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 24, 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 24, 1999, the previously adjourned Special Meeting of
 Unitholders to vote on the proposed conversion of the Partnership from a
 master limited partnership to a real estate investment trust (REIT) was
 convened and adjourned again until March 29, 1999.  The meeting will
 reconvene on that date 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 proposed
 conversion delayed to allow time to prepare additional disclosure,
 consistent with the previously announced decision issued by the Delaware
 Court of Chancery on March 18, 1999.  The decision preliminarily enjoined
 the Unitholder vote on the proposed conversion pending disclosure of
 additional information related to the conversion. 
  
      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.  Additional information will be mailed to Unitholders as soon as
 practicable. 
  
      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 
  
  
                                  By:   /s/ DIANE M. IRVINE
 Date:  March 24, 1999               -----------------------------------
                                      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": 3557}]
{"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": "99572351"}, "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 24, 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 24, 1999, the previously adjourned Special Meeting of
 Unitholders to vote on the proposed conversion of the Partnership from a
 master limited partnership to a real estate investment trust (REIT) was
 convened and adjourned again until March 29, 1999.  The meeting will
 reconvene on that date 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 proposed
 conversion delayed to allow time to prepare additional disclosure,
 consistent with the previously announced decision issued by the Delaware
 Court of Chancery on March 18, 1999.  The decision preliminarily enjoined
 the Unitholder vote on the proposed conversion pending disclosure of
 additional information related to the conversion. 
  
      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.  Additional information will be mailed to Unitholders as soon as
 practicable. 
  
      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 
  
  
                                  By:   /s/ DIANE M. IRVINE
 Date:  March 24, 1999               -----------------------------------
                                      Diane M. Irvine 
                                      Vice President and Chief Financial
                                        Officer 
  
  

                              EXHIBIT INDEX 
  
 Exhibit  Description 
  
 99.1     Press Release