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 1, 2007
                                                         ----------------


                 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 2.02: RESULTS OF OPERATIONS AND FINANCIAL CONDITION On February 1, 2007 the registrant issued a press release relating to its earnings for the quarter ended December 31, 2006. 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 February 1, 2007 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: February 1, 2007 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 Reports Fourth Quarter Earnings of $7.8 Million


    POULSBO, Wash.--(BUSINESS WIRE)--Feb. 1, 2007--Pope Resources
(Nasdaq:POPEZ) reported net income of $7.8 million, or $1.63 per
diluted ownership unit, on revenues of $16.5 million for the quarter
ended December 31, 2006. This compares to net income of $0.9 million,
or 18 cents per diluted ownership unit, on revenues of $8.9 million
for the quarter ended December 31, 2005.

    Net income for the year ended December 31, 2006, totaled $24.9
million, or $5.23 per diluted ownership unit, on revenues of $66.3
million. For the corresponding period in 2005, net income totaled
$13.7 million, or $2.88 per diluted ownership unit, on revenues of
$57.0 million.

    Earnings before interest, income tax, depreciation, depletion, and
amortization (EBITDDA) for the quarter ended December 31, 2006, were
$8.5 million, compared to $2.9 million for the fourth quarter of 2005.
For the year ended December 31, 2006, EBITDDA was $33.2 million,
compared to $28.4 million in 2005.

    "We enjoyed record results in 2006, thanks to a series of major
real estate sales that closed following years of effort and planning,"
said David L. Nunes, President and CEO. "Over 52% of our profit and
27% of revenue for 2006 resulted from the sale of two real estate
parcels, a 200-acre residential land sale in Bremerton and the sale of
a 17-acre commercial property in Gig Harbor."

    Fourth quarter 2006 results for our Fee Timber segment were very
modest, with operating income of $0.8 million, representing half the
corresponding 2005 level of $1.6 million; however, this was expected
as we front-loaded over 90% of our annual harvest volume during the
first three quarters of 2006. Average realized log prices in the
current quarter were $619 per thousand board feet (MBF), up 12% from
the corresponding quarter in 2005, while log volumes decreased from 8
million board feet (MMBF) in 2005 to 4 MMBF in 2006. On a year-to-date
basis, average realized log prices increased 6%, rising from $576 per
MBF in 2005 to $611 per MBF in 2006. Total harvest volume decreased
from 74 MMBF in 2005 to 55 MMBF in 2006, based on a planned reduction
following the completion of harvest volume coming from two
acquisitions made in 2004.

    Notwithstanding this 27% drop in harvest volume, Fee Timber
operating income declined by only 11%, from $16.3 million in 2005 to
$14.6 million in 2006, as a result of the increase in log price
realizations and because the 2005 segment results were burdened by
higher than usual depletion costs associated with a separate depletion
pool from one of the aforementioned 2004 acquisitions. Nearly 23% of
our 2005 log sales volume and 13% of our 2006 log sales volume related
to harvests from a late-2004 timberland purchase where we created a
discrete depletion pool because this property was stocked primarily
with merchantable timber.

    For the fourth quarter, our Real Estate segment generated
operating income of $7.9 million on revenues of $13.0 million,
compared to a $0.1 million loss for the fourth quarter of 2005 on
revenues of $1.1 million. A majority of the revenue and operating
income during the fourth quarter of 2006 related to the $12 million
sale of a 200-acre residential parcel in Bremerton, Washington;
however, a portion of this revenue recognition was deferred to 2007
pending our completion of certain land improvements. As a result,
$10.7 million of this sale was recognized as revenue in the fourth
quarter of 2006, contributing $7.7 million of the quarter's operating
income. Full year 2006 results for the Real Estate segment reflect
operating income of $13.9 million on revenues of $27.3 million,
compared to $1.3 million of operating income on revenues of $4.8
million for 2005. The full-year improvement in segment results is
driven by the Bremerton residential property sale together with two
closings from our Harbor Hill project in Gig Harbor, Washington, an
11-acre business park transaction and the aforementioned 17-acre
commercial property transaction.

    Fourth quarter operating results for our Timberland Management &
Consulting segment declined from $1.5 million in 2005 to a $100,000
loss in 2006. For the full year, this segment posted operating income
of $1.3 million, compared to $3.5 million for 2005. The decline in
operating income from this segment is the result of fewer assets under
management as well as lower property disposition fees earned in 2006.

    The financial schedules attached to this earnings release provide
detail on individual segment results and operating statistics.

    About Pope Resources

    Pope Resources, a publicly traded limited partnership, and its
subsidiaries Olympic Resource Management and Olympic Property Group,
own or manage 430,000 acres of timberland and development property in
Washington and Oregon. In addition, we provide forestry consulting and
timberland investment 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. The
contents of our website are not incorporated into this release or into
our filings with the Securities and Exchange Commission.

