8-K

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

September 16, 2008

(Date of earliest event report)

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in charter)

Washington	1-4825	91-0470860
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

Federal Way, Washington 98063-9777

(Address of principal executive offices)

(zip code)

Registrant’s telephone number, including area code:
(253) 924-2345

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:

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

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

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

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

TABLE OF CONTENTS

EXHIBIT 99.1

EXHIBIT 99.2

EXHIBIT 99.3

SIGNATURES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C., 20549

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On September 16, 2008 Dan Fulton, President and Chief Executive Officer and Patty Bedient, Executive Vice President and Chief Financial Officer of Weyerhaeuser Company participated in the UBS Global Paper and Forest Products Conference. The script of Mr. Fulton’s presentation is furnished as Exhibits 99.1 and the script of Ms. Bedient’s presentation is furnished as Exhibit 99.2 to this report. A copy of the presentation slides are furnished as Exhibit 99.3 to this report. These exhibits and a webcast of the presentations are available on the Company’s website.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c)	The following items are filed as exhibits to this report:
	Exhibit 99.1 — UBS Global Paper and Forest Products Conference script of Dan Fulton dated September 16, 2008
	Exhibit 99.2 — UBS Global Paper and Forest Products Conference script of Patty Bedient dated September 16, 2008
	Exhibit 99.3 — UBS Global Paper and Forest Products Conference presentation slides dated September 16, 2008

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

	WEYERHAEUSER COMPANY
By	/s/ Jeanne Hillman
	Its: Vice President and
	Chief Accounting Officer

Date: September 17, 2008

EX-99.1

Exhibit 99.1

DANIEL S. FULTON
2008 UBS Conference
September 16, 2008

[Fulton presentation]

Thanks, Gail. Before we start this morning, please note the Forward Looking Statement.

Patty Bedient and I are pleased to join you this morning to provide you with an update on Weyerhaeuser.

When I became CEO of Weyerhaeuser Company five months ago, we were already a company in transition. Since then, our sense of urgency to improve shareholder returns has only intensified.

Since we last spoke with the investment community in New York, we completed the sale of our Containerboard Packaging and Recycling business. This transaction closed in August, generating significant cash, and strengthening our balance sheet.

Following the Containerboard transaction, we’re about half the size we were two years ago, before we exited the Fine Paper business. In response to this downsizing of our business portfolio, we’ve moved to right-size support functions across the company.

Total annual S,G&A savings are targeted at $375 million. We’re on a path to accomplish 50% of these changes by year end, 90% by the end of 2009, with the balance expected in 2010, subject to the completion of our transition agreements with Domtar and International Paper.

In addition, we’ve made some changes to our management team, and pursued opportunities through strategic partnerships, all while addressing the difficult market conditions related to the unprecedented decline in the nation’s housing market, which has impacted our wood products, housing, and timber businesses.

To talk about our company this morning, I’d like to use this framework that we shared with you in our May Investor Meeting.

The center of this slide represents the foundation of Weyerhaeuser—our Timberlands — more than six million acres of owned or leased timberland in the United States. Backed by our recognized silvicultural expertise, and research and development capabilities, these are some most productive timberlands in the industry.

We’ve taken our skills overseas, where we’re establishing a footprint in some of the fastest timber growing regions in the world. We already own 358,000 acres in Uruguay, and we were invited to collaborate in a joint venture to introduce advanced sustainable forestry practices on 52,000 acres of timberland in southwest China.

We maximize returns from these timberlands over the long term, through a sustainable business model. This begins in our nurseries where we grow high-quality seedlings to produce faster-growing and straighter trees, with improved fiber quality. We plant more than 100 million of these seedlings each year, on carefully

1

prepared land to reduce competition from other vegetation, and protect young seedlings from disease and pests.

2

As the trees mature, we implement a thinning program to create ideal conditions to accelerate growth, and produce more valuable sawtimber earlier than our competitors. Because of our expertise, we’ve reduced our rotation cycles by five to 10 years, depending on the region and species, and we continue to implement changes to further reduce this cycle time while improving the quality of trees grown for solid wood applications.

It’s not enough just to grow the timber. To generate the highest return, we deliver the right product, to the right customer. For example, we have long been a leading exporter of logs to Asia, especially Japan.

We combine our merchandising capabilities with our long term presence and relationships in the region, to continue to expand our markets and find new customers, as evidenced by our recent increase in sales to Korea and China. This is critical in today’s US economic environment.

Our iLevel Business is aligned with our timber holdings in order to maximize the value of our plantation harvest. We’ve responded to current market conditions by cutting costs, and curtailing and eliminating capacity. We’re positioned to take full advantage of the eventual recovery in housing, and be an industry leader with top quartile returns.

Effective October 1, Tom Gideon will assume leadership of this business, in addition to serving as Executive Vice President — Forest Products. Tom will provide the same effective leadership that he brought to his prior positions in Timberlands and Containerboard Packaging.

Our experienced WRECO team has weathered tough markets before, emerging stronger with each recovery. WRECO is successfully managing through the current difficult conditions—limiting production, reducing staff, adjusting product design and specs, and positioning for recovery. Using our localized value propositions focused on customer satisfaction, our team is taking the steps necessary today, to maintain top quartile industry performance.

Our Cellulose Fibers business, focused on higher value absorbent pulp, continues to perform well. We meet the needs of a highly discerning group of global customers, with a relentless commitment to product improvements and operational excellence.

Going back to our framework, capturing the maximum returns from our Timberlands goes well beyond the harvest of our valuable timber resource, and the value of our higher and better use land.

Now, more than ever, we have a multitude of opportunities to unleash the potential of our timberland assets and our industry-leading R&D capabilities— tapping the wealth underground, and discovering new revenue sources from the forest floor itself, including Minerals and Energy, Biofuels and Biomaterials, and a growing recognition of the potential of Ecosystem Benefits.

Throughout our history, the company’s policy has been to retain all of the subsurface rights on lands we own or sell. Our Mineral Resources group actively manages leases for the extraction of coal, lignite, industrial minerals and construction aggregates such as gravel. In some locations, we hold development rights on lands

3

that hold increasing potential for energy development, including hydrocarbons, geothermal, and even wind.

We’ve stepped up the pace of minerals management, introducing increasingly sophisticated tools to better understand and more effectively exploit the potential of these resources. As petroleum and gas prices have increased, the mineral rights we hold have become increasingly valuable, and add potential income streams from our asset base.

Earlier this month, we announced the signing of an agreement with AltaRock Energy to explore the potential of engineered geothermal power, on 667,000 acres in California, Oregon and Washington, where we hold mineral and geothermal rights. This process involves the introduction of water into hot bedrock to produce steam to turn turbines, to create clean, renewable electric power. This is still in the development stages, but if successful, it could help provide some of our country’s need for carbon-neutral power, while generating a new source of cash from our subsurface estate.

Through Catchlight Energy, we’ve teamed with Chevron to explore the ability to create liquid transportation fuels from fast-growing, renewable material planted between trees. This joint venture — which brings together two leaders in their fields — is a model of how we envision undertaking significant programs in the future. By sharing technology, strengths, and risk, we believe that we can bring solutions to market faster, cheaper, and more effectively than if we developed them on our own.

Another example of technology partnering, is our recently announced collaboration with Lenzing to develop non-woven products for industrial and personal care applications.

Through our R&D capabilities that support our timberlands and cellulose fibers businesses, we can envision our pulp mills serving as chemical plants, providing advanced materials and chemical feedstocks, as alternatives to oil-based polymers.

Looking ahead, as we consider the challenges posed by climate change, and a push to more green products and lifestyles, we’re excited about owning and managing a sustainable resource.

Our 2007 Annual Report highlights how photosynthesis from our timberlands benefits the ecosystem. With an estimated 16 million metric tons of CO2 sequestered every year across our timberlands ownership, we’re positioned to be at the table in the coming debate about carbon credits.

The carbon debate will be based on science, economics, and politics. As a recognized industry leader in the science of silviculture and forest management, we’re well positioned to capture this potential.

Yes, today’s markets are challenging, and we’re taking the steps these conditions dictate. But more important, we’re moving to define our future.

Now, for a financial update, I’d like to turn the meeting over to Patty Bedient, our chief financial officer.

4

EX-99.2

Exhibit 99.2

PATRICIA M. BEDIENT
2008 UBS Conference
September 16, 2008

[Bedient presentation]

Thanks Dan and good morning.

