Mail Stop 7010

                                                December 8, 2005

Mr. Steven J. Hillyard
Weyerhaeuser Company
Federal Way, WA 98063-9777

	RE:	Weyerhaeuser Company
      Form 10-K for the year ended December 26, 2004
		Filed March 3, 2005
      File #1-4825

Dear Mr. Hillyard:

      We have reviewed your filings and have the following
comments.
We have limited our review to only disclosures concerning certain
special purpose entities and will make no further review of your
documents.  Where indicated, we think you should revise your
disclosures in future filings in response to these comments.  If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-Q for the period ended June 26, 2005
Note 7: Consolidation of Variable Interest Entities, page 13
1. We note that certain special purpose entities ("SPEs") that you
currently consolidate under the guidance of FASB Interpretation
No.
46R ("FIN 46R) were employed in the sale of nonstrategic
timberlands.
Please clarify for us how you and the SPEs accounted for these
sales.
Please also tell us why you determined that these SPEs should be
consolidated in your financial statements for the year ended
December
26, 2004 with the related gain on sale being deferred.  In
addition,
please tell us what final determination regarding FIN 46R was
reached
during the second quarter that now supports the recognition of the
previously deferred gain on the sale.

*    *    *    *

		Please respond to these comments within 10 business
days, or
tell us when you will provide us with a response.  Please provide
us
with a supplemental response letter that keys your responses to
our
comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

     In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Tricia Armelin, Staff Accountant, at (202) 551-3747
or,
in her absence, to the undersigned at (202) 551-3768.
      .


							Sincerely,



							John Cash
							Accounting Branch Chief
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Mr. Steven J. Hillyard
Weyerhaeuser Company
December 8, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE