8-K

UNITED STATES
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): February 9, 2005

PLUM CREEK TIMBER COMPANY, INC.
(Exact Name of Registrant as Specified in its Charter)

DELAWARE	1-10239	91-1912863
(State of Other Jurisdiction	(Commission File	(I.R.S. Employer
of Incorporation)	Number)	Identification No.)

999 Third Avenue, Suite 4300 Seattle, Washington	98104-4096
(Address of Principal Executive Offices)	(Zip Code)

     (206) 467-3600
     Registrant’s Telephone Number, including area code

Section 1.  Registrant's Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

On February 9, 2005, the Compensation Committee (the "Committee") of the Board of Directors of Plum Creek Timber Company, Inc. (the "Company") authorized the payment of annual incentive (i.e., bonus) awards to each of the Company's executive officers in respect of their individual performance for the year ended December 31, 2004. The annual incentive awards were made pursuant to the Company's Annual Incentive Plan (the "AIP").  The awards amounts were based upon the Company's performance during 2004 as measured against financial goals and strategic objectives established by the Committee at the beginning of the year.  The Committee reviewed the Company’s performance against these pre-established goals, along with individual management performance, and used this information to determine each officer’s AIP bonus.  The following table sets forth cash payments to the Named Executive Officers (which officers were determined by reference to the Company's proxy statement, dated March 19, 2004) in respect of their AIP bonus for 2004:

NAME AND POSITION	YEAR	ANNUAL INCENTIVE AWARD
Rick R. Holley	2004	$   871,884
President and Chief Executive Officer
Michael J. Covey	2004	$   335,250
Executive Vice President
Thomas M. Lindquist	2004	$   270,000
Executive Vice President
William R. Brown	2004	$   264,600
Executive Vice President and Chief Financial Officer
James A. Kraft	2004	$   249,300
Senior Vice President, General Counsel and Secretary

On February 10, 2005, the Committee recommended to the Company’s Board of Directors, and the Board approved, a grant of 2,000 shares of the Company’s common stock to each member of the Board, other than Mr. Holley. The shares of stock were granted under the Company’s Stock Incentive Plan as part of the total compensation package for Board members. Each grant carries a six-month restriction on transfer that expires on August 10, 2005, except for the grant to Mr. Hamid Moghadam, which carries a transfer restriction that expires on the later of (a) August 10, 2005 and (b) the date of his retirement from the Board. A form of the award agreement is filed as an exhibit to this report.

Section 9. Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(c)     Exhibits. The following Exhibit is filed with this report:

Exhibit No.
10.1	Plum Creek Timber Company, Inc. Annual Incentive Plan.  (Filed as an exhibit to Form 10-K, File No. 1-10239, for the year ended December 31, 2000 and incorporated herein by reference).
10.2	Form of Award Agreement (filed herewith).

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, INC.

By:    /s/ James A. Kraft

JAMES A. KRAFT

Senior Vice President, General Counsel and

Secretary

DATED: February 15, 2005

PLUM CREEK TIMBER COMPANY, INC.

Exhibit Index 

Exhibit No.
	10.1	Plum Creek Timber Company, Inc. Annual Incentive Plan. (Filed as an exhibit to Form 10-K, File No. 1-10239, for the year ended December 31, 2000 and incorporated herein by reference).
	10.2	Form of Award Agreement (filed herewith).

EX-10

PLUM CREEK STOCK INCENTIVE PLAN AWARD AGREEMENT

AGREEMENT made as of the 10^th day of February 2005, between Plum Creek Timber Company, Inc., a Delaware corporation (the "Company"), and [Name of Director], a member of the board of directors of the Company ("Director"). Terms used herein, unless otherwise defined herein, shall have the meanings ascribed to them in the Amended and Restated Plum Creek Timber Company, Inc. Stock Incentive Plan, as the same may be amended from time to time (as amended, the “Plan”). To carry out the purposes of the Plan by affording Director the opportunity to acquire shares of common stock, par value $.01 per share, of the Company (the "Stock") and to receive certain other benefits under the Plan, and in consideration of the mutual agreements and other matters set forth herein and in the Plan, the Company and Director hereby agree as follows:

A. Stock Award.

1.          Grant of Stock. The Company hereby grants to Director a total of two-thousand thousand (2,000) shares of stock (the “Stock”), on the terms and conditions set forth herein and in Section 6 of the Plan, which Plan is incorporated herein by reference as a part of this Agreement.

2.          Transfer of Stock. Director may not sell, hypothecate, assign, transfer or otherwise dispose of the Stock to any other person during the period of time beginning on the date hereof and ending on [August 10, 2005] [the later of August 10, 2005 and the date on which Director’s service to the Company as a member of the Board terminates], except for transfers effected by will or the laws of descent and distribution, or pursuant to a "qualified domestic relations order" as defined by the Code. Any attempted transfer, assignment, pledge, hypothecation or other disposition of any shares of the Stock on or prior to August 10, 2005, or any levy of any attachment or similar process upon any shares of the Stock on or prior to August 10, 2005, shall be null and void. From and after [August 10, 2005] [the later of August 10, 2005 and the date on which Director’s service to the Company as a member of the Board terminates], the Stock shall be fully transferable except as provided below in Section B.

3.          [Termination of Service. Except as provided in Section 9 of the Plan with respect to terminations by reason of death or Total Disability or within one year of a Change in Control, if Director’s service to the Company is terminated at any time before August 10, 2005 (voluntarily or involuntarily), the prohibition on transfer described in Section 2 hereof shall remain in effect until August 10, 2005.] [Applicable only for restrictions on transfer expiring on August 10, 2005]

4.          Dividends and Voting of Stock. From and after the date hereof, Director shall earn and be paid dividends on the shares of the Stock at the same time, and in the same amount, as any other holder of the Company’s common stock, and Director shall also enjoy the right to vote shares of the Stock along with other holders of record of the Company’s voting stock.

B. Miscellaneous.

1.Taxes. Director hereby acknowledges that: (a) at such time as the limitations on transfer described above in Section A. 2. cease to apply and the Stock therefore becomes freely transferable in accordance with the terms of this Agreement, the value of the Stock shall represent taxable income to Director at the fair market value of the Stock on such date; and (b) from and after the date hereof, any dividends paid by the Company with respect to the Stock shall also represent taxable income to Director. Director hereby agrees that payment of any tax due on such amounts of taxable income shall be the sole responsibility of Director, and the Company shall not be obligated to make any payment for any taxes on such amounts to the Internal Revenue Service or any other taxing authority.

2.Securities Law Matters. Director agrees that the shares of Stock will not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable securities laws, whether federal, or state. Director also agrees (a) that any certificates representing the shares of Stock acquired hereunder may bear such legend or legends as the Company deems appropriate in order to assure compliance with applicable securities laws, (b) that the Company may refuse to register the transfer of the shares of Stock acquired hereunder on the stock transfer records of the Company if such proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of any applicable securities law and (c) that the Company may give related instructions to its transfer agent, if any, to stop registration of the transfer of the shares of Stock acquired hereunder.

3.Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under Director.

4.Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Washington.

IN WITNESS WHEREOF, the Company has caused this Award Agreement to be duly executed by its officer thereunto duly authorized, and Director has executed this Award Agreement, all as of the day and year first above written.

Plum Creek Timber Company, Inc.

By:_____________________________

Barbara L. Crowe

Vice President, Human Resources

Director Signature _____________________________