8-K

                       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) December 6, 2005
                                                         ----------------



                 Pope Resources, A Delaware Limited Partnership
             (Exact name of registrant as specified in its charter)



             Delaware                                       91-1313292
             --------                                       ----------
  (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                        Identification No.)



                19245 Tenth Avenue NE, Poulsbo, Washington 98370
                ------------------------------------------------
               (Address of principal executive offices) (ZIP Code)


        Registrant's telephone number, including area code (360) 697-6626
                                                           --------------



                                 NOT APPLICABLE
                                 --------------
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

[ ] Written communications  pursuant to Rule 425 under the Securities
    Act (17 CFR 230.425)
[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange
    Act (17 CFR 240.14a-12)
[ ] Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
    Exchange Act (17 CFR 240.14d-(b))
[ ] Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
    Exchange Act (17 CFR 240.13e-4(c))





                    INFORMATION TO BE INCLUDED IN THE REPORT
                    ----------------------------------------


Item 5.02:  Departure of Directors or Principal Officers; Election of Directors;
            Appointment of Principal Officers.

Marco F. Vitulli, a director of the registrant's  managing general partner, Pope
MGP, Inc., has retired effective December 6, 2005.

Pursuant to the registrant's  Agreement of Limited Partnership,  as amended, the
board of  directors of Pope MGP,  Inc.,  serves as the board of directors of the
registrant.  Composition of the managing general partner's board of directors is
governed by a stockholder  agreement  which,  among other things,  permits those
stockholders to designate a replacement for Mr. Vitulli. Acting pursuant to that
agreement the  stockholders  of Pope MGP, Inc., have appointed John E. Conlin to
replace Mr. Vitulli.  Mr. Conlin will be a member of the Audit Committee and the
Human Resources Committee of the board of directors.

Also on December 6, 2005 the registrant issued a press release announcing the
changes in the board composition of its managing general partner. A copy of that
press release is furnished herewith as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits

Exhibit No.       Description
- ----------        -----------

99.1              Press release of the registrant dated December 6, 2005

SIGNATURES
- ----------


Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


                           POPE RESOURCES, A DELAWARE LIMITED
                           PARTNERSHIP


DATE: December 6, 2005           BY: /s/ Thomas M. Ringo
                                     -------------------
                                     Thomas M. Ringo
                                     Vice President and Chief Financial Officer,
                                       Pope Resources, A Delaware Limited
                                       Partnership, and Pope MGP, Inc.,
                                       General Partner







                                  Exhibit 99.1
             Press Release of the Registrant dated December 6, 2005

EX-99.1

                                                                    Exhibit 99.1

         Pope Resources Announces Change in Board Composition

    POULSBO, Wash.--(BUSINESS WIRE)--Dec. 6, 2005--Pope Resources
(Nasdaq:POPEZ) today announced the election of John E. Conlin to the
Board of Directors of the company's managing general partner, Pope
MGP, Inc. Mr. Conlin replaces Marco F. Vitulli, who is retiring as a
Director after 20 years of service dating back to the inception of
Pope Resources. Director Peter T. Pope, who has served on the Board
with Mr. Vitulli throughout the company's history, noted that "Marco
has provided stable leadership and valuable counsel throughout his
tenure, particularly on real estate matters as the company's business
has evolved."
    Mr. Conlin is the co-founder of Education Partners, a firm
operating in the health and wellness industry. He previously served as
CEO of Robertson Stephens, an investment bank based in San Francisco,
California. His banking experience also includes 16 years with Credit
Suisse First Boston where he held various senior management positions
in the U.S. and Europe. He received a B.A. degree from the University
of Rochester and an M.B.A. from the University of Michigan. Mr. Conlin
is a Director of ACME Communications (Nasdaq:ACME), Montgomery &
Company, and Cannell Capital Management.

    About Pope Resources

    Pope Resources, a publicly traded limited partnership, and its
subsidiaries Olympic Resource Management and Olympic Property Group,
own or manage over 560,000 acres of timberland and development
property in Washington, Oregon, and California. In addition, it
provides forestry consulting and timberland management services to
third-party owners and managers of timberland. The company and its
predecessor companies have owned and managed timberlands and
development properties for more than 150 years. Additional information
on the company can be found at www.orm.com.



    CONTACT: Pope Resources
             Tom Ringo, 360-697-6626
             Fax: 360-697-1156