As filed with the Securities and Exchange Commission on December 7, 1999
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                               POPE & TALBOT, INC.
               (Exact name of issuer as specified in its charter)

                   Delaware                            94-0777139
        (State or other jurisdiction                (I.R.S. Employer
      of incorporation or organization)            Identification No.)

                 1500 S.W. First Avenue, Portland, Oregon 97201
               (Address of principal executive offices) (Zip Code)

                               Harmac Pacific Inc.
                   Directors' and Employees' Share Option Plan
                            (Full title of the plan)

                                Michael Flannery
                             Chief Executive Officer
                               Pope & Talbot, Inc.
                 1500 S.W. First Avenue, Portland, Oregon 97201
                     (Name and address of agent for service)

                                 (503) 228-9161
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                                 Stuart Chestler
                                 Stoel Rives LLP
                        900 S.W. Fifth Avenue, Suite 2600
                             Portland, Oregon 97204

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

                                                            Proposed       Proposed Maximum
                                   Amount to be     Maximum Offering     Aggregate Offering     Registration
Title of Securities                  Registered      Price per Share               Price (1)             Fee
------------------------------------------------------------------------------------------------------------
<S>                               <C>                        <C>                <C>                     <C>
Common Stock, $1.00 par value     95,441 Shares              $20.478            $976,703.19             $258

--------------

(1)  All shares to be registered on this Form S-8 are issuable pursuant to
     options which previously have been granted. The Proposed Maximum Aggregate
     Offering Price has been calculated from the following option exercise
     prices. For purposes of the calculation, an exchange rate of 0.68 has been
     used to convert exercise prices from Canadian dollars into U.S. dollars.
</TABLE>

                                                    Aggregate
               Number          Exercise              Exercise
            of Shares             Price                 Price

                7,570          $ 20.478          $ 155,018.46
               16,562          $ 19.400          $ 321,302.80
                7,570          $ 16.705          $ 126,456.85
                3,170          $ 16.669          $  52,840.73
                1,183          $  8.119          $   9,604.78
               59,386          $  5.245          $ 311,479.57

<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

     Pope & Talbot, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1998 filed with the Commission on March 24, 1999;

     (b)  The Registrant's Quarterly Reports on Form 10-Q for the fiscal
          quarters ended March 31, 1999, June 30, 1999 and September 30, 1999
          filed with the Commission on May 12, 1999, August 6, 1999 and November
          3, 1999 respectively;

     (c)  The description of the authorized capital stock of the Company
          contained in the Company's registration statement filed under Section
          12 of the Securities Exchange Act of 1934, including any amendment or
          report filed for the purpose of updating the description.

     All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.


Item 4.  Description of Capital Stock

         Inapplicable.

                                      II-1
<PAGE>
Item 5. Interests of Named Experts and Counsel

     Inapplicable.

Item 6.  Indemnification of Directors and Officers

     The Registrant's Restated Certificate of Incorporation provides that no
member of the Registrant's Board of Directors or Executive Committee of the
Board will be personally liable to the Registrant or any of its stockholders for
monetary damages arising from such member's breach of his fiduciary duties to
the Registrant. However, this does not apply with respect to any action in which
such person would be liable under Section 174 of Title 8 of the General
Corporation Law of Delaware, nor does it apply with respect to any liability in
which such person (i) breached his duty of loyalty to the Registrant; (ii) did
not act in good faith or, in failing to act, did not act in good faith; (iii)
acted in a manner involving intentional misconduct or a knowing violation of law
or, in failing to act, acted in a manner involving intentional misconduct or a
knowing violation of law; or (iv) derived an improper personal benefit.

