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) May 21, 2009


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

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 May 21, 2009 the Partnership announced a quarterly distribution of 20 cents per unit, effective for unitholders of record on June 4, 2009 and payable on June 18, 2009 and the extension of our unit repurchase plan to purchase an additional $2.5 million of limited partner units once the current authorization is complete.  A copy of that press release is attached hereto as Exhibit 99.1. 

Item 9.01.           FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.          Description

99.1                      Press release of the registrant dated May 21, 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.

Exhibit 99.1

Pope Resources Announces Quarterly Distribution and Extension of Unit Repurchase Plan for up to an Additional $2.5 Million

POULSBO, Wash.--(BUSINESS WIRE)--May 21, 2009--Pope Resources (NASDAQ:POPE) announced today a quarterly distribution of 20 cents per unit, effective for unitholders of record on June 4, 2009 and payable on June 18, 2009.

In addition, the Partnership today announced that the company has extended its unit repurchase plan once the current authorization to repurchase $2.5 million of limited partner units is completed. The extension of the plan authorizes an additional repurchase of up to $2.5 million of limited partner units, subject to certain conditions and other contingencies established under the plan and certain restrictions arising under applicable law.

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. 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.poperesources.com. The contents of our website are not incorporated into this release or into our filings with the Securities and Exchange Commission.

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