**EXHIBIT31.2**

 

**Certification Pursuant to**

**Section 302 of the Sarbanes-OxleyAct of 2002**

I, **William R. Brown, Executive Vice President and ChiefFinancial Officer**, certify that:

1.               I have reviewed this annual report on Form10-K of Plum Creek Timber Company, Inc.;

2.               Based on my knowledge, this annual reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this annual report;

3.               Based on my knowledge, the financialstatements, and other financial information included in this annual report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periodspresented in this annual report;

4.               The registrant’s other certifying officer andI are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Rules 13a-15(e) and 15d-15(e) of the SecuritiesExchange Act of 1934, as amended) and internal control over financial reporting(as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of1934, as amended) for the registrant and we have:

(a)                      designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this annual report is being prepared;

(b)                     designed such internalcontrol over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles;

(c)                      evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

(d)                     disclosed in this report anychanges in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, the registrant’sinternal control over financial reporting; and

5.               The registrant’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the registrant’s auditors and theaudit committee of the registrant’s Board of Directors (or persons performingthe equivalent function):

(a)                      all significantdeficiencies and material weaknesses in the design or operation of internalcontrols over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and reportfinancial information; and

(b)                     any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant’s internal controls over financial reporting.

 
|   | Date: March 4, 2005                              |
|--------|-------------------------------------------------------|
|   |                                                  |   |
|   | By:                                              | /s/  WILLIAM R. BROWN |
|   |                                                  |   |
|   | WILLIAM R. BROWN                                      |
|   |                                                  |   |
|   | Executive Vice President and Chief Financial  Officer |

 

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