I want to review two important topics:

• First a financial update on our, debt and cash balances and the second is our

• Evaluation of corporate structure

On August 4^th we closed on the sale of our Containerboard, Packaging assets to International Paper for a sale price of $6 Billion. We are finalizing the transaction adjustments for working capital and transaction costs — but subject to those post closing adjustments we anticipate that the sale will result in an after tax gain of over $200 million and after tax cash proceeds of about $4.4 Billion.

In addition, this quarter we closed on the sale of our Australian assets which resulted in cash proceeds of over $300 million.

We retired all of the debt outstanding under our short term lines and as of last Friday we had total debt outstanding of about $6.9 billion. We also had total cash balances of approximately $4.9 billion. Between now and the end of the year we have additional scheduled debt maturities of about $400 million and tax payments for the sale of our Containerboard, packaging assets of approximately $1.6 billion.

Our dividend for the fourth quarter has not been declared by our Board of Directors, but we include it here to give you an idea of our cash needs. At our current payout ratio of 60 cents a share, the dividend would be approximately $130 million.

This slide does not include any estimate of cash flows from operations.

Excluding cash flow from operations, our year end pro forma net debt position would be approximately $3.7 billion. Next year our scheduled debt maturities are just over $600 million.

You can see that we have a very strong liquidity position. We believe this liquidity affords us flexibility. Which is particularly valuable given the unprecedented turmoil in the credit markets and the continued uncertain economic outlook resulting from the housing downturn.

We will use this flexibility to further create value for our shareholders as we evaluate and balance alternatives for returning cash to shareholders, debt repayment, continued restructuring and disciplined support for growing our operations.

Now, I would like to update you on our evaluation of corporate structure. As I have said before, structure follows strategy, and as Dan has just underscored, our strategy is timberland based.

In order to successfully execute our strategy and grow the Company, we must have competitive tax treatment of our timber business. We currently enjoy the benefits of the TREE Act legislation passed last spring as a part of the Farm Bill.

Under those provisions, the capital gains tax rate on the harvest of timber was reduced from 35% to 15%. This legislation also included beneficial provisions for REITs. However, this legislation expires in May 2009. While we are seeking to have the provisions extended, we may not have resolution until well into next year.

We continue to move forward with our consideration of the cost and benefits that might be gained from a change to a REIT structure. The REIT structure has a number of complex rules that we do not meet for 2008. However, given the changes in our company, we believe there is a high likelihood that we may be able to meet the so-called asset and income tests required for a REIT by 2009.

In order to preserve the option for REIT status for 2009, there are technical changes that we would have to make. We currently have a project underway to determine the cost and feasibility of making those changes effective 1-1-2009.

One change is that REITs must use a calendar year for reporting purposes. We currently use a 52 or 53 week fiscal calendar, which always ends on the last Sunday of December. There are a number of revisions to our IT systems and business processes that would be necessary to make this change. The calendar change also would require a by-law amendment.

A second required change would be to our legal structure. Our parent company currently holds manufacturing as well as timber assets. To become a REIT, we would have to restructure so that the non-REIT qualifying assets are held in subsidiaries.

Although the tax election for REIT status is made at the time of filing the tax return, which of course, is made after the end of the year, these changes would need to be in place as of the beginning of the tax year.

REIT election would also require the distribution of earnings and profits. As we have said previously, as of the end of 2008 we estimate that for Weyerhaeuser Company this would be approximately $6.5 billion.

We believe the distribution could be made with a combination of stock and cash. Others for example have paid out 20 percent in cash. While the entire $6.5 billion distribution would be taxable to shareholders, we believe the cash portion could be limited to $1.3 billion.

We have said in the past that REIT conversion may not be tax efficient for Weyerhaeuser Company in 2009. Depending on our business results and the status of other potential tax changes, that may still be the case.

I want to underscore that there has not been any decision to elect REIT status.

Page 2

However, the reason we are examining these additional steps now is that they would preserve the option for REIT election for 2009 if it does benefit our strategy and thereby enhance shareholder value.

I will turn the podium back to Dan for closing remarks and I look forward to your questions.

