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

December 10, 2009

(Date of earliest event report)

WEYERHAEUSER COMPANY

(Exact name of registrant as specified in charter)

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

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

Item 7.01 Regulation FD

Item 9.01  Financial Statements and Exhibits

SIGNATURES

EXHIBIT INDEX

EXHIBIT 99.1

EXHIBIT 99.2

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C., 20549

ITEM 7.01 REGULATION FD

On December 15, 2009, Weyerhaeuser Company issued a press release announcing that its board of directors has approved amendments to the company’s articles of incorporation to eliminate the company’s classified board structure and remove existing super majority voting provisions. The press release is attached as Exhibit 99.1.

On December 15, 2009, Weyerhaeuser Company issued a press release announcing that its board of directors has determined that conversion to a real estate investment trust (REIT) would best support the company’s strategic direction.  The press release is attached as Exhibit 99.2.

ITEM 9.  FINANCIAL STATEMENTS AND EXHIBITS

(c)	The following items are filed as exhibits to this report:
	Exhibit 99.1 – Press Release dated December 15, 2009 Announcing Proposed Governance Changes
	Exhibit 99.2 – Press Release dated December 15, 2009 Announcing Intent to Elect REIT Status; Timing Under Consideration

SIGNATURES

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:  December 15, 2009

EX-99.1

Exhibit 99.1

For immediate release

For more information contact:

Media - Bruce Amundson (253) 924-3047

Analysts - Kathryn McAuley (253) 924-2058

1	WeyerhaeuserAnnouncesProposed Governance Changes
2	FEDERAL WAY, Wash. (Dec. 15, 2009)–Weyerhaeuser Company (NYSE: WY) today announced that its
3	board of directors has approved amendments to the company’s articles of incorporation to eliminate
4	the company’s classified board structure and remove existing super majority voting provisions.
5	“The board regularly reviews the company’s corporate governance practices and has made a number of
6	changes over the last few years as standards of corporate governance have evolved,” said Chuck
7	Williamson, chairman. “The board believes that these amendments are in the best interest of the
8	company and its shareholders.”
9	The board will ask shareholders to approve these amendmentsat Weyerhaeuser’s annual shareholder
10	meeting in April 2010. It will take a 66 2/3 percent favorable vote of the outstanding shares to approve
11	the amendments. Shareholders will receive information on these proposals in the 2010 proxy statement
12	to be mailed in February.
13	AboutWeyerhaeuser
14	Weyerhaeuser Company, one of the world's largest forest products companies, was incorporated in
15	1900. In 2008, sales were $8 billion. It has offices or operations in 10 countries, with customers
16	worldwide. Weyerhaeuser is principally engaged in the growing and harvesting of timber; the
17	manufacture, distribution and sale of forest products; and real estate construction and development.
18	Additional information about Weyerhaeuser's businesses, products and practices is available at
19	http://www.weyerhaeuser.com .

EX-99.2

Exhibit 99.2

For immediate release

For more information contact:

Media – Bruce Amundson (253) 924-3047

Analysts – Kathryn McAuley (253) 924-2058

Weyerhaeuser Announces Intent to Elect REIT Status;

Timing Under Consideration

FEDERAL WAY, Wash. (Dec. 15, 2009) – Weyerhaeuser Company (NYSE: WY) today announced that its board of directors has determined that conversion to a real estate investment trust (REIT) would best support the company’s strategic direction.

“Our company will be enhanced by the REIT structure,” said Dan Fulton, president and chief executive officer. “This conversion will position us to be more competitive in our timberlands business. In addition, we are able to convert with our existing business mix of Timberlands, Wood Products, Cellulose Fibers and Real Estate.”

Chuck Williamson, chairman, said “The board has not set a date for the conversion, but the earliest and most likely date would be for the year 2010 based on circumstances as we know them today.”

Factors the board will consider in determining the timing of converting to a REIT include the state of the economic recovery, changes in tax policy including shareholder tax rates and the distribution of earnings and profits required under tax laws for REIT election.

