Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
CARTER TERRY L
   2. Issuer Name and Ticker or Trading Symbol
POTLATCH CORP [PCH] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Controller
(Last)
(First)
(Middle)
601 W. RIVERSIDE AVENUE, SUITE 1100		 3. Date of Earliest Transaction (Month/Day/Year)
02/14/2006
(Street)

SPOKANE, WA 99201		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 42.2707 02/14/2006   D(1)     2,519   (1) 12/05/2006 Common Stock 2,519 (2) 0 D  
Stock Option (right to buy) $ 29.5181 02/14/2006   A(1)   3,608     (1) 12/05/2006 Common Stock 3,608 (2) 3,608 D  
Stock Option (right to buy) $ 45.9619 02/14/2006   D(1)     2,205   (1) 12/04/2007 Common Stock 2,205 (2) 0 D  
Stock Option (right to buy) $ 32.0957 02/14/2006   A(1)   3,158     (1) 12/04/2007 Common Stock 3,158 (2) 3,158 D  
Stock Option (right to buy) $ 35.9599 02/14/2006   D(1)     3,884   (1) 12/03/2008 Common Stock 3,884 (2) 0 D  
Stock Option (right to buy) $ 25.1112 02/14/2006   A(1)   5,562     (1) 12/03/2008 Common Stock 5,562 (2) 5,562 D  
Stock Option (right to buy) $ 39.413 02/14/2006   D(1)     3,674   (1) 12/02/2009 Common Stock 3,674 (2) 0 D  
Stock Option (right to buy) $ 27.5226 02/14/2006   A(1)   5,262     (1) 12/02/2009 Common Stock 5,262 (2) 5,262 D  
Stock Option (right to buy) $ 30.5421 02/14/2006   D(1)     3,118   (1) 12/07/2010 Common Stock 3,118 (2) 0 D  
Stock Option (right to buy) $ 21.3279 02/14/2006   A(1)   4,466     (1) 12/07/2010 Common Stock 4,466 (2) 4,466 D  
Stock Option (right to buy) $ 23.7002 02/14/2006   D(1)     1,732   (1) 12/05/2012 Common Stock 1,732 (2) 0 D  
Stock Option (right to buy) $ 16.5501 02/14/2006   A(1)   2,480     (1) 12/05/2012 Common Stock 2,480 (2) 2,480 D  
Stock Option (right to buy) $ 31.6066 02/14/2006   D(1)     1,365   (1) 12/04/2013 Common Stock 1,365 (2) 0 D  
Stock Option (right to buy) $ 22.0713 02/14/2006   A(1)   1,955     (1) 12/04/2013 Common Stock 1,955 (2) 1,955 D  
Stock Option (right to buy) $ 50.75 02/14/2006   D(1)     1,540   (1) 12/02/2014 Common Stock 1,540 (2) 0 D  
Stock Option (right to buy) $ 35.4393 02/14/2006   A(1)   2,206     (1) 12/02/2014 Common Stock 2,206 (2) 2,206 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CARTER TERRY L
601 W. RIVERSIDE AVENUE
SUITE 1100
SPOKANE, WA 99201		       Controller  

Signatures

 Malcolm A. Ryerse, Attorney-in-fact   02/14/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On February 3, 2006, the Board of Directors of Potlatch Corporation, formerly known as Potlatch Holdings, Inc. (the "Company"), declared a special distribution of $15.15 per share representing the Company's historical, accumulated earnings and profits (the "Special E&P Distribution"), to stockholders of record as of February 14, 2006. The Company's applicable stockholder-approved stock incentive plans require proportionate adjustment of the exercise price and the number of shares of stock covered by outstanding stock option awards under such plans in a manner determined by the Executive Compensation and Personnel Policies Committee of the Company's Board of Directors to reflect the declaration of the Special E&P Distribution. The adjustment of the outstanding stock option award is being reported as a deemed cancellation and regrant of the original stock option to clarify the change in the exercise price and number of shares covered by the subject stock option.
(2) The stock option has no purchase or sale price, therefore Column 8 has been left blank.

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