PACIFIC LUMBER CO /DE/
15-15D, 1998-07-31
SAWMILLS & PLANTING MILLS, GENERAL
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                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549


                                  FORM 15

   CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION
 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                       Commission File Number 1-9204

                         THE PACIFIC LUMBER COMPANY
           (Exact name of registrant as specified in its charter)

                                P. O. BOX 37
                              125 MAIN STREET
                         SCOTIA, CALIFORNIA  95565
(Address, including zip code, and telephone number, including area code, of
                 registrant's principal executive offices)

                       10-1/2% SENIOR NOTES DUE 2003
          (Title of each class of securities covered by this Form)

                                    NONE
(Titles of all other classes of securities for which a duty to file reports
                   under section 13(a) or 15(d) remains)

     Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

          Rule 12g-4(a)(1)(i)      / /       Rule 12h-3(b)(1)(i)      /X/
          Rule 12g-4(a)(1)(ii)     / /       Rule 12h-3(b)(1)(ii)     / /
          Rule 12g-4(a)(2)(i)      / /       Rule 12h-3(b)(2)(i)      / /
          Rule 12g-4(a)(2)(ii)     / /       Rule 12h-3(b)(2)(ii)     / /
                                             Rule 15d-6               / /

     Approximate number of holders as of the certification or notice date:
69

     Pursuant to the requirements of the Securities Exchange Act of 1934, 
The Pacific Lumber Company has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.

Date:  July 30, 1998                    By:    /s/ BERNARD L. BIRKEL       
                                                 Bernard L. Birkel
                                                     Secretary

This form is required by Rules 12g-4, 12h-3 and 15d-6 of the General Rules
and Regulations under the Securities Exchange Act of 1934.  The registrant
shall file with the Commission three copies of Form 15, one of which shall
be manually signed.  It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person.  The name and title of the
person signing the form shall be typed or printed under the signature.



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