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) October 25, 2004
                                                         ----------------


                 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 2.01: COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS On October 25, 2004 the registrant issued a press release announcing that is has entered a definitive purchase and sale agreement to acquire 1,339 acres of timberland in western Washington for $12.3 million from a private party. 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 October 25, 2004. 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: October 25, 2004 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

           Pope Resources Announces Timberland Acquisition

    POULSBO, Wash.--(BUSINESS WIRE)--Oct. 25, 2004--Pope Resources
(Nasdaq:POPEZ) announced today that it has entered into a definitive
purchase and sale agreement to acquire 1,339 acres of timberland in
western Washington for $12.3 million from a private party. The
property being acquired is interspersed among acreage that Pope
Resources already owns in Jefferson County. The transaction is
expected to close within 30 days and will be funded primarily with
cash on hand supplemented by a small amount of short-term debt.
    "These lands block up nicely with our existing Hood Canal tree
farm, fill in some inholdings, and include several tracts that will be
added to the portfolio of our Real Estate segment," stated David L.
Nunes, President and CEO. "This property also includes a significant
volume of high-quality merchantable timber, which we expect to harvest
over the next few years. As a result of the harvest of this mature
timber, we expect to fully recoup the purchase price during this
timeframe."

    About Pope Resources

    Pope Resources, a publicly traded limited partnership, and its
subsidiaries Olympic Resource Management and Olympic Property Group,
own over 117,000 acres of timberland and development property in
Washington. In addition, it provides forestry consulting and
timberland management services to third-party owners and managers of
timberland in Washington, Oregon, and California. 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