SEC FORM 4

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^*

POPE PETER T

(Last)

(First)

(Middle)

1852 S.W. HIGHLAND ROAD

(Street)

PORTLAND

97221

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
POPE & TALBOT INC /DE/ [ POP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/22/2004	07/22/2004	M		4,605	A	$12.375	289,525	D
Common Stock	07/22/2004	07/22/2004	M		799	A	$14.313	290,324	D
Common Stock	07/22/2004	07/22/2004	M		1,029	A	$12.4	291,353	D
Common Stock	07/22/2004	07/22/2004	M		3,000	A	$12.58	294,353	D
Common Stock	07/22/2004	07/22/2004	M		1,126	A	$12.91	295,479	D
Common Stock	07/22/2004	07/22/2004	M		1,131	A	$13.15	296,610	D
Common Stock	07/22/2004	07/22/2004	M		963	A	$14.25	297,573	D
Common Stock	07/22/2004	07/22/2004	M		898	A	$14.66	298,471	D
Common Stock	07/22/2004	07/22/2004	M		3,000	A	$14	301,471	D
Common Stock	07/22/2004	07/22/2004	M		1,002	A	$12.85	302,473	D
Common Stock	07/22/2004	07/22/2004	M		3,000	A	$13.11	305,473	D
Common Stock								23,790	I	Shares owned by spouse to which reporting person disclaims beneficial ownership
Common Stock								37,400	I	See Footnote⁽¹⁾
Common Stock								2,600	I	See Footnote⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Buy	$12.375	07/22/2004		M			4,605	10/01/1999	09/30/2009	Common Stock	4,605	$0	0	D
Option To Buy	$14.313	07/22/2004		M			799	10/02/2000	10/01/2010	Common Stock	799	$0	0	D
Option To Buy	$12.4	07/22/2004		M			1,029	04/02/2001	04/01/2011	Common Stock	1,029	$0	0	D
Option To Buy	$12.58	07/22/2004		M			3,000	04/26/2001	04/25/2011	Common Stock	3,000	$0	0	D
Option To Buy	$12.91	07/22/2004		M			1,126	07/02/2001	07/01/2011	Common Stock	1,126	$0	0	D
Option To Buy	$13.15	07/22/2004		M			1,131	10/01/2001	09/30/2011	Common Stock	1,131	$0	0	D
Option To Buy	$14.25	07/22/2004		M			963	01/02/2002	01/01/2012	Common Stock	963	$0	0	D
Option To Buy	$14.66	07/22/2004		M			898	04/01/2002	03/31/2012	Common Stock	898	$0	0	D
Option To Buy	$14	07/22/2004		M			3,000	05/02/2002	05/01/2012	Common Stock	3,000	$0	0	D
Option To Buy	$12.85	07/22/2004		M			1,002	10/01/2002	09/30/2012	Common Stock	1,002	$0	0	D
Option To Buy	$13.11	07/22/2004		M			3,000	05/02/2003	05/01/2013	Common Stock	3,000	$0	0	D

Explanation of Responses:

1. Represents the reporting person's proportionate interest in shares held by Pope EGP, Inc. a corporation of which the reporting person is a 50% shareholder.

2. Represents the reporting person's prrportionate interest in shares held by Pope MGP, Inc. a corporation of which the reporting person is a 50% shareholder.

Remarks:

	Beth Hardman, Attorney-In-Fact	07/23/2004
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.