Page 3

EX-99.3

Exhibit 99.3

UBS GLOBAL PAPER & FOREST PRODUCTS

CONFERENCE

Dan Fulton Patty Bedient President and Chief Chief Financial Officer Executive Officer

New York

UBS Global Paper & Forest Products Conference September 16, 2008

1

Forward-Looking Statement

This presentation contains statements concerning the company’s future results and performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Factors listed below, as well as other factors not included, may cause our actual results to differ from our forward-looking statements. There is no guarantee that any of the events anticipated by our forward-looking statements will occur, or if they occur, what effect they will have on our operations or financial condition. We will not update our forward-looking statements after the date of this presentation. Some forward-looking statements discuss our plans, strategies and intentions. They use words such as expects, may, will believes, should, approximately, anticipates, estimates and plans. We also may use the positive or negative or a variation of those terms. We make forward-looking statements of our expectations during the third quarter 2008 regarding our markets, earnings and performance of our business segments, homebuilding starts, higher costs for energy and silvaculture, additional logging and road costs, demand and pricing for our wood products, decreased expenses for annual planned maintenance in the Cellulose Fibers segment, increases in freight charges and increases in chemical and fiber costs. We also base these statements on the expected effect of: foreign exchange rates, primarily the Euro and Canadian dollar, adverse litigation outcomes and the adequacy of reserves, regulations, changes in accounting principles, the effect of implementation or retrospective application of accounting methods, contributions to pension plans, projected benefit payments, projected tax rates, IRS audit outcomes and timing of settlements, and other related matters. Risks, uncertainties and assumptions that may cause actual results to differ materially from these statements, include factors such as the following:

· Performance of the company’s manufacturing operations including unexpected maintenance requirements;

· Successful execution of internal performance plans including restructurings and cost-reduction initiatives;

· Restructuring of our business support functions following the divestiture of the Containerboard, Packaging and Recycling businesses;

· Successful salvage of our storm-damaged timber in the Pacific Northwest;

· Performance of pension fund investments and derivatives;

· The effect of timing of retirements and changes in the market price of company stock on charges for stock-based compensation;

· General economic conditions, including the level of interest rates, strength of the U.S. dollar and housing starts;

· Market demand for our products, which is related to the strength of the various U.S. business segments;

· Energy, chemical and raw material prices;

· Transportation costs;

· Level of competition from domestic and foreign producers;

· Forestry, land use, environmental and other governmental regulation;

· Legal proceedings;

· Changes in accounting principles;

· Weather and loss from fires, floods, windstorms, pest infestation and other natural disasters; and

· Other factors described in our periodic reports under the heading “Risk Factors.”

We are a large exporter, affected by changes in economic activity in Europe and Asia, particularly Japan, and by currency exchange rates, particularly the relative value of the U.S. dollar to the Euro and the Canadian dollar, and restrictions on international trade or tariffs imposed on imports.

UBS Global Paper & Forest Products Conference

2

Dan Fulton

President & Chief Executive Officer

3

There is no other renewable and sustainable resource that can do as much as the forest

Wood Products Ecosystem Benefits

Home Building

Biomaterials Biofuels / Biomaterials

Cellulose Fiber Products Minerals / Biofuels Energy

UBS Global Paper & Forest Products Conference

4

s Products Ecosystem Benefits

Scientifically Managed Forests Home Building Building

Biomaterials Biofuels / Biomaterials

Cellulose Fiber Cellulose Products Fiber Products Minerals / Biofuels Energy

UBS Global Paper & Forest Products Conference
5

There is no other renewable and sustainable resource that can do as much as the forest

Wood Products Ecosystem Benefits

Home Building

Biomaterials Biofuels / Biomaterials

Cellulose Fiber Products Minerals / Biofuels Energy

UBS Global Paper & Forest Products Conference

6

There is no other renewable and sustainable resource that can do as much as the forest

Wood Products Ecosystem Benefits

Home Building

Biomaterials Biofuels / Biomaterials

Cellulose Fiber Products Minerals / Biofuels Energy

UBS Global Paper & Forest Products Conference

7

There is no other renewable and sustainable resource that can do as much as the forest

Wood Products Ecosystem Benefits

Home Building

Biomaterials Biofuels / Biomaterials

Cellulose Fiber Products Minerals / Biofuels Energy

UBS Global Paper & Forest Products Conference

8

There is no other renewable and sustainable resource that can do as much as the forest

