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):   MARCH 22, 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 March 22, 1999, the scheduled Special Meeting of Unitholders to
 vote on the proposed conversion (the "Conversion Transaction") of the
 Partnership from a master limited partnership to a real estate investment
 trust ("REIT") was convened and adjourned until March 24, 1999.  The
 meeting will reconvene at 2:00 p.m. PST at the Holiday Inn Crown Plaza,
 1113 Sixth Avenue, Seattle, Washington. 
  
      The Special Meeting was adjourned and the vote on the Conversion
 Transaction delayed as a result of a previously announced decision by the
 Delaware Court of Chancery issued on March 18, 1999, which preliminarily
 enjoined the Unitholder vote on the Conversion Transaction pending
 disclosure of additional information related to the Conversion Transaction. 
 The ruling was issued in connection with a complaint filed by a Unitholder
 on February 8, 1999. 
  
      The reconvened Special Meeting is expected to be adjourned again to a
 subsequent date to allow sufficient time for mailing to, and consideration
 by, Unitholders of additional information consistent with the Court's
 opinion.  
  
      The public announcement concerning the adjournment of the Special
 Meeting of Unitholders is attached as Exhibit 99.1 to this document and is
 incorporated herein by reference. 
  
 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:  March 23, 1999             By:  /s/ DIANE M. IRVINE 
                                        -----------------------------------
                                        Diane M. Irvine 
                                        Vice President and Chief Financial
                                           Officer 
  
  


                             EXHIBIT INDEX 
  
 Exhibit   Description 
  
 99.1      Press Release
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3546}]
{"company-data": {"conformed-name": "PLUM CREEK TIMBER CO L P", "cik": "0000849213", "assigned-sic": "6798", "irs-number": "911443693", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10239", "film-number": "99570537"}, "business-address": {"street1": "999 THIRD AVE", "street2": "SUITE 2300", "city": "SEATTLE", "state": "WA", "zip": "98104-4096", "phone": "2064673600"}, "mail-address": {"street1": "999 THIRD AVENUE", "street2": "SUITE 2300", "city": "SEATTLE", "state": "WA", "zip": "98104-4096"}}
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):   MARCH 22, 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 March 22, 1999, the scheduled Special Meeting of Unitholders to
 vote on the proposed conversion (the "Conversion Transaction") of the
 Partnership from a master limited partnership to a real estate investment
 trust ("REIT") was convened and adjourned until March 24, 1999.  The
 meeting will reconvene at 2:00 p.m. PST at the Holiday Inn Crown Plaza,
 1113 Sixth Avenue, Seattle, Washington. 
  
      The Special Meeting was adjourned and the vote on the Conversion
 Transaction delayed as a result of a previously announced decision by the
 Delaware Court of Chancery issued on March 18, 1999, which preliminarily
 enjoined the Unitholder vote on the Conversion Transaction pending
 disclosure of additional information related to the Conversion Transaction. 
 The ruling was issued in connection with a complaint filed by a Unitholder
 on February 8, 1999. 
  
      The reconvened Special Meeting is expected to be adjourned again to a
 subsequent date to allow sufficient time for mailing to, and consideration
 by, Unitholders of additional information consistent with the Court's
 opinion.  
  
      The public announcement concerning the adjournment of the Special
 Meeting of Unitholders is attached as Exhibit 99.1 to this document and is
 incorporated herein by reference. 
  
 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:  March 23, 1999             By:  /s/ DIANE M. IRVINE 
                                        -----------------------------------
                                        Diane M. Irvine 
                                        Vice President and Chief Financial
                                           Officer 
  
  

                             EXHIBIT INDEX 
  
 Exhibit   Description 
  
 99.1      Press Release