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) March 25, 2009


Pope Resources, A Delaware Limited Partnership
(Exact name of registrant as specified in its charter)


Delaware

91-1313292

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

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-2(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 8.01     OTHER EVENTS

On March 25, 2009 the registrant issued a press release announcing that its subsidiary, Olympic Resource Management LLC (“ORMLLC”) has successfully closed an $84 million private equity timber fund, ORM Timber Fund II, Inc. (the “Fund”).   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 March 25, 2009

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:

March 25, 2009

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 Closes $84 Million Timber Fund

POULSBO, Wash.--(BUSINESS WIRE)--March 25, 2009--Pope Resources (NASDAQ:POPE) announced today that its subsidiary, Olympic Resource Management LLC (ORMLLC), which provides forestry consulting and timberland management services to third-party owners and managers of timberland, has successfully closed an $84 million private equity timber fund, ORM Timber Fund II, Inc. The $84 million of committed capital represents $67 million from third-party investors and $17 million to be co-invested by Pope Resources. ORMLLC is actively looking for timberland properties to acquire on behalf of the fund, which will invest in commercial timberlands in the Pacific Northwest.

“The closing of our second timber fund represents a significant step forward in the execution of our strategy to increase our timberland holdings through these fund vehicles,” said David L. Nunes, President and CEO. “Our co-investment alongside third-party investors enables us to spread our capital over a larger timberland portfolio than we could acquire on our own while simultaneously generating timberland management fees from management of fund assets.”

About Pope Resources

Pope Resources, a publicly traded limited partnership, and its subsidiaries Olympic Resource Management and Olympic Property Group, own or manage over 400,000 acres of timberland and development property in Washington and Oregon. 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.poperesources.com.

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