     Pursuant to the provisions of Section 145 of the General Corporation Law of
Delaware, every Delaware corporation has power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the Registrant or of any corporation, partnership, joint
venture, trust or other enterprise for which he is or was serving in such
capacity at the request of the Registrant, against any and all expenses,
judgments, fines and settlement amounts reasonably incurred by him in connection
with such action, suit or proceeding. The power to indemnify applies only if
such person acted in good faith and in a manner he reasonably believed to be in
the best interests, or not opposed to the best interests, of the corporation
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful.

     The power to indemnify applies to actions brought by or in the right of the
corporation as well, but only to the extent of defense and settlement expenses
and not to any satisfaction of a judgment or settlement of the claim itself, and
with the further limitation that in such actions no indemnification shall be
made in the event of any adjudication of negligence or misconduct unless the
court, in its discretion, feels that in the light of all the circumstances
indemnification should apply.

     To the extent any of the persons referred to in the two immediately
preceding paragraphs is successful in the defense of the actions referred to
therein, such person is entitled pursuant to Section 145 to indemnification as
described above. Section 145 also empowers the corporation to advance litigation
expenses to such person upon receipt of any undertaking to repay such advances
in the event no right to indemnification is subsequently shown. A corporation
may also obtain insurance at its expense to protect anyone who might be
indemnified, or has a right to insist on indemnification, under the statute.

                                      II-2
<PAGE>
     The Registrant has entered into indemnification agreements with certain of
its officers and all of its current directors which provide for indemnification
to the fullest extent permitted by Delaware General Corporation Law, including
Section 145 thereof. Such agreements have been approved by the Registrant's
stockholders. The Registrant's stockholders also approved the use of similar
agreements which may be entered into from time to time with future directors
and/or future officers of the Registrant.

Item 7.  Exemption from Registration Claimed

     Inapplicable.

Item 8.  Exhibits

     Exhibit
      Number     Exhibit
     -------     -------

       3.1       Certificate of Incorporation, as amended. (Incorporated herein
                 by reference to Exhibit 3(a) to the Company's Annual Report on
                 Form 10-K for the year ended December 31, 1992).

       3.2       Amended and Restated Bylaws.

       5.1       Opinion of Stoel Rives LLP.

       23.1      Consent of Independent Public Accountants -- Arthur Andersen
                 LLP.

       23.2      Consent of Stoel Rives LLP is contained in Exhibit 5.

       24.1      Power of Attorney. Reference is made to page II-6 of this
                 Registration Statement.

Item 9.  Undertakings.

     A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in the periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that, for the
purpose of determining any liability under the 1933 Act, each such
post-effective amendment shall be deemed

                                      II-3
<PAGE>
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and (3) to remove from registration by means
of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the Registrant's Stock Option and
Appreciation Plan.

     B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     C. Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 above or
otherwise, the Registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by the Registrant is against public policy as expressed in the
1933 Act and will be governed by the final adjudication of such issue.

                                      II-4
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the 1933 Act, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Portland, State of Oregon on this day of November 30, 1999.

                                       POPE & TALBOT, INC.

                                       By: MICHAEL FLANNERY
                                           -------------------------------------
                                           Michael Flannery, Chief
                                             Executive Officer


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned officers and directors of POPE & TALBOT, INC., a
Delaware corporation, do hereby constitute and appoint Michael Flannery and
Maria M. Pope, and each one of them, the lawful attorneys and agents, with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, or either of them, determine may be
necessary or advisable or required to enable said corporation to comply with the
1933 Act, and any rules or regulations or requirements of the Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or any of them, shall do or cause to be done
by virtue hereof. This Power of Attorney may be signed in several counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the 1933 Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.