    This press release contains a number of projections and statements
about our expected financial condition, operating results, business
plans and objectives. These statements reflect management's estimates
based on current goals and its expectations about future developments.
Because these statements describe our goals, objectives, and
anticipated performance, they are inherently uncertain, and some or
all of these statements may not come to pass. Accordingly, they should
not be interpreted as promises of future management actions or
financial performance. Our future actions and actual performance will
vary from current expectations and under various circumstances the
results of these variations may be material and adverse. Some of the
factors that may cause actual operating results and financial
condition to fall short of expectations include factors that affect
our ability to anticipate and respond adequately to fluctuations in
the market prices for our products; environmental and land use
regulations that limit our ability to harvest timber and develop
property; labor, equipment and transportation costs that affect our
net income; our ability to discover and accurately to estimate
liabilities associated with our properties; and economic conditions
that affect consumer demand for our products and the prices we receive
for them. Other factors are set forth in that part of our Annual
Report on Form 10-K entitled "Risk Factors." Other issues that may
have an adverse and material impact on our business, operating
results, and financial condition include those risks and uncertainties
discussed in our other filings with the Securities and Exchange
Commission. Forward-looking statements in this release are made only
as of the date shown above, and we cannot undertake to update these
statements.

    Management considers earnings (net income or loss) before interest
expense, income taxes, depreciation, depletion and amortization
(EBITDDA) to be an important measure of operating profitability,
particularly when comparing results between different timber-owning
companies because there are varying methods of calculating depletion
expense under GAAP. With different issuers employing various
calculation methodologies, disclosure of EBITDDA can make it easier
for the reader to make meaningful comparisons between the operating
results and cash-generating capabilities of different timber
companies.


            Pope Resources, A Delaware Limited Partnership
                              Unaudited

                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (all amounts in $000's, except per
                                             unit amounts)

                                Three months ended Twelve months ended
                                   December 31,       December 31,
                                   2006     2005     2006      2005

Revenues                         $16,533  $ 8,907  $ 66,250  $ 57,006
Costs and expenses:
  Cost of sales                   (4,716)  (2,751)  (25,753)  (24,596)
  Operating expenses              (4,235)  (4,264)  (14,592)  (14,931)
                                --------- -------- --------- ---------
Operating income                   7,582    1,892    25,905    17,479
  Interest, net                       16     (539)     (625)   (2,477)
                                --------- -------- --------- ---------
Income before income taxes and
 minority interest                 7,598    1,353    25,280    15,002
Income tax provision                  14     (435)     (439)     (997)
                                --------- -------- --------- ---------
Income before minority interest    7,612      918    24,841    14,005
  Minority interest                  181      (46)       69      (321)
                                --------- -------- --------- ---------
Net income                       $ 7,793  $   872  $ 24,910  $ 13,684
                                ========= ======== ========= =========

Average units outstanding -
 Basic                             4,647    4,621     4,642     4,607
                                ========= ======== ========= =========
Average units outstanding -
 Diluted                           4,778    4,773     4,762     4,751
                                ========= ======== ========= =========

Basic net income per unit        $  1.68  $  0.19  $   5.37  $   2.97
                                ========= ======== ========= =========
Diluted net income per unit      $  1.63  $  0.18  $   5.23  $   2.88
                                ========= ======== ========= =========


                                              CONSOLIDATED BALANCE
                                                      SHEETS
                                             (all amounts in $000's)

                                                      December 31,
                                                     2006      2005
                                                   --------- ---------
Assets:
  Cash                                             $  7,194  $  3,362
  Short term investments                             25,000    15,000
  Other current assets                                8,917     5,769
  Roads and timber                                   97,883    53,019
  Properties and equipment                           39,253    28,543
  Other assets                                        2,035       665
                                                   --------- ---------
    Total                                          $180,282  $106,358
                                                   ========= =========
Liabilities and partners' capital:
  Current liabilities                              $ 14,775  $  7,454
  Long-term debt, excluding current portion          30,866    32,281
  Other long-term liabilities                        47,036       218
                                                   --------- ---------
  Total liabilities                                  92,677    39,953
  Partners' capital                                  87,605    66,405
                                                   --------- ---------
    Total                                          $180,282  $106,358
                                                   ========= =========


            RECONCILIATION BETWEEN NET INCOME AND EBITDDA
                       (all amounts in $000's)

                                Three months ended Twelve months ended
                                   December 31,       December 31,
                                    2006    2005       2006     2005

Net income                         $7,793  $  872    $24,910  $13,684
Added back:
 Interest, net                        (16)    539        625    2,477
 Depletion                            522     922      6,492   10,611
 Depreciation and amortization        178     159        712      641
 Income tax expense                   (14)    435        439      997
                                ---------- ------- ---------- --------
EBITDDA                            $8,463  $2,927    $33,178  $28,410
                                ========== ======= ========== ========


       RECONCILIATION BETWEEN CASH FROM OPERATIONS AND EBITDDA
                       (all amounts in $000's)

                                Three months ended Twelve months ended
                                   December 31,       December 31,
                                   2006     2005       2006     2005

