SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* COVEY MICHAEL J (Last) (First) (Middle) 999 THIRD AVE. STE. 4300 (Street) SEATTLE WA 981044040 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PLUM CREEK TIMBER CO INC [ PCL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Ex. Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 01/13/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/13/2005		A(1)		11,895	A	$38.44	32,059	I	By Vanguard Trust
Common Stock	01/13/2005		A(2)		3,909	A	$38.44	35,968	I	By Vanguard Trust
Common Stock								7,118.24	I	By Trust
Common Stock								1,803	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (2004 SIP)	$30.91							(3)	02/02/2014	Common Stock	35,000		35,000	D
Stock Option (2003 SIP)	$21.91							(3)	01/28/2013	Common Stock	35,000		35,000	D
Stock Option (2002 SIP)	$29.7							(3)	01/24/2012	Common Stock	35,000		35,000	D
Stock Option (2001 SIP)	$26.25							(3)	01/25/2011	Common Stock	30,000		30,000	D

Explanation of Responses:

1. Represents shares of Stock acquired pursuant to the settlement of performance rights awarded under the Issuer's Stock Incentive Plan (Plan). The performance rights vest at a percentage of face value depending upon the achievement of a measure of total shareholder return at the end of the three-year performance period relative to a peer group of forest product companies selected by the Issuer's Compensation Committee. If the participant does not meet the Issuer's Stock Ownership Guidelines, up to 50% of the settlement value payment is paid in Stock based on the closing price of the Stock on 12/31/04. Performance rights vested and were therefore payable when achievement of the performance goal was certified by the Issuer's Compensation Committee on 1/13/04.

2. Represents shares of Stock acquired pursuant to the settlement of dividend equivalent rights (DERs) awarded under the Plan. DERs represent the right to receive, at the end of a five-year performance period, a payment equal to the per-share dividend paid over the performance period by the Issuer multiplied by the number of unexercised stock options, upon the achievement of a measure of TSR. Each year of the performance period a participant may earn an amount equal to the Issuer's current year dividend plus prior-year unearned dividends to the extent the Issuer's annualized TSR equals or exceeds 13%. If the participant does not meet the Issuer's Stock Ownership Guidelines, up to 50% of the settlement value payment is paid in Stock based on the Stock's 12/31/04 closing price. DERs became payable when achievement of the performance goals over the performance period was certified by the Issuer's Compensation Committee on 1/13/05.

3. The option issued under the Plum Creek Stock Incentive Plan provides the right to purchase Common Stock at the fair market value thereof on the date of grant, and will be exercisable after vesting. The option vests in four equal annual installments, beginning one year after the date of grant.

	By: Jose J. Quintana, Power of Attorney	01/13/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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