Signatures                                Title                       Date

PETER T. POPE                     Chairman of the Board        November 30, 1999
-----------------------------
Peter T. Pope

                                      II-5
<PAGE>
MICHAEL FLANNERY                  Chief Executive Officer      November 30, 1999
-----------------------------     and Director (Principal
Michael Flannery                  Executive Officer)


MARIA M. POPE                     Chief Financial Officer      November 30, 1999
-----------------------------     and Secretary (Principal
Maria M. Pope                     Financial Officer)


GORDON P. ANDREWS                 Director                     November 16, 1999
-----------------------------
Gordon P. Andrews


HAMILTON W. BUDGE                 Director                     November 15, 1999
-----------------------------
Hamilton W. Budge


CHARLES CROCKER                   Director                     November 30, 1999
-----------------------------
Charles Crocker


LIONEL G. DODD                    Director                     November 30, 1999
-----------------------------
Lionel G. Dodd


KENNETH G. HANNA                  Director                     November 16, 1999
-----------------------------
Kenneth G. Hanna


ROBERT STEVENS MILLER, JR.        Director                     November 30, 1999
-----------------------------
Robert Stevens Miller, Jr.


HUGO G.L. POWELL                  Director                     November 12, 1999
-----------------------------
Hugo G.L. Powell


BROOKS WALKER, JR.                Director                     November 30, 1999
-----------------------------
Brooks Walker, Jr.


GERALD L. BRICKEY                 Financial Controller         November 19, 1999
-----------------------------     (Principal Accounting
Gerald L. Brickey                 Officer)

                                      II-6
<PAGE>
                                  EXHIBIT INDEX

     Exhibit
      Number     Exhibit
     -------     -------

       3.1       Certificate of Incorporation, as amended. (Incorporated herein
                 by reference to Exhibit 3(a) to the Company's Annual Report on
                 Form 10-K for the year ended December 31, 1992).

       3.2       Amended and Restated Bylaws.

       5.1       Opinion of Stoel Rives LLP.

       23.1      Consent of Independent Public Accountants -- Arthur Andersen
                 LLP.

       23.2      Consent of Stoel Rives LLP is contained in Exhibit 5.

       24.1      Power of Attorney. Reference is made to page II-6 of this
                 Registration Statement.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18939}]
{"company-data": {"conformed-name": "POPE & TALBOT INC /DE/", "cik": "0000311871", "assigned-sic": "2621", "irs-number": "940777139", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92255", "film-number": "99770234"}, "business-address": {"street1": "1500 SW FIRST AVE", "city": "PORTLAND", "state": "OR", "zip": "97201", "phone": "5032289161"}, "mail-address": {"street1": "1500 S W FIRST AVE", "city": "PORTLAND", "state": "OR", "zip": "97201"}}
As filed with the Securities and Exchange Commission on December 7, 1999
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                               POPE & TALBOT, INC.
               (Exact name of issuer as specified in its charter)

                   Delaware                            94-0777139
        (State or other jurisdiction                (I.R.S. Employer
      of incorporation or organization)            Identification No.)

                 1500 S.W. First Avenue, Portland, Oregon 97201
               (Address of principal executive offices) (Zip Code)

                               Harmac Pacific Inc.
                   Directors' and Employees' Share Option Plan
                            (Full title of the plan)

                                Michael Flannery
                             Chief Executive Officer
                               Pope & Talbot, Inc.
                 1500 S.W. First Avenue, Portland, Oregon 97201
                     (Name and address of agent for service)

                                 (503) 228-9161
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                                 Stuart Chestler
                                 Stoel Rives LLP
                        900 S.W. Fifth Avenue, Suite 2600
                             Portland, Oregon 97204
CALCULATION OF REGISTRATION FEE

                                                            Proposed       Proposed Maximum
                                   Amount to be     Maximum Offering     Aggregate Offering     Registration
Title of Securities                  Registered      Price per Share               Price (1)             Fee
------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value     95,441 Shares              $20.478            $976,703.19             $258

--------------

(1)  All shares to be registered on this Form S-8 are issuable pursuant to
     options which previously have been granted. The Proposed Maximum Aggregate
     Offering Price has been calculated from the following option exercise
     prices. For purposes of the calculation, an exchange rate of 0.68 has been
     used to convert exercise prices from Canadian dollars into U.S. dollars.
Aggregate
               Number          Exercise              Exercise
            of Shares             Price                 Price

