UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________

SCHEDULE 13G AMENDMENT #2

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

Pope Resources, A Delaware Limited Partnership

_______________________________________________________________

(Name of Issuer)

Limited Partnership Units

_______________________________________________________________

(Title of Class of Securities)

732857107

______________________________________________________________

(CUSIP Number)

December 31, 2010

______________________________________________________________

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which the Schedule is filed:

£ Rule 13d-1(b)

T Rule 13d-1(c)

£ Rule 13d-1(d)

CUSIP NO. 732857107

SCHEDULE 13G

Page 2 of 6

1.	NAMES OF REPORTING PERSONS Stafford Timberland V Investment Nominee Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) £ (b) £ Not Applicable.
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER -0-
		6.	SHARED VOTING POWER -0-
		7.	SOLE DISPOSITIVE POWER -0-
		8.	SHARED DISPOSITIVE POWER -0-
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES £
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.00%
12.	TYPE OF REPORTING PERSON CO

CUSIP NO. 732857107

SCHEDULE 13G

Page 3 of 6

Item 1(a).

Name of Issuer:

Pope Resources, A Delaware Limited Partnership

Item 1(b).

Address of Issuer’s Principal Executive Offices:

19245 10th Avenue NE, Poulsbo, Washington 98370

Item 2(a).

Name of Person Filing:

Stafford Timberland V Investment Nominee Ltd.

Item 2(b).

Address of Principal Business Office:

49/50 Eagle Wharf Road

London N17ED

United Kingdom

Item 2(c).

Citizenship:

United Kingdom

Item 2(d).

Title of Class of Securities

Limited Partnership Units

Item 2(e).

CUSIP Number:

732857107

CUSIP NO. 732857107

SCHEDULE 13G

Page 4 of 6

Item 3.

If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

___

Broker or dealer registered under Section 15 of the Act (15 U.S.C.

78o);

(b)

___

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

___

Insurance company as defined in Section 3(a)(19) of the Act (15

U.S.C. 78c);

(d)

___

Investment company registered under Section 8 of the Investment

Company Act of 1940 (15 U.S.C. 80a-8);

(e)

___

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

___

An employee benefit plan or endowment fund in accordance with

§ 240.13d-1(b)(1)(ii)(F);

(g)

___

A parent holding company or control person in accordance with

§ 240.13d-1(b)(1)(ii)(G);

(h)

___

A savings association as defined in Section 3(b) of the Federal

Deposit Insurance Act (12 U.S.C. 1813);

(i)

___

A church plan that is excluded from the definition of an investment

company under Section 3(c)(14) of the Investment Company Act

of 1940 (15 U.S.C. 80a-3);

(j)

___

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(j)

___

Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a) Amount beneficially owned: -0-

(b) Percent of class: 0.00%

(i) Sole power to vote or to direct the vote: -0-

(ii) Shared power to vote or to direct the vote: -0-

(iii) Sole power to dispose or to direct the disposition of: -0-

(iv) Shared power to dispose or to direct the disposition of: -0-

CUSIP NO. 732857107

SCHEDULE 13G

Page 5 of 6

Item 5.

Ownership of Five Percent or Less of Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ü].

Item 6.

Ownership of More Than 5 Percent on Behalf of Another Person

The Reporting Person is the nominee of Stafford International Timberland V Fund Limited Partnership and Stafford International Timberland V Trust, investment vehicles that collectively comprise the Stafford International Timberland V Fund. Stafford International Timberland V Fund Limited Partnership and Stafford International Timberland V Trust had the right to receive the distributions paid with respect to, and received the proceeds of sales of, the limited partnership units of the Issuer previously owned by the reporting person.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not Applicable.

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

Item 9.

Notice of Dissolution of Group

Not Applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP NO. 732857107

SCHEDULE 13G

Page 6 of 6

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Stafford Timberland V Investment Nominee Ltd.

By: /s/ Vince Cao

Name: Vince Cao

Title: Director