Cash from operations             $15,148  $ 6,656    $43,571  $28,909
Added back:
  Change in working capital        3,889        -      5,324        -
  Interest                             -      539        625    2,477
  Deferred revenue                     -        -          -      614
  Minority interest                  143        -         31        -
  Deferred taxes                       -      435          -        -
  Income tax provision                 -        -        439      997
Less:
  Change in working capital            -   (4,456)         -   (4,075)
  Interest                           (16)       -          -        -
  Deferred revenue                (7,502)     (81)    (8,533)       -
  Cost of land sold               (2,981)     (90)    (7,818)    (434)
  Deferred taxes                     (27)       -        (16)       -
  Equity based compensation         (177)     (76)      (444)     (76)
  Income tax provision               (14)       -          -        -
  Other                                -        -         (1)      (2)
                                --------- -------- ---------- --------
EBITDDA                          $ 8,463  $ 2,927    $33,178  $28,410
                                ========= ======== ========== ========


                                         SEGMENT INFORMATION
                                       (all amounts in $000's)

                                Three months ended Twelve months ended
                                   December 31,       December 31,
                                   2006     2005       2006     2005

Revenues:
  Fee Timber                     $ 2,973  $ 5,194    $35,260  $44,424
  Timberland Management &
   Consulting (TM&C)                 524    2,641      3,670    7,764
  Real Estate                     13,036    1,072     27,320    4,818
                                --------- -------- ---------- --------
    Total                         16,533    8,907     66,250   57,006
EBITDDA:
  Fee Timber                       1,247    2,544     21,004   27,034
  TM&C                               (46)   1,508      1,262    3,637
  Real Estate                      8,274      (10)    14,511    1,448
  General & administrative        (1,012)  (1,115)    (3,599)  (3,709)
                                --------- -------- ---------- --------
    Total                          8,463    2,927     33,178   28,410
Depreciation, depletion and
 amortization:
  Fee Timber                         318      950      6,266   10,714
  TM&C                                19       23         73       97
  Real Estate                        325       43        647      178
  General & administrative            38       65        218      263
                                --------- -------- ---------- --------
    Total                            700    1,081      7,204   11,252
Operating income/(loss):
  Fee Timber                         783    1,594     14,592   16,320
  TM&C                              (100)   1,485      1,266    3,540
  Real Estate                      7,949      (53)    13,864    1,270
  General & administrative        (1,050)  (1,134)    (3,817)  (3,651)
                                --------- -------- ---------- --------
    Total                        $ 7,582  $ 1,892    $25,905  $17,479
                                ========= ======== ========== ========


                                         SELECTED STATISTICS

                               Three months ended  Twelve months ended
                               31-Dec-06 31-Dec-05 31-Dec-06 31-Dec-05
Log sale volumes (thousand
 board feet):
 Sawlogs
  Douglas-fir                     2,046     4,923    38,954    43,720
  Whitewood                         172     1,170     3,800    11,007
  Cedar                             301       229     1,075     4,447
  Hardwood                          421       699     3,591     5,143
 Pulp
  All species                       763     1,319     7,113     9,928
                               --------- --------- --------- ---------
  Total                           3,703     8,340    54,533    74,245
                               ========= ========= ========= =========

Average price realizations
 (per thousand board feet):
 Sawlogs
  Douglas-fir                       621       653       669       644
  Whitewood                         419       446       445       472
  Cedar                           1,183       908     1,093       942
  Hardwood                          815       544       681       605
 Pulp
  All species                       328       225       268       213
  Overall                           619       554       611       576

Owned timber acres              114,000   117,000   114,000   117,000
Acres under management          316,000   439,000   316,000   439,000
Capital expenditures ($000's)  $  3,177     4,132  $ 10,508     6,756
Depletion ($000's)                  522       922     6,492    10,611
Depreciation ($000's)               178       159       712       641
Debt to total capitalization         27%       34%       27%       34%


                                  QUARTER TO QUARTER COMPARISONS
                             (Amounts in $000's except per unit data)

                             Q4 2006 vs. Q4 2005   Q4 2006 vs. Q3 2006

                                     Total                Total

Net income:
 4th Quarter 2006                   $      7,793         $      7,793
 3rd Quarter 2006                                               8,279
 4th Quarter 2005                            872
                              -------------------   ------------------
    Variance                        $      6,921         $       (486)

Detail of earnings variance:
Fee Timber
 Log price realizations (A)         $        241         $        (15)
 Log volumes (B)                          (2,569)              (5,261)
 Depletion                                   667                  803
 Production costs                            823                1,588
 Other Fee Timber                             28                  106
Timberland Management &
 Consulting
 Management fee changes                     (624)                  46
 Disposition fee changes                  (1,388)                   -
 Other Timberland Mgmnt &
  Consulting                                 427                 (179)
Real Estate
 Environmental remediation
  liability                                  (56)                 (32)
 Land sales                                9,106                2,838
 Other Real Estate                        (1,049)                (525)
General & administrative
 costs                                        84                 (189)
Interest expense                             391                  115
Other (taxes, minority int.,
 interest inc.)                              840                  219
                              -------------------   ------------------
Total change in earnings            $      6,921         $       (486)
                              ===================   ==================


(A) Price variance calculated by extending the change in average
 realized price by current period volume.

(B) Volume variance calculated by extending change in sales volume by
 the average log sales price for the comparison period.


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