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 12, 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 
  
 FEDERAL INCOME TAX DEVELOPMENTS 
  
      The Clinton Administration's 1999 Budget Proposal (the "Proposal")
 contains certain provisions which, if enacted into law, would affect REITs
 in general and the REIT in particular.  The tax-related provisions
 contained in the Clinton Administration's 1998 Budget Proposal, which are
 now superseded by the Proposal, are discussed in the Proxy
 Statement/Prospectus under the heading "Risk Factors -- Other Tax Risks -- 
 Uncertain Impact of Budget Proposal."  The Partnership cannot predict
 whether the Proposal will be enacted into law and, if enacted, what its
 ultimate provisions would be.  The Proposal does not contain any
 legislative language and, therefore, it is difficult to assess its
 potential impact. 
  
      One part of the Proposal, if enacted into law, would alter the current
 Federal income tax treatment of the non-qualified REIT subsidiaries that
 will conduct some of the operations of the REIT (the "Corporate
 Subsidiaries").  The Proposal would supplement the current requirement that
 a REIT own no more than 10% of the voting stock of any corporation with an
 additional restriction that a REIT could own no more than 10% of the value
 of all classes of stock of any corporation, including the stock of non-
 qualified REIT subsidiaries.  The Proposal describes in general terms
 exceptions to the 10% vote or value limitation for certain new types of
 REIT subsidiaries.  The Company believes that the Corporate Subsidiaries
 may fit within one of these newly proposed REIT subsidiaries, the total
 value of which the Proposal would not permit to exceed 15% of a REIT's
 total assets.  The Proposal would also disallow interest deductions on
 payments made by these new categories of REIT subsidiaries with respect to
 debt owed directly or indirectly to a related REIT.  
  
      It is unclear what impact, if any, the provisions of the Proposal, if
 enacted into law, would have on the Federal income tax treatment of the
 Corporate Subsidiaries.  The 15% limitation would not have a significant
 impact on the contemplated activities of the REIT.  The REIT, however, will
 guarantee the debt of certain of its Corporate Subsidiaries.  Under the
 Proposal, interest deductions with respect to such debt might be
 disallowed.   
  
      The Partnership will continue to monitor Congress' consideration of
 the Proposal, but cannot predict whether one or more provisions will pass,
 what form any final legislative language might take if so passed, or the
 effective date of any such legislation.  No assurance can be made that the
 Proposal or other future legislation will not adversely affect the REIT's
 financial condition or results of operations. 



                                 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 12, 1999             By:   /s/ DIANE M. IRVINE 
                                         -----------------------------
                                         Diane M. Irvine
                                         Vice President and 
                                         Chief Financial Officer
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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) MARCH 12, 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 
  
 FEDERAL INCOME TAX DEVELOPMENTS 
  
      The Clinton Administration's 1999 Budget Proposal (the "Proposal")
 contains certain provisions which, if enacted into law, would affect REITs
 in general and the REIT in particular.  The tax-related provisions
 contained in the Clinton Administration's 1998 Budget Proposal, which are
 now superseded by the Proposal, are discussed in the Proxy
 Statement/Prospectus under the heading "Risk Factors -- Other Tax Risks -- 
 Uncertain Impact of Budget Proposal."  The Partnership cannot predict
 whether the Proposal will be enacted into law and, if enacted, what its
 ultimate provisions would be.  The Proposal does not contain any
 legislative language and, therefore, it is difficult to assess its
 potential impact. 
  
      One part of the Proposal, if enacted into law, would alter the current
 Federal income tax treatment of the non-qualified REIT subsidiaries that
 will conduct some of the operations of the REIT (the "Corporate
 Subsidiaries").  The Proposal would supplement the current requirement that
 a REIT own no more than 10% of the voting stock of any corporation with an
 additional restriction that a REIT could own no more than 10% of the value
 of all classes of stock of any corporation, including the stock of non-
 qualified REIT subsidiaries.  The Proposal describes in general terms
 exceptions to the 10% vote or value limitation for certain new types of
 REIT subsidiaries.  The Company believes that the Corporate Subsidiaries
 may fit within one of these newly proposed REIT subsidiaries, the total
 value of which the Proposal would not permit to exceed 15% of a REIT's
 total assets.  The Proposal would also disallow interest deductions on
 payments made by these new categories of REIT subsidiaries with respect to
 debt owed directly or indirectly to a related REIT.  
  
      It is unclear what impact, if any, the provisions of the Proposal, if
 enacted into law, would have on the Federal income tax treatment of the
 Corporate Subsidiaries.  The 15% limitation would not have a significant
 impact on the contemplated activities of the REIT.  The REIT, however, will
 guarantee the debt of certain of its Corporate Subsidiaries.  Under the
 Proposal, interest deductions with respect to such debt might be
 disallowed.   
  
      The Partnership will continue to monitor Congress' consideration of
 the Proposal, but cannot predict whether one or more provisions will pass,
 what form any final legislative language might take if so passed, or the
 effective date of any such legislation.  No assurance can be made that the
 Proposal or other future legislation will not adversely affect the REIT's
 financial condition or results of operations. 

                                 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 12, 1999             By:   /s/ DIANE M. IRVINE 
                                         -----------------------------
                                         Diane M. Irvine
                                         Vice President and 
                                         Chief Financial Officer