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):   November 14, 2005 (November 8, 2005)

PLUM CREEK TIMBER COMPANY, INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE	1-10239	91-1912863
(State of Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer 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

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

Item 1.01 Entry into a Material Definitive Agreement

On November 8, 2005, Plum Creek Timberlands, L.P. (the “Partnership”) and Plum Creek Timber Company, Inc. (the “Company” and together with the Partnership, the “Issuers”) entered into a Purchase Agreement (the “Purchase Agreement”) with Banc of America Securities LLC and Goldman, Sachs & Co., as representatives of the several underwriters named therein (the “Underwriters”), pursuant to which the Underwriters agreed to purchase from the Partnership $300,000,000 aggregate principal amount of its 5.875% Notes due 2015 (the “Notes”), which are fully and unconditionally guaranteed by the Company (the “Guarantees”, and together with the Notes, the “Securities”).  The Securities will be issued pursuant to an Indenture, dated November 14, 2005, by and among the Partnership, as issuer, the Company, as guarantor, and U.S. Bank National Association, as trustee, as supplemented by an Officer’s Certificate, dated November 14, 2005 (the “Certificate”).  The Issuers expect the sale of the Securities to close on November 14, 2005.

The Notes will bear interest at the rate of 5.875% per year.  Interest on the Notes is payable on May 15 and November 15 of each year, beginning on May 15, 2006.  The Notes will mature on November 15, 2015.  The Partnership may redeem some or all of the Notes at any time prior to maturity at a redemption price equal to the sum of 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued but unpaid interest, if any, to but not including the redemption date, plus, a make-whole amount, as specified in the Indenture.  The Notes will be unsecured and unsubordinated obligations of the Partnership and will rank equally with all of the Partnership’s other unsecured and unsubordinated indebtedness from time to time outstanding.  The Indenture will limit the ability of the Partnership and its restricted subsidiaries from incurring secured debt and entering into sale and leaseback transactions and will limit the Partnership’s ability to consolidate, merger or sell all or substantially all of its assets.  The Indenture also contains customary event of default provisions.

The Guarantees by the Company will be an unsecured and unsubordinated obligation of the Company and will rank equally with all of the Company’s other unsecured and unsubordinated indebtedness from time to time outstanding.  The Company has no material assets other than its investment in the Partnership.  The Partnership is indirectly wholly-owned by the Company.

The public offering price of the Notes was 99.731% of the principal amount.  The Partnership expects to receive net proceeds of approximately $297.2 million and to use such net proceeds to finance the acquisition of timberlands from Escanaba Timber LLC and for general operational purposes, which may include, but are not limited to, working capital, capital expenditures and the financing of future acquisitions.

The Securities were offered and sold pursuant to the Issuers’ shelf registration statements on Form S-3 (Registration Nos. 333-118516 and 333-118516-01) under the Securities Act of 1933, as amended, which was declared effective by the Securities and Exchange Commission (the “SEC”) on November 7, 2005.  The Issuers have filed with the SEC a prospectus supplement, dated November 8, 2005, together with the accompanying prospectus, dated November 7, 2005, relating to the offering and sale of the Securities.

For a complete description of the terms and conditions of the Purchase Agreement, the Indenture, the Certificate and the Notes, please refer to the Purchase Agreement, the Indenture, the Certificate and the form of Note, each of which is incorporated herein by reference and attached to this Current Report on Form 8-K as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively.

Certain of the Underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, investment banking, commercial banking and general financing services for the Issuers, including as a participant in the Issuers’ credit facilities, for which they received or will receive customary fees and expenses.

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Item 2.03  Creation of Direct Financial Obligation Or Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 is incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits

(d)Exhibits.  The following Exhibits are filed with this report on Form 8-K:

Exhibit No.	Description of Exhibits
1.1	Purchase Agreement, dated November 8, 2005, by and among Plum Creek Timberlands, L.P., Plum Creek Timber Company, Inc., and Banc of America Securities LLC and Goldman, Sachs & Co., as representatives of the several underwriters named therein.
4.1	Indenture, dated as of November 14, 2005, by and among Plum Creek Timberlands, L.P., as issuer, Plum Creek Timber Company, Inc., as guarantor, and U.S. Bank National Association, as trustee.
4.2	Officer’s Certificate, dated November 14, 2005, establishing the terms and form of the Notes.
4.3	Form of Note and Guarantee (included in Exhibit 4.2 above).
5.1	Opinion Letter of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Notes.
23.1	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.1)

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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/ William R. Brown
	William R. Brown
	Executive Vice President and Chief Financial Officer

DATED:  November 14, 2005

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PLUM CREEK TIMBER COMPANY, INC.

Exhibit Index

Exhibit No.	Description of Exhibits
1.1	Purchase Agreement, dated November 8, 2005, by and among Plum Creek Timberlands, L.P., Plum Creek Timber Company, Inc., and Banc of America Securities LLC and Goldman, Sachs & Co., as representatives of the several underwriters named therein.
4.1	Indenture, dated as of November 14, 2005, by and among Plum Creek Timberlands, L.P., as issuer, Plum Creek Timber Company, Inc., as guarantor, and U.S. Bank National Association, as trustee.
4.2	Officer’s Certificate, dated November 14, 2005, establishing the terms and form of the Notes.
4.3	Form of Note and Guarantee (included in Exhibit 4.2 above).
5.1	Opinion Letter of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Notes.
23.1	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.1)

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