8-K

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                       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)
                                JANUARY 22, 1998



                               POPE & TALBOT, INC.
               (Exact name of registrant as specified in charter)



          DELAWARE                     1-7852                    94-0777139
      (State or other         (Commission File Number)          (IRS Employer
      jurisdiction of                                        Identification No.)
       incorporation)


                 1500 S.W. FIRST AVENUE
                    PORTLAND, OREGON                                 97201
        (Address of principal executive offices)                  (Zip Code)


                                 (503) 228-9161
              (Registrant's telephone number, including area code)


                                      NONE
         (Former name or former address, if changed since last report.)


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Item 5.    Other Events

           On January 22, 1998, Pope & Talbot, Inc., a Delaware corporation (the
           "Registrant"), entered into a definitive agreement to sell its
           private label tissue business to an investor group led by PLAINWELL,
           INC. for $147 million in cash and certain assumed liabilities. The
           transaction is subject to Hart-Scott-Rodino review and other
           customary closing conditions, including receipt by the buyer of
           financing.

           The press release issued by the Registrant in connection with
           entering into this agreement is filed as an exhibit to this report
           and is incorporated herein by reference.

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits

(c)        Exhibits

           99.1  - Press release issued by Pope & Talbot, Inc. in connection
                   with entering into a definitive agreement to sell its private
                   label tissue business to an investor group led by PLAINWELL,
                   INC.

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                                    SIGNATURE



       Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly authorized this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on January 23, 1998.

                                       POPE & TALBOT, INC.
                                       -----------------------------------------
                                                     Registrant



                                       By    /s/ Robert J. Day
                                          --------------------------------------
                                          Name:  Robert J. Day
                                          Title: Senior Vice President and
                                                 Chief Financial Officer


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                                INDEX TO EXHIBITS




Exhibit No.              Description
- -----------              -----------
                      
   99.1                  Press release issued by Pope & Talbot, Inc. in
                         connection with entering into a definitive
                         agreement to sell its private label tissue business
                         to an investor group led by PLAINWELL, INC.

EX-99.1

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                                  EXHIBIT 99.1

POPE & TALBOT, INC.

NEWS                                                         Contact: Maria Pope
                                                                  (503) 228-9161

RELEASE 97-10

For Immediate Release Thursday - January 22, 1998

POPE & TALBOT ANNOUNCES THE SALE OF ITS PRIVATE LABEL TISSUE BUSINESS

        PORTLAND, OR -- Pope & Talbot, Inc., announced today that it has entered
into a definitive agreement to sell its private label tissue business to an
investor group led by PLAINWELL, INC. for $147 million in cash and certain
assumed liabilities. Pope & Talbot's tissue business generated approximately
$136 million of revenues or 29 percent of the total Company revenue in 1997.
Consummation of the transaction is subject to Hart-Scott-Rodino review and other
customary closing conditions, including receipt by the buyer of financing.

        Peter T. Pope, Chairman and Chief Executive Officer of Pope & Talbot,
stated, "The sale of our tissue business, coupled with our proposed acquisition
of Harmac Pacific, Inc. is the key to the ongoing restructuring of Pope &
Talbot's asset base, away from consumer products, towards our core pulp and wood
products businesses. Pope & Talbot will emerge a more focused, financially
strengthened Company with favorable growth prospects and potential for
acquisitions in the future."

        Mr. Pope went on to say, "We at Pope & Talbot believe that from a
strategic perspective this is the appropriate time for us to sell the tissue
business." Pope & Talbot's first step in its ongoing restructuring away from
consumer-oriented businesses was completed in 1996 with the sale of its private
label diaper business.

        Peter J. Solomon Company Limited advised Pope & Talbot in this
transaction.

        Pope & Talbot, Inc. is a publicly held, Portland, Oregon-based fiber and
wood products Company traded on the New York and Pacific Stock Exchanges. Pope &
Talbot was founded in 1849 and has operations in the U.S. and Canada.




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