SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WEYERHAEUSER GEORGE HUNT JR

(Last)

(First)

(Middle)

2000 WELLS FARGO PLACE

30 EAST 7TH STREET

(Street)

SAINT PAUL

55101-4930

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WEYERHAEUSER CO [ WY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/26/2004

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/24/2004		M		8,000	A	$45.9375	8,220	D
Common stock	08/24/2004		D		8,000	D	$62.92	220	D
Common stock	08/24/2004⁽¹⁾		J⁽¹⁾		0⁽¹⁾	A⁽¹⁾	⁽¹⁾	42,860	I	Held in my revocable trust
Common stock	08/24/2004⁽¹⁾		J⁽¹⁾		0⁽¹⁾	A⁽¹⁾	⁽¹⁾	102	I	Held in my IRA
Common Stock	08/24/2004		J⁽¹⁾		0⁽¹⁾	A⁽¹⁾	⁽¹⁾	12,454	I	Held directly by my wife
Common stock	08/24/2004		J⁽²⁾		442.352⁽²⁾	A	⁽²⁾	10,987.352	I	footnote 2⁽²⁾
Common stock	08/24/2004⁽¹⁾		J⁽¹⁾		0⁽¹⁾	A⁽¹⁾	⁽¹⁾	6,458	I	I am co-trustee of a trust holding 51,600 shares in which my children have a 12.5% interest

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$45.9375	08/24/2004		M			8,000	02/14/1997	02/13/2006	Common Stock	8,000	$62.92	0	D

Explanation of Responses:

1. No transaction in this lot

2. Between June 14,2003 and August 24, 2004 I acquired 442.652 shares under the Weyerhaeuser Company 401(k) and Performance Share plans.

	George H Weyerhaeuser, Jr	09/02/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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