Wood Products Ecosystem Benefits

Home Building

Biomaterials Biofuels / Biomaterials

Cellulose Fiber Products Minerals / Biofuels Energy

UBS Global Paper & Forest Products Conference

9

There is no other renewable and sustainable resource that can do as much as the forest

Wood Products Ecosystem Benefits

Home Building

Biomaterials Biofuels / Biomaterials

Cellulose Fiber Products Minerals / Biofuels Energy

UBS Global Paper & Forest Products Conference

10

Wood Products

Ecosystem Benefits

Home

Emerging Energy and Mineral Building

Biomaterials Biofuels / Biomaterials

Opportunities Cellulose Fiber Cellulose Products Fiber Products Minerals / Biofuels Energy

z6.366 million of mineral zGeothermal acres zNatural Gas zCoal and Lignite zConstruction Aggregates

UBS Global Paper & Forest Products Conference

11

There is no other renewable and sustainable resource that can do as much as the forest

Wood Products Ecosystem Benefits

Home Building

Biomaterials Biofuels / Biomaterials

Cellulose Fiber Products Minerals / Biofuels Energy

UBS Global Paper & Forest Products Conference

12

Wood

Products Products Ecosystem Biofuels from the Forest Benefits

Home Building
Building

Biomaterials Biofuels / Biomaterials

Cellulose Fiber Cellulose Products Fiber Products Minerals / Biofuels Energy z50-50 joint venture company zDevelop and commercialize technology for converting cellulose-based biomass zFor use in renewable transportation fuels from non-food sources

UBS Global Paper & Forest Products Conference
13

Wood

Products Products Ecosystem

Bringing Safe, Secure, Sustainable Benefits

Home Building

Building

Biomaterials Biofuels / Feedstocks and Materials to Biomaterials

Cellulose Fiber Cellulose Products Fiber Products Petrochemical and Chemical IndustryMinerals / Biofuels Energy Explore important new markets that promise

· Large volume

· High value Advanced Materials            Chemical Feedstocks

UBS Global Paper & Forest Products Conference
14

There is no other renewable and sustainable resource that can do as much as the forest

Wood Products Ecosystem Benefits

Home Building

Biomaterials Biofuels / Biomaterials

Cellulose Fiber Products Minerals / Biofuels Energy

UBS Global Paper & Forest Products Conference

15

Wood Products

Ecosystem Ecosystem Benefits from the Forest Benefits

Home
Building Building

Biomaterials Biofuels / Biomaterials

Cellulose Fiber Cellulose Products Fiber Products Minerals / Biofuels

zWeyerhaeuser sequesters over 16 million metric tons Energy

Of CO2every year! Photosynthesis ^O2 2 ^H2 2^0CO2 2 Sunlight Water + Carbon Dioxide            Cellulose + Oxygen Chlorophyll

UBS Global Paper & Forest Products Conference
16

Patty Bedient

Executive Vice President, Chief Financial Officer

17

Financial Update: Debt and Cash $ millions Debt            Cash Estimated balance as of $ 6,880 $ 4,880

September 12, 2008 Scheduled Debt Maturities (400) (400)

Proforma 4Q Dividend* (130)

Estimated Cash Taxes (1,600)

Estimated Year End Balances $ 6,480 $ 2,750

Estimated Year End Proforma Net $ 3,730

Debt Note: Does not include cash flow from operations * Not yet declared

UBS Global Paper & Forest Products Conference 18

Structure Follows Strategy

z REIT Update

· May meet REIT asset and income tests in 2009

· Determining feasibility of technical changes needed to be

in place as of the beginning of the year

– Calendar year

– Legal reorganization

· No decision on REIT election has been made

· Any change will be based on the benefits it brings to our

timberland based strategy

UBS Global Paper & Forest Products Conference

19

There is no other renewable and sustainable resource that can do as much as the forest

Wood Products Ecosystem Benefits

Home Building

Biomaterials Biofuels / Biomaterials

Cellulose Fiber Products Minerals / Biofuels Energy

UBS Global Paper & Forest Products Conference
20

And there is no other company in North America with the capacity and technology to do as much with timberlands as Weyerhaeuser

UBS Global Paper & Forest Products Conference

21