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
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 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*
NELSON CRAIG H
(Last) (First) (Middle)
601 W. RIVERSIDE AVENUE, SUITE 1100
(Street)
SPOKANE WA 99201
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
POTLATCH CORP [ PCH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former Vice President
3. Date of Earliest Transaction (Month/Day/Year)
10/04/2004
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 10/04/2004 M 2,250 A $41.25 2,250 D
Common Stock 10/04/2004 S 2,250 D $47.26 0 D
Common Stock 10/04/2004 M 4,250 A $44.375 4,250 D
Common Stock 10/04/2004 S 4,250 D $47.26 0 D
Common Stock 10/04/2004 M 6,800 A $37.75 6,800 D
Common Stock 10/04/2004 S 6,800 D $47.26 0 D
Common Stock 10/04/2004 M 5,800 A $41.375 5,800 D
Common Stock 10/04/2004 S 5,800 D $47.26 0 D
Common Stock 10/04/2004 M 13,000 A $32.0625 13,000 D
Common Stock 10/04/2004 S 13,000 D $47.26 0 D
Common Stock 10/04/2004 M 6,500 A $28.68 6,500 D
Common Stock 10/04/2004 S 6,500 D $47.26 0 D
Common Stock 10/04/2004 M 6,500 A $24.88 6,500 D
Common Stock 10/04/2004 S 6,500 D $47.26 0 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
Employee Stock Option (right to buy) $41.25 10/04/2004 M 2,250(1) 12/07/1997 12/07/2005 Common Stock 2,250 $0(2) 0 D
Employee Stock Option (right to buy) $44.375 10/04/2004 M 4,250(3) 12/05/1998 12/05/2006 Common Stock 4,250 $0(2) 0 D
Employee Stock Option (right to buy) $37.75 10/04/2004 M 6,800(4) 12/03/2000 12/03/2008 Common Stock 6,800 $0(2) 0 D
Employee Stock Option (right to buy) $41.375 10/04/2004 M 5,800(5) 12/02/2001 12/02/2009 Common Stock 5,800 $0(2) 0 D
Employee Stock Option (right to buy) $32.0625 10/04/2004 M 13,000(6) 12/07/2002 12/07/2010 Common Stock 13,000 $0(2) 0 D
Employee Stock Option (right to buy) $28.68 10/04/2004 M 6,500(7) 12/06/2003 12/06/2011 Common Stock 6,500 $0(2) 0 D
Employee Stock Option (right to buy) $24.88 10/04/2004 M 6,500(8) 12/05/2003 12/05/2012 Common Stock 13,000 $0(2) 6,500 D
Explanation of Responses:
1. The reporting person was granted 2,250 employee stock options on December 7, 1995, to vest in two equal annual installments. The grant was made under the stockholder-approved Potlatch Corporation 1989 Stock Incentive Plan. 1,125 of these options vested on December 7, 1996, and the remaining 1,125 vested on December 7, 1997.
2. The employee stock option, after exercise, was sold at an average price of $47.26 per share.
3. The reporting person was granted 4,250 employee stock options on December 5, 1996, to vest in two equal annual installments. The grant was made under the stockholder-approved Potlatch Corporation 1995 Stock Incentive Plan. 2,125 of these options vested on December 5, 1997, and the remaining 2,125 vested on December 5, 1998.
4. The reporting person was granted 6,800 employee stock options on December 3, 1998, to vest in two equal annual installments. The grant was made under the stockholder-approved Potlatch Corporation 1995 Stock Incentive Plan. 3,400 of these options vested on December 3, 1999, and the remaining 3,400 vested on December 3, 2000.
5. The reporting person was granted 5,800 employee stock options on December 2, 1999, to vest in two equal annual installments. The grant was made under the stockholder-approved Potlatch Corporation 1995 Stock Incentive Plan. 2,900 of these options vested on December 2, 2000, and the remaining 2,900 vested on December 2, 2001.
6. The reporting person was granted 13,000 employee stock options on December 7, 2000, to vest in two equal annual installments. The grant was made under the stockholder-approved Potlatch Corporation 1995 Stock Incentive Plan. 6,500 of these options vested on December 7, 2001, and the remaining 6,500 vested on December 7, 2002.
7. The reporting person was granted 13,000 employee stock options on December 6, 2001, to vest in two equal annual installments. The grant was made under the stockholder-approved Potlatch Corporation 2000 Stock Incentive Plan. 6,500 of these options vested on December 6, 2002, and were exercised and sold by the reporting person on February 12, 2004, and the remaining 6,500 vested on December 6, 2003.
8. The reporting person was granted 13,000 employee stock options on December 5, 2002, to vest in two equal annual installments. The grant was made under the stockholder-approved Potlatch Corporation 1995 Stock Incentive Plan. 6,500 of these options vested on December 5, 2003, and the remaining 6,500 will not vest as the reporting person voluntarily terminated employment with Potlatch Corporation on September 30, 2004 and forfeited any unvested options.
Remarks:
Malcolm A. Ryerse, Attorney-in-fact 10/06/2004
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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