TITLE









	

   


  	

  Exhibit

  10.24


  





 




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/

  George 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.




 




 




 




	

   


  	

    Mary (Unreadable)


  
	

   


  	

  NOTARY PUBLIC IN AND

  FOR SAID COMMONWEALTH


  
	

   


  	

   


  
	

   


  	

  My appointment expires

  February 13, 1998


  





 




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