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 18, 1999
  
    
                      PLUM CREEK TIMBER COMPANY, L.P.
           (Exact name of registrant as specified in its charter)
  
  
        DELAWARE              1-10239             91-1443693 
   (State or other          (Commission          (I.R.S. Employer 
   jurisdiction of          File Number)          Identification No.)
   incorporation or            
   organization)    
  
  
      999 THIRD AVENUE, SUITE 2300                 98104-4096 
        SEATTLE, WASHINGTON                         (Zip Code)
   (Address of principal executive offices) 
  
   Registrant's telephone number, including area code    (206) 467-3600   



 ITEM 5. OTHER EVENTS 

      As previously announced, a Unitholder, individually and as a purported
 representative of all Unitholders except the defendants and their
 affiliates (the "Plaintiff"), filed a purported class action lawsuit in the
 Court of Chancery in the State of Delaware against Plum Creek Timber
 Company, L.P. (the "Partnership") and the Partnership's general partner and
 the ultimate general partner of the general partner (collectively, the "GP
 Defendants" and, together with the Partnership, the "Plum Creek
 Defendants").  The lawsuit  alleges that the Proxy Statement/Prospectus
 mailed to Unitholders in connection with the proposed conversion (the
 "Conversion Transaction") of the Partnership from a master limited
 partnership to a real estate investment trust ("REIT") is false and
 misleading and that, through alleged misstatements and omissions, the GP
 Defendants have breached a fiduciary duty of candor to the Unitholders. 
  
      On March 18, 1999, the Court of Chancery issued an opinion (the
 "Opinion") granting the Plaintiff's motion for preliminary injunction and
 enjoined the Unitholder vote on the Conversion Transaction until the Plum
 Creek Defendants have cured the disclosure deficiencies of the Proxy
 Statement/Prospectus and the letter to Unitholders that accompanied the
 Proxy Statement/Prospectus, by issuing a supplemental disclosure that is
 consistent with the rulings in the Opinion.  The Conversion Transaction was
 scheduled to be voted upon at a Special Meeting of Unitholders on Monday,
 March 22, 1999.  The Partnership expects to convene and then adjourn the
 Special Meeting of Unitholders to a subsequent date, which will be
 determined as soon as possible.  The Partnership believes the Conversion
 Transaction is in the best interests of the Partnership and all of its
 Unitholders. 
  
      The public announcement concerning the Partnership's intention to
 adjourn 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 19, 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": 4084}]
{"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": "99569402"}, "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 18, 1999
  
    
                      PLUM CREEK TIMBER COMPANY, L.P.
           (Exact name of registrant as specified in its charter)
  
  
        DELAWARE              1-10239             91-1443693 
   (State or other          (Commission          (I.R.S. Employer 
   jurisdiction of          File Number)          Identification No.)
   incorporation or            
   organization)    
  
  
      999 THIRD AVENUE, SUITE 2300                 98104-4096 
        SEATTLE, WASHINGTON                         (Zip Code)
   (Address of principal executive offices) 
  
   Registrant's telephone number, including area code    (206) 467-3600   

 ITEM 5. OTHER EVENTS 

      As previously announced, a Unitholder, individually and as a purported
 representative of all Unitholders except the defendants and their
 affiliates (the "Plaintiff"), filed a purported class action lawsuit in the
 Court of Chancery in the State of Delaware against Plum Creek Timber
 Company, L.P. (the "Partnership") and the Partnership's general partner and
 the ultimate general partner of the general partner (collectively, the "GP
 Defendants" and, together with the Partnership, the "Plum Creek
 Defendants").  The lawsuit  alleges that the Proxy Statement/Prospectus
 mailed to Unitholders in connection with the proposed conversion (the
 "Conversion Transaction") of the Partnership from a master limited
 partnership to a real estate investment trust ("REIT") is false and
 misleading and that, through alleged misstatements and omissions, the GP
 Defendants have breached a fiduciary duty of candor to the Unitholders. 
  
      On March 18, 1999, the Court of Chancery issued an opinion (the
 "Opinion") granting the Plaintiff's motion for preliminary injunction and
 enjoined the Unitholder vote on the Conversion Transaction until the Plum
 Creek Defendants have cured the disclosure deficiencies of the Proxy
 Statement/Prospectus and the letter to Unitholders that accompanied the
 Proxy Statement/Prospectus, by issuing a supplemental disclosure that is
 consistent with the rulings in the Opinion.  The Conversion Transaction was
 scheduled to be voted upon at a Special Meeting of Unitholders on Monday,
 March 22, 1999.  The Partnership expects to convene and then adjourn the
 Special Meeting of Unitholders to a subsequent date, which will be
 determined as soon as possible.  The Partnership believes the Conversion
 Transaction is in the best interests of the Partnership and all of its
 Unitholders. 
  
      The public announcement concerning the Partnership's intention to
 adjourn 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 19, 1999              By:  /s/ DIANE M. IRVINE
                                       __________________________________
                                       Diane M. Irvine 
                                       Vice President and Chief 
                                       Financial Officer 
  
  

                               EXHIBIT INDEX
  
 Exhibit      Description 
  
 99.1         Press Release