                7,570          $ 20.478          $ 155,018.46
               16,562          $ 19.400          $ 321,302.80
                7,570          $ 16.705          $ 126,456.85
                3,170          $ 16.669          $  52,840.73
                1,183          $  8.119          $   9,604.78
               59,386          $  5.245          $ 311,479.57
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

     Pope & Talbot, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1998 filed with the Commission on March 24, 1999;

     (b)  The Registrant's Quarterly Reports on Form 10-Q for the fiscal
          quarters ended March 31, 1999, June 30, 1999 and September 30, 1999
          filed with the Commission on May 12, 1999, August 6, 1999 and November
          3, 1999 respectively;

     (c)  The description of the authorized capital stock of the Company
          contained in the Company's registration statement filed under Section
          12 of the Securities Exchange Act of 1934, including any amendment or
          report filed for the purpose of updating the description.

     All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Capital Stock

         Inapplicable.

                                      II-1
Item 5. Interests of Named Experts and Counsel

     Inapplicable.

Item 6.  Indemnification of Directors and Officers

     The Registrant's Restated Certificate of Incorporation provides that no
member of the Registrant's Board of Directors or Executive Committee of the
Board will be personally liable to the Registrant or any of its stockholders for
monetary damages arising from such member's breach of his fiduciary duties to
the Registrant. However, this does not apply with respect to any action in which
such person would be liable under Section 174 of Title 8 of the General
Corporation Law of Delaware, nor does it apply with respect to any liability in
which such person (i) breached his duty of loyalty to the Registrant; (ii) did
not act in good faith or, in failing to act, did not act in good faith; (iii)
acted in a manner involving intentional misconduct or a knowing violation of law
or, in failing to act, acted in a manner involving intentional misconduct or a
knowing violation of law; or (iv) derived an improper personal benefit.

     Pursuant to the provisions of Section 145 of the General Corporation Law of
Delaware, every Delaware corporation has power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the Registrant or of any corporation, partnership, joint
venture, trust or other enterprise for which he is or was serving in such
capacity at the request of the Registrant, against any and all expenses,
judgments, fines and settlement amounts reasonably incurred by him in connection
with such action, suit or proceeding. The power to indemnify applies only if
such person acted in good faith and in a manner he reasonably believed to be in
the best interests, or not opposed to the best interests, of the corporation
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful.

     The power to indemnify applies to actions brought by or in the right of the
corporation as well, but only to the extent of defense and settlement expenses
and not to any satisfaction of a judgment or settlement of the claim itself, and
with the further limitation that in such actions no indemnification shall be
made in the event of any adjudication of negligence or misconduct unless the
court, in its discretion, feels that in the light of all the circumstances
indemnification should apply.

     To the extent any of the persons referred to in the two immediately
preceding paragraphs is successful in the defense of the actions referred to
therein, such person is entitled pursuant to Section 145 to indemnification as
described above. Section 145 also empowers the corporation to advance litigation
expenses to such person upon receipt of any undertaking to repay such advances
in the event no right to indemnification is subsequently shown. A corporation
may also obtain insurance at its expense to protect anyone who might be
indemnified, or has a right to insist on indemnification, under the statute.

                                      II-2
The Registrant has entered into indemnification agreements with certain of
its officers and all of its current directors which provide for indemnification
to the fullest extent permitted by Delaware General Corporation Law, including
Section 145 thereof. Such agreements have been approved by the Registrant's
stockholders. The Registrant's stockholders also approved the use of similar
agreements which may be entered into from time to time with future directors
and/or future officers of the Registrant.

Item 7.  Exemption from Registration Claimed

     Inapplicable.

Item 8.  Exhibits

     Exhibit
      Number     Exhibit
     -------     -------

       3.1       Certificate of Incorporation, as amended. (Incorporated herein
                 by reference to Exhibit 3(a) to the Company's Annual Report on
                 Form 10-K for the year ended December 31, 1992).

