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 4, 2008

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

N/A

(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:

¨ 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 240.14.d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5. Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On February 4, 2008, the Compensation Committee of the Board of Directors (the “Board”) of Plum Creek Timber Company, Inc. (the “Company”) authorized the payment of annual incentive cash bonus awards under the terms of the Company’s Annual Incentive Plan. The following table sets forth the cash payment for the 2007 incentive bonus to the Company’s current named executive officers listed in the Company’s 2007 definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2007:

Name and Position	Annual Incentive Award
Rick R. Holley President and Chief Executive Officer	$816,200
Thomas M. Lindquist Executive Vice President and Chief Operating Officer	$375,638
David W. Lambert Senior Vice President and Chief Financial Officer	$222,600
James A. Kilberg Senior Vice President, Real Estate & Land Management	$233,730

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

(a) The Board amended Article V of the Company’s Amended and Restated By-Laws, effective February 5, 2008. The purpose of the by-law amendment was to authorize the recording of ownership of the Company’s stock by direct registration, or book entry, and expressly allow for the issuance and transfer of the Company’s stock without the requirement of a stock certificate. The Board also adopted a resolution permitting the issuance of common stock in uncertificated form. The amendment is intended to comply with New York Stock Exchange rules requiring that listed companies be eligible for participation in the Direct Registration System. Holders of the Company’s common stock currently evidenced by one or more stock certificates may continue to hold their shares in certificated form, and recipients or transferees of the stock may request the Company’s transfer agent to issue one or more certificates to evidence their shares. A copy of the by-law amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

Section 9. Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibits are filed with this document:

Exhibit No.
3.1	Second Amendment to the Amended and Restated By-Laws of Plum Creek Timber Company, Inc., as previously amended (filed herewith).
10.1	Plum Creek Timber Company, Inc. Annual Incentive Plan. (Incorporated by reference to Exhibit 10.13 to Form 10-K, File No. 1-10239, for the year ended December 31, 2000 and filed March 5, 2001). Committee Guidelines for Annual Incentive Plan Awards (Incorporated by reference to Form 8-K, File No. 1-10239, filed April 6, 2006).

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 7, 2008

Plum Creek Timber Company, Inc.

Exhibit Index

Exhibit No.
3.1	Second Amendment to the Amended and Restated By-Laws of Plum Creek Timber Company, Inc., as previously amended (filed herewith).
10.1	Plum Creek Timber Company, Inc. Annual Incentive Plan. (Incorporated by reference to Exhibit 10.13 to Form 10-K, File No. 1-10239, for the year ended December 31, 2000 and filed March 5, 2001). Committee Guidelines for Annual Incentive Plan Awards (Incorporated by reference to Form 8-K, File No. 1-10239, filed April 6, 2006).

EX-3.1

Exhibit 3.1

SECOND AMENDMENT

TO THE

AMENDED AND RESTATED BY-LAWS

OF

PLUM CREEK TIMBER COMPANY, INC.

The Amended and Restated By-Laws of Plum Creek Timber Company, Inc., as previously amended on February 7, 2007 (the “By-Laws”) are hereby amended, effective February 5, 2008, as set forth below:

Section 1 of Article V of the By-Laws is hereby amended and restated in its entirety as follows:

Section 1. Form of Certificates. The shares of stock of the Corporation shall be represented by a certificate, unless and until the Board of Directors of the Corporation adopts a resolution permitting shares to be uncertificated. Notwithstanding the adoption of any such resolution providing for uncertificated shares, every holder of stock of the Corporation theretofore represented by certificates and, upon request, every holder of uncertificated shares, shall be entitled to have a certificate for shares of stock of the Corporation signed by, or in the name of the Corporation by, (i) the Chairman of the Board of Directors, the President or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by such stockholder in the Corporation.

Section 4 of Article V of the By-Laws is hereby amended and restated in its entirety as follows:

Section 4. Transfers. Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these By-Laws. Transfers of stock shall be made on the books of the Corporation, and in the case of certificated shares of stock, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefore, properly endorsed for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s attorney lawfully constituted in writing, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement. With respect to certificated shares of stock, every certificate exchanged, returned or surrendered to the Corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.