SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.   20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934



Date of Report (Date of Earliest Event Reported) December 28, 2010


Pope Resources, A Delaware Limited Partnership
(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (360) 697-6626


NOT APPLICABLE
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (SEE General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.01                     Entry Into a Material Definitive Agreement

On December 28, 2010 the registrant announced it had entered into an agreement to purchase 334,340 units at $35.50 per unit (which excludes commissions payable upon settlement) from a single shareholder in a block purchase. The units represent 7.2% of total units outstanding and will be retired. The transaction is expected to close on Friday, December 31, 2010.  

Item 7.01                     Regulation FD Disclosure

The matters set forth in response to Item 1.01 above are incorporated herein by reference. A copy of the press release announcing this transaction is attached hereto as Exhibit 99.1 and is furnished (and not filed) herewith.

 Item 9.01                    Financial Statements and Exhibits

Exhibit No.                  Description

99.1                              Press release of the registrant dated December 28, 2010

SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.