       3.2       Amended and Restated Bylaws.

       5.1       Opinion of Stoel Rives LLP.

       23.1      Consent of Independent Public Accountants -- Arthur Andersen
                 LLP.

       23.2      Consent of Stoel Rives LLP is contained in Exhibit 5.

       24.1      Power of Attorney. Reference is made to page II-6 of this
                 Registration Statement.

Item 9.  Undertakings.

     A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in the periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that, for the
purpose of determining any liability under the 1933 Act, each such
post-effective amendment shall be deemed

                                      II-3
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and (3) to remove from registration by means
of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the Registrant's Stock Option and
Appreciation Plan.

     B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     C. Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 above or
otherwise, the Registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by the Registrant is against public policy as expressed in the
1933 Act and will be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

     Pursuant to the requirements of the 1933 Act, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Portland, State of Oregon on this day of November 30, 1999.

                                       POPE & TALBOT, INC.

                                       By: MICHAEL FLANNERY
                                           -------------------------------------
                                           Michael Flannery, Chief
                                             Executive Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

     That the undersigned officers and directors of POPE & TALBOT, INC., a
Delaware corporation, do hereby constitute and appoint Michael Flannery and
Maria M. Pope, and each one of them, the lawful attorneys and agents, with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, or either of them, determine may be
necessary or advisable or required to enable said corporation to comply with the
1933 Act, and any rules or regulations or requirements of the Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or any of them, shall do or cause to be done
by virtue hereof. This Power of Attorney may be signed in several counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the 1933 Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.

Signatures                                Title                       Date

PETER T. POPE                     Chairman of the Board        November 30, 1999
-----------------------------
Peter T. Pope

                                      II-5
MICHAEL FLANNERY                  Chief Executive Officer      November 30, 1999
-----------------------------     and Director (Principal
Michael Flannery                  Executive Officer)

MARIA M. POPE                     Chief Financial Officer      November 30, 1999
-----------------------------     and Secretary (Principal
Maria M. Pope                     Financial Officer)

GORDON P. ANDREWS                 Director                     November 16, 1999
-----------------------------
Gordon P. Andrews

HAMILTON W. BUDGE                 Director                     November 15, 1999
-----------------------------
Hamilton W. Budge

CHARLES CROCKER                   Director                     November 30, 1999
-----------------------------
Charles Crocker

LIONEL G. DODD                    Director                     November 30, 1999
-----------------------------
Lionel G. Dodd

KENNETH G. HANNA                  Director                     November 16, 1999
-----------------------------
Kenneth G. Hanna

ROBERT STEVENS MILLER, JR.        Director                     November 30, 1999
-----------------------------
Robert Stevens Miller, Jr.

HUGO G.L. POWELL                  Director                     November 12, 1999
-----------------------------
Hugo G.L. Powell

BROOKS WALKER, JR.                Director                     November 30, 1999
-----------------------------
Brooks Walker, Jr.

GERALD L. BRICKEY                 Financial Controller         November 19, 1999
-----------------------------     (Principal Accounting
Gerald L. Brickey                 Officer)

                                      II-6
EXHIBIT INDEX

     Exhibit
      Number     Exhibit
     -------     -------

       3.1       Certificate of Incorporation, as amended. (Incorporated herein
                 by reference to Exhibit 3(a) to the Company's Annual Report on
                 Form 10-K for the year ended December 31, 1992).

       3.2       Amended and Restated Bylaws.

       5.1       Opinion of Stoel Rives LLP.

       23.1      Consent of Independent Public Accountants -- Arthur Andersen
                 LLP.

       23.2      Consent of Stoel Rives LLP is contained in Exhibit 5.

       24.1      Power of Attorney. Reference is made to page II-6 of this
                 Registration Statement.