TITLE









EXHIBIT

10.29




 




SECOND

AMENDMENT TO PROMISSORY NOTE




 




Promissory

Note dated April 29, 1992, executed by POPE RESOURCES, a Delaware Limited

Partnership, in favor of JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY, in the

face amount of $16,000,000.00, first amended May 25, 1993, is hereby

further amended as set forth herein.




 




1.             Section 2 is amended so as to

add thereto the following:




 




Anything

to the contrary in this Note, as amended, notwithstanding:




 




A.                                   Provided, that the total timber harvested

from the Property in calendar year 1995 does not exceed 16,500 MBF, no

principal payment on the Note related to excess harvesting shall be due as a

result of said 1995 harvest.




 




B.                                     The volume of timber harvested from the

Property in calendar year 1996, without incurring any liability for a principal

payment, is set at 14,000 MBF.




 




2.             NOTICE TO BORROWER:  THIS NOTE PROVIDES FOR A PREPAYMENT PREMIUM

THAT WILL BE DUE IF PAYMENTS IN A SPECIFIED AMOUNT ARE NOT MADE IN ADVANCE OF

THE TIME OR IN EXCESS OF THE AMOUNTS SPECIFIED IN THIS NOTE, EXCEPT AS MAY BE

OTHERWISE PROVIDED HEREINABOVE.




 




3.             As

amended, the said Note is ratified and confirmed.




 




4.             This

Amendment shall be effective as of January 1, 1995.




 




5.             The executed original hereof shall

be physically attached to the executed original of said Note.




 




DATED this 19th day of December, 1995.




 




	

   


  	

   


  	

  POPE

  RESOURCES, A DELAWARE LIMITED PARTNERSHIP, having a principal place of

  business at Poulsbo, Washington


  
	

   


  	

   


  	

   


  	

   


  
	

  ATTEST:


  	

   


  	

  By:


  	

  POPE

  MGP, INC., Managing General Partner


  
	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

  /s/

  Thomas Griffin


  	

   


  	

   


  	

  By:


  	

  /s/

  G. H. Folquet, President


  
	

   


  	

  Thomas A.

  Griffin, Treasurer


  	

   


  	

   


  	

  George

  H. Folquet, President


  
	

   


  	

   


  	

   


  	

   


  
	

  APPROVED

  AND AGREED TO this


  19th day of December, 1995.


  	

   


  	

  JOHN

  HANCOCK MUTUAL LIFE INSURANCE COMPANY


  
	

   


  	

   


  	

   


  	

  By: 


  	

  /s/

  Ken Hines, Jr.


  
	

   


  	

   


  	

   


  	

   


  	

  Its:  Ken Hines, Jr.


  
	

   


  	

   


  	

   


  	

   


  	

  Title:  Senior Investment Officer


  
							





 





























 




THIRD AMENDMENT TO TIMBERLAND DEED OF TRUST


AND SECURITY AGREEMENT WITH ASSIGNMENT OF RENTS


(STATE OF WASHINGTON)




 




This

amends Timberland Deed of Trust and Security Agreement with Assignment of

Rents, dated and recorded April 29, 1992, in Volume 271,

pages 237-332, Records of Jefferson County, Washington; first amended

May 13, 1992 by Amendment recorded August 26, 1992, in

Volume 385, pages 204-206, records of Jefferson County, Washington;

and amended May 25, 1993 by Second Amendment recorded June 14, 1993,

in Volume      , pages      , records of Jefferson County,

Washington.




 




1.             Section 1.18(A)

is amended so as to add the following:




 




Anything

to the contrary in this Deed of Trust notwithstanding:




 




A.                                   Provided, that the total timber harvested

from the Property in calendar year 1995 does not exceed 16,500 MBF, no

principal payment on the Note related to excess harvesting shall be due as a

result of said 1995 harvest.




 




B.                                     The volume of timber harvested from the

Property in calendar year 1996, without incurring any liability for a principal

payment, is set at 14,000 MBF.




 




2.             As amended and supplemented hereby,

the Deed of Trust and the first and second amendments thereto are ratified and

confirmed.




 




3.             The effective date of this

Amendment shall be January 1, 1995.




 




DATED:  December 19, 1995.




 




	

   


  	

  POPE

  RESOURCES, A Delaware Limited Partnership


  
	

   


  	

   


  
	

   


  	

  By:


  	

  POPE

  MGP, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/

  G. H. Folquet


  
	

   


  	

   


  	

  George

  Folquet, President


  
	

   


  	

   


  
	

   


  	

  ATTEST:


  	

  /s/ Thomas M. Ringo


  
	

   


  	

   


  	

  Thomas

  Ringo,


  
	

   


  	

   


  	

  Vice

  President — Finance


  
	

   


  	

   


  
	

   


  	

  JOHN

  HANCOCK MUTUAL LIFE INSURANCE COMPANY


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Ken Hines, Jr.


  
	

   


  	

   


  	

  Ken

  Hines, Jr.


  
	

   


  	

   


  	

  Its:  Senior Investment Officer


  
					





 





























 




	

  STATE OF WASHINGTON


  	

  )


  
	

   


  	

  )  ss.


  
	

  COUNTY OF KITSAP


  	

  )


  





 




On this 19th day of December,

1995, before me, the undersigned, a Notary Public in and for the State of

Washington, personally appeared George H. Folquet and Thomas Ringo, to me

known to be the President and Vice President, respectively, of Pope MGP, Inc.,

the corporation that executed the foregoing instrument as Managing General

Partner of Pope Resources, A Delaware Limited Partnership, and acknowledged the

said instrument to be the free and voluntary act and deed of said corporation

on behalf of said Pope Resources, A Delaware Limited Partnership, for the uses

and purposes therein mentioned, and on oath stated that they were authorized to

execute the said instrument.




 




Witness my hand and

official seal hereto affixed the day and year first above written.




 




	

   


  	

  /s/

  Jacqueline McClurg


  
	

   


  	

  NOTARY PUBLIC IN AND

  FOR THE STATE OF


  WASHINGTON


  
	

   


  	

  residing at Silverdale,

  Washington


  
	

   


  	

  My appointment expires

  10-14-98


  





 




	

  THE COMMONWEALTH OF

  MASSACHUSETTS


  	

  )


  
	

   


  	

  )  ss.


  
	

  County of Suffolk


  	

  )


  





 




On

this 20th day of December, 1995, before me, the undersigned, a Notary Public in

and for the said Commonwealth, residing therein, duly commissioned and sworn,

personally appeared Ken Hines, Jr., to me personally known who by me duly

sworn, did say that he is a Senior Investment Officer of JOHN HANCOCK MUTUAL

LIFE INSURANCE COMPANY, that the seal affixed to the foregoing instrument is

the corporate seal of said corporation, and that said instrument was signed and

sealed in behalf of said corporation by authority of its Board of Directors and

as the free act and deed of said corporation, for the uses and purposes therein

mentioned.




 




IN WITNESS WHEREOF, I

have hereunto set my hand and affixed my official seal in said County the day

and year in this certificate first above written.




 




	

   


  	

  /s/

  Mary (Unreadable)


  
	

   


  	

  NOTARY PUBLIC IN AND FOR

  SAID


  COMMONWEALTH


  
	

   


  	

   


  
	

   


  	

  My appointment expires

  February 13, 1998


  





 




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