TITLE









EXHIBIT

10.30




 




THIRD

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, amended May 25, 1993 and December 19,

1995, 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 notwithstanding, up to an aggregate of 130,550 MBF of

timber may be harvested from the Property during the five year period from

January 1, 1999 to December 31, 2003 without creating any additional

obligation of the Maker to reduce the principal balance of this Note.  Any harvest in excess of said 130,550 MBF

during said five-year period will require principal reduction payments as

specified in (b) above; provided, no more than 75,000 MBF may be

harvested within calendar years 1999-2000; and provided further, if

harvest volume exceeds this amount, growth estimates shall be recomputed and

Holder may require that a new harvest level be set.




 




2.             NOTICE TO BORROWER:  THIS NOTE PROVIDES FOR A PREPAYMENT PREMIUM THAT WILL BE DUE IF

PAYMENTS IN A SPECIFIED AMOUNT ARE 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, said Note is ratified

and confirmed.




 




4.             This Amendment shall be effective

as of January 1, 1999.




 




5.             The executed original hereof shall

be physically attached to the executed original of said Note.




 




DATED this 20th day of

December, 1999.




 




	

   


  	

   


  	

  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/ Craig L. Jones


  	

   


  	

  By:


  	

    /s/ Gary F. Tucker


  
	

  Name:


  	

   


  	

  Craig

  L. Jones


  	

   


  	

  Name:


  	

  Gary F.

  Tucker


  
	

  Title:


  	

  Senior

  Vice President


  	

   


  	

  Title:


  	

  President &

  CFO


  
	

   


  	

   


  	

   


  	

   


  
	

  APPROVED

  AND AGREED TO


  this 17th day of December, 1999.


  	

   


  	

  JOHN

  HANCOCK MUTUAL LIFE


  INSURANCE COMPANY


  
	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

    /s/ C. Whitney Hill


  	 

	

   


  	

   


  	

  Name:


  	

  C. Whitney

  Hill


  	 

	

   


  	

   


  	

  Title:

  


  	

  Assistant

  Investment Officer


  	 

															





 





























 




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, 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 notwithstanding, up to an aggregate of 40,000 MBF of timber may be

harvested from the Property during the two year period from January 1,

1993 to December 31, 1994 without creating any obligation of the Maker to

reduce the principal balance of this Note. 

Any harvest in excess of said 40,000 MBF during said two-year period

will require principal reduction payments as specified in (b) above.  Starting in 1995, the annual harvest

limitations and permissible carry-over provisions set forth in this Note as

originally executed will continue to apply. 

Provided, that no carry-over from 1992 of unused allowable harvest

volume shall be allowed and that in no event will a carry-over be permitted of

any portion of the said 40,000 MBF allowance that is not harvested prior to

January 1, 1995.




 




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

THAT WILL BE DUE IF PAYMENTS IN A SPECIFIED AMOUNT ARE 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, 1993.




 




5.             The executed original hereof shall

be physically attached to the executed original of said Note.




 




DATED this 25th day of

May, 1993.




 




	

   


  	

   


  	

  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 A. Griffin


  	

   


  	

   


  	

  By:


  	

    /s/ G. H. Folquet


  
	

   


  	

  Thomas A.

  Griffin, Treasurer


  	

   


  	

   


  	

   


  	

  George

  H. Folquet, President


  
	

   


  	

   


  	

   


  	

   


  
	

  APPROVED

  AND AGREED TO this 2nd day of June, 1993.


  	

   


  	

   


  	

  JOHN

  HANCOCK MUTUAL LIFE INSURANCE COMPANY


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  By:


  	

    /s/ Donald A. Morway


  
	

   


  	

   


  	

   


  	

   


  	

  Donald A.

  Morway


  
	

   


  	

   


  	

   


  	

   


  	

  Title:  Assistant Treasurer


  
								





 




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