The current debate on climate change, especially with respect to the role of REDD projects and the push for the recognition of community (participatory) forest management as a carbon mitigation option represents a potential for communities to receive benefits from carbon sequestration. A recent study in Tanzania has estimated that communities can receive financial benefits in thousands of US$ annually from the sale of their forest carbon credits. This notwithstanding, such kind of projects is expected to generate potential social and environmental costs with related risks of conflicts if benefit sharing and governance issues are not well addressed. However the identification and prioritization as well as the economic value of all these benefits and costs are still premature. An understanding of what these expected benefits from sustainable forest management and REDD projects are, how their (total) value can be assessed and who are stakeholders and actors in participatory forest management (PFM) can be useful in formulating equitable benefit sharing mechanisms based on principles of “good governance” that could be adopted in REDD projects implementation. The paper deals with these topics on the basis of empirical results based on a participatory action research carried out in the Angai Village Land Forest Reserve, Liwale District, in Tanzania in 2010. Guidelines for formulating governance mechanisms to reduce risks of negative social consequences and enhance benefits from PFM_REDD projects for local forest resources management are proposed. Equitable benefit sharing in PFM is considered one of the most important issues for community cohesion and conflicts solving/managing and in the avoidance of leakage or other risks in REDD projects.