A

ITEM 2.        ACQUISITION OR DISPOSITION OF ASSETS

                    N/A

ITEM 3.        BANKRUPTCY OR RECEIVERSHIP

                    N/A

ITEM 4.        CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

                    N/A

ITEM 5.        OTHER EVENTS
                     Press release dated January 13, 1998 announcing that IP 
                     Forest Resources Company   (IPFR), managing general 
                     partner of IP Timberlands, Ltd. (IPT), reported on 
                     earnings and a special dividend. 
               
                              

ITEM 6.        RESIGNATIONS OF REGISTRANT'S DIRECTORS

                    N/A

ITEM 7.        FINANCIAL STATEMENTS AND EXHIBITS

                    (a)  Financial Statements:
                    N/A

                    (b)  Pro Forma Financial Information:

                    N/A

                    (c)   Exhibits

                          (99) Press Release of January 13, 1998
               




ITEM 8.        CHANGES IN FISCAL YEAR

                    N/A


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                                      Signature
                                           
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        IP TIMBERLANDS, LTD.
                                        BY:  IP Forest Resources Company
                                        (Managing General Partner)
                                        (Registrant)



Date: January 14, 1998        /S/ CAROL M. SAMALIN 
      Purchase, NY            Carol M. Samalin
                              Assistant Secretary


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                                    EXHIBIT INDEX
                                           
                                           
               EXHIBIT NO.              EXHIBIT DESCRIPTION
               -----------              -------------------
                                             N/A



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                         Media Contacts:           Analyst Contacts:
                         ---------------          -------------------
                         Neal Linkon              Carol Tutundgy
                         (901) 763-5985           (914) 397-1632
                         Molly Sullivan           Maryanne Rupy
                         (914) 397-1652           (914) 397-1626
                                                  Brian Turcotte
                                                  (914) 397-1623

              IP TIMBERLANDS, LTD. REPORTS 1997 FOURTH-QUARTER EARNINGS 
                                AND CASH DISTRIBUTION
                                           
January 13, 1998

PURCHASE, N.Y. -- IP Forest Resources Company (IPFR), managing general partner
of IP Timberlands, Ltd. (IPT), today reported 1997 fourth-quarter earnings of
$230 million.  Fourth-quarter earnings per Class A Depositary Unit were $2.56. 
These results include gains of $38 million from the sale of a subsidiary
partnership interest and $120 million from the redemption of a preferred and
limited partnership interest in West Coast Forest Resources Limited (WCFR)
arising from the disposition of the Partnership's West Coast Timberlands in
1996.  These results compare to 1996 fourth-quarter earnings of $45 million and
earnings per Class A Depositary Unit of $.91.  Revenues for the fourth quarter
1997 were $115 million compared to $56 million for the same period in 1996.

               For the 12-months ended December 31, 1997, net partnership 
earnings totaled $413 million, including $90 million of gains on the sale of 
subsidiary partnership interests and $120 million from the WCFR preferred 
interest redemption.  These results compare to the prior year 12-month 
earnings of $845 million, which included $669 million of gains on sales of 
subsidiary partnership interests.  Total revenues for 1997 were $343 million 
and earnings per Class A Unit were $6.23, compared to $277 million and 
earnings per Class A Unit of $8.78 in 1996.
 
               Fourth-quarter 1997 operations benefited from strong demand 
and higher prices for Partnership timber and favorable harvest conditions.  
Also included in earnings was a gain of $38 million from the sale of a 
subsidiary partnership interest involving 36,850 acres of forestlands in New 
York and Pennsylvania. This is the second in a series of planned transactions 
involving a total of approximately 175,000 acres.  Approximately $3.7 
million, or $.08 per unit, of the earnings from this sale were attributable 
to the Class A Units.  Finally, earnings also included the previously 
announced gain of $120 million from the WCFR preferred interest redemption.  
Approximately $39 million of this gain, or $.84 per unit, was attributable to 
the Class A Units.
 
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               The Board of Directors of IPFR declared both a regular and a 
special distribution to Class A unitholders.  The regular fourth-quarter 
distribution of $.50 per Class A Unit will be payable February 13, 1998, to 
unitholders of record as of January 31, 1998.  The special distribution of 
$3.35 per Class A Unit will also be payable February 13, 1998 to unitholders 
of record as of January 31, 1998.  This distribution reflects the strong 
overall results in 1997 and decreasing projected future capital needs as the 
end of the Initial Term of the Partnership (December 31, 1999) approaches.
 
               With less than two years remaining in the Initial Term of the 
Partnership, and because their share of earnings will decrease from 95 
percent to 4 percent when the Initial Term expires, Class A Unitholders 
should expect the market price of their units to decline substantially.  If 
the Partnership continues until the expiration of the Initial Term, Class A 
Unitholders will be entitled to 95 percent of any cash remaining in the 
Primary Account.  Following today's regular and special distributions, net 
liquid assets available for distribution attributable to Class A Units, which 
totaled $4.85 per Unit at December 31, 1997, will be reduced by $3.85 per 
Unit.  In the near future, management will be examining all options for 
future measures regarding IPT, including the possible redemption of Class A 
Units or the reorganization of the Partnership.
 
                                         ###
                                           
                             (PLEASE SEE ATTACHED TABLE)
<PAGE>
                                           
                                 IP TIMBERLANDS, LTD.
                            (A TEXAS LIMITED PARTNERSHIP)
                                           
                           Summary of Partnership Earnings
                                Preliminary Unaudited
                          (In millions except per unit data)
                                           
<TABLE>
                                                Three Months Ended       Twelve Months Ended
                                                ------------------       -------------------
                                                   December 31             December 31

                                                 1997        1996         1997         1996
                                                -----       -----        -----        -----
<S>                                            <C>         <C>          <C>          <C>
                 
               Revenues                         $ 115       $  56        $ 343        $ 277
                                                -----       -----        -----        -----
               Earnings Before Gains on Sales 
                   of Partnership Interests     $  72       $  32        $ 203        $ 176

                 Gains on Sales of Partnership
                   Interests                       38          13           90          669
               

               Gain on Preferred Interest
                    Redemption                    120                      120 
                                                -----       -----        -----        -----
               Net Partnership Earnings         $ 230       $  45        $ 413        $ 845
                                                -----       -----        -----        -----
                                                -----       -----        -----        -----

               Per Class A Depositary Unit:
                   Earnings   $ 2.56    $ .91     $ 6.23    $ 8.78  
                              ------    -----     ------    ------
                   Distributions   $ 3.85    $ .50     $ 5.35    $ 11.75  
                                   ------    -----     ------    -------
</TABLE>


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