PLUM CREEK TIMBER CO L P
8-K, 1999-06-22
REAL ESTATE INVESTMENT TRUSTS
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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


      Date of Report (Date of earliest event reported)   JUNE 21, 1999


                      PLUM CREEK TIMBER COMPANY, L.P.
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)


           DELAWARE                    1-10239              91-1443693
  ----------------------------       ------------       -------------------
  (State or other jurisdiction       (Commission        (I.R.S. Employer
      of incorporation or            File Number)       Identification No.)
         organization)


        999 THIRD AVENUE, SUITE 2300
           SEATTLE, WASHINGTON                         98104-4096
  ----------------------------------------             ----------
  (Address of principal executive offices)             (Zip Code)


   Registrant's telephone number, including area code    (206) 467-3600



 ITEM 5. OTHER EVENTS

      On June 21, 1999, the Delaware Court of Chancery approved the
 settlement of the previously disclosed litigation against the Registrant
 relating to its proposed conversion from a publicly traded limited
 partnership to a Real Estate Investment Trust.  The registrant has
 indicated its intention to consummate this conversion on July 1, 1999.


 ITEM 7. EXHIBITS

      99.1  Press Release



                                 SIGNATURES

      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 hereunto duly authorized.


                                   PLUM CREEK TIMBER COMPANY, L.P.


                                  By:  Plum Creek Management Company L.P.,
                                       its General Partner


   Date:  June 21, 1999           By:  /s/  William R. Brown
                                       -----------------------------------
                                       William R. Brown
                                       Executive Vice President and
                                         Chief Financial Officer




                              EXHIBIT INDEX

 Exhibit    Description
 -------    -----------
 99.1       Press Release






                                                               EXHIBIT 99.1

 Plum Creek Timber Company, L.P.
 999 Third Avenue, Suite 2300
 Seattle, Washington 98104-4096
 206-467-3600


 Contact:       Michelle D. Monfor
                Director, Investor Relations
                (206) 467-3613 or 1-800-858-5347
                www.plumcreek.com


                     PLUM CREEK TIMBER COMPANY'S REIT

                     TO BECOME EFFECTIVE JULY 1, 1999


      SEATTLE, WASHINGTON -- June 21, 1999 -- Plum Creek Timber Company, L.P.
 (NYSE:PCL) announced today that the Delaware Court of Chancery has approved
 a previously announced agreement settling all litigation relating to the
 proposed conversion of the Company into a Real Estate Investment Trust
 (REIT).

      Plum Creek intends to complete the conversion to the REIT effective
 July 1, 1999.   As a part of the conversion, each Unitholder will receive
 one share in the new REIT for each Unit of Plum Creek currently held.  The
 shares of Plum Creek will continue to be traded on the New York Stock
 Exchange under the trading symbol "PCL."

      "This is an important milestone for Plum Creek," said Rick R. Holley,
 President and Chief Executive Officer.  "The REIT is a superior structure
 to support Plum Creek's future growth.  In addition to providing us with an
 acquisition currency, we will have a significantly lower cost of capital,
 which will make any future acquisitions we may undertake more accretive to
 cash flow and beneficial to our investors."

      Plum Creek is one of the largest private timberland owners in the
 nation with timberlands and mills located in the Northwest, Southern and
 Northeastern United States

                                        ###




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