By the end of the year of conversion, Weyerhaeuser must issue a special, taxable dividend to stockholders of its undistributed earnings and profits. As of the beginning of 2010, Weyerhaeuser expects earnings and profits to total just under $6 billion.

Weyerhaeuser said it intends to pay a significant portion of the dividend in stock. This will require shareholder approval to increase the authorized number of shares at the annual shareholder meeting in April. Shareholders will receive information on this proposal, and the proposed governance changes announced earlier this morning, in the 2010 proxy statement to be mailed in February.

Investor Conference Call

Weyerhaeuser will hold a live conference call at 7 a.m. Pacific (10 a.m. Eastern) on December 15 to discuss today’s announcements on proposed governance changes and the intent to elect REIT status.

To access the conference call from within North America, dial 1-877-941-0844 at least 15 minutes prior to the call. Those calling from outside North America should dial 1-480-629-9645. Replays will be available for one week at 1-800-406-7325 (access code – 4193510) from within North America and at 1-303-590-3030 (access code – 4193510) from outside North America.

The call is being webcast through Weyerhaeuser’s Internet site. Select “REIT Status”at http://investor.weyerhaeuser.com.

The webcast is available through the Thomson StreetEvents Network to both institutional and individual investors. Individual investors can listen to the call at http://www.fulldisclosure.com, Thomson’s individual investor portal, powered by StreetEvents. Institutional investors can access the call via Thomson’s password-protected site, StreetEvents (http://www.streetevents.com).

About Weyerhaeuser

Weyerhaeuser Company, one of the world's largest forest products companies, was incorporated in 1900. In 2008, sales were $8 billion. It has offices or operations in 10 countries, with customers worldwide. Weyerhaeuser is principally engaged in the growing and harvesting of timber; the manufacture, distribution and sale of forest products; and real estate construction and development. Additional information about Weyerhaeuser's businesses, products and practices is available at http://www.weyerhaeuser.com.

Forward-looking Statement

This news release 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.  These statements are based on various assumptions and may not be accurate because of risks and uncertainties surrounding these assumptions.  Factors listed below, as well as other factors, may cause actual results to differ significantly from these forward-looking statements.  There is no guarantee that any of the events anticipated by these forward-looking statements will occur.  If any of the events occur, there is no guarantee what effect they will have on company operations or financial condition.  The company will not update these forward-looking statements after the date of this news release.

Some forward-looking statements discuss the company’s plans, strategies and intentions.  They use words such as “expects,” “may,” “will,” “believes,” “should,” “approximately,” “anticipates,” “estimates,” and “plans.”  In addition, these words may use the positive or negative or other variations of those terms.

This release contains forward-looking statements regarding the company’s expectations regarding its intent to convert to a Real Estate Investment Trust, the timing and effect of the conversion and the form of distribution of its cumulated earnings and profits. Major risks, uncertainties and assumptions that cause actual results to differ from these forward-looking statements, include, but are not limited to:

·   the effect of general economic conditions;

·   market demand for the company’s products, which is related to the strength of the various U.S. business segments and economic conditions;

·   performance of the Company’s Timberlands businesses;

·   performance of the company’s manufacturing operations;

·   the successful execution of internal performance plans, including restructurings and cost reduction initiatives;

·   changes in the Company’s business support functions and support costs;

·   changes in legislation or tax rules;

·     IRS revenue procedures relating to distributions of earnings and profits;

·     shareholder approval of increases in the Company’s authorized shares and distributions of shares; and

·    other factors described under “Risk Factors” in the Company’s annual report on Form 10-K.

The company also is a large exporter and is affected by changes in economic activity in Europe and Asia, particularly Japan, China and Korea.  It also is affected by changes in currency exchange rates, particularly the relative value of the U.S. dollar to the euro and the Canadian dollar. Restrictions on international trade or tariffs imposed on imports also may affect the company.