Registration No. 333-
--------------------------------------------------------------------------
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549
               ----------------------------------
                            FORM S-8
                     REGISTRATION STATEMENT
                            UNDER THE
                     SECURITIES ACT OF 1933
               
               ----------------------------------
               
                      WEYERHAEUSER COMPANY
     (Exact Name of Registrant as Specified in Its Charter)

STATE OF WASHINGTON                         91-0470860
(State or Other Jurisdiction of           (I.R.S. Employer
Incorporation or Organization)          Identification No.)

                  33663 WEYERHAEUSER WAY SOUTH
                    FEDERAL WAY, WASHINGTON       98003
       (Address of Principal Executive Offices)  (Zip Code)
       
     WEYERHAEUSER COMPANY INVESTMENT GROWTH AND PERFORMANCE SHARE PLAN
              NORPAC HOURLY 401(K) AND PERFORMANCE SHARE PLAN
      WEYERHAEUSER COMPANY HOURLY 401(K) AND PERFORMANCE SHARE PLAN -
                              NUMBER ONE
      WEYERHAEUSER COMPANY HOURLY 401(K) AND PERFORMANCE SHARE PLAN -
                              NUMBER TWO
                         (Full Title of the Plans)

SANDY D. MCDADE                         Copies to:
Secretary                               ----------
Weyerhaeuser Company                    Claire S. Grace
Tacoma, Washington  98477               Weyerhaeuser Company
(253) 924-5272                          Tacoma, Washington   98477
                                        (253) 924-5548
(Name, Address and Telephone Number of Agent For Service)
                    -----------------------------------
                                     
                      CALCULATION OF REGISTRATION FEE
==========================================================================
                                Proposed        Proposed
 Title of                       Maximum          Maximum
Securities        Amount        Offering        Aggregate      Amount of
   to be           to be          Price         Offering      Registration
Registered      Registered      Per Share         Price            Fee
--------------------------------------------------------------------------
Weyerhaeuser
Company Shares, 3,625,000(2)(3) $50.8438(4) $184,308,594(2)(5)  $54,371.04
par value $1.25
per share(1)
==========================================================================
-----------------------------------
     1  In addition, pursuant to Rule 416(c) under the Securities Act  of
1933, as amended, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit
plans described herein.
     2  Pursuant to Instruction E to Form S-8, this registration statement
registers additional shares of the Registrant's Common Stock for the
following benefit plans in the following amounts and for the following
estimated aggregate value: 3,000,000 shares with an estimated aggregate
value of $152,531,250 for the Weyerhaeuser Company Investment Growth and
Performance Share Plan, 50,000 shares with an estimated aggregate value of
$2,542,188 for the NORPAC Hourly 401(k) and Performance Share Plan,
500,000  shares  with  an  estimated  aggregate  value  of $25,421,875  for
the  Weyerhaeuser  Company  Hourly  401(k)  and Performance  Share Plan -
Number One, and 75,000 shares  with  an estimated aggregate value

<PAGE>

                                 Part II:
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                     
Item 3.  Incorporation of Documents by Reference.

     The following documents listed in (a) through (e) below are
incorporated herein by reference and all documents subsequently filed
pursuant to Section 13(a), 13(c), 14, and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") prior to the filing of a post-
effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and
to be a part hereof from the date of filing of such documents:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 28, 1997 filed with the Securities and Exchange Commission
pursuant to Section 13(a) or 15(d) of the Exchange Act as amended; which
contains audited financial statements for the Registrant's latest fiscal
year.

     (b)  All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered
by the Registrant document referred to in (a) above.

     (c)  The description of the Registrant's Common Stock contained in a
registration statement filed under Section 12 of the Exchange Act,
including any amendments or reports filed for the purpose of updating such
description.

     (d)  The contents of Registration statement numbers 33-60521, 33-
60527, 333-10165 and 33-60529 filed with the Securities and Exchange
Commission, including any amendments or reports filed for the purpose of
updating such statements.

     (e)  All annual reports on Form 11-K filed by the Registrant's Hourly
401(k) Plan pursuant to Section 15(d) of the Exchange Act after the date
hereof.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not Applicable.


Item 6.  Indemnification of Directors and Officers.

     The Registrant's By-laws provide that the Registrant shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that the
person is or was a director, officer or employee of the corporation, or who
is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee or agent of another foreign or domestic

--------------------------------------------------------------------------
of  $3,813,281 for the Weyerhaeuser Company Hourly 401(k)  and Performance
Share  Plan - Number Two.  The  aggregate  value  is estimated based upon
the Proposed Maximum  Offering  Price  Per Share (see footnote 4) of
$50.8438.
     3  Includes an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the plan as the result of any future stock split, stock dividend or similar
adjustment of the outstanding Common Stock of the Registrant.
     4  The price per share is estimated to be $50.8438 based on the
average of the high ($51.8125) and low ($49.875) for the common stock as
reported on the New York Stock Exchange on June 10, 1998.
     5  Estimated solely for the purposes of calculating the registration
fee pursuant to Rule 457 under the Securities Act of 1933, as amended.

                                     2

<PAGE>

corporation, partnership, joint venture, trust, other enterprise, or
employee benefit plan against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by the person in connection with such
action, suit or proceeding to the fullest extent and in the manner set
forth in and permitted by the Business Corporation Act of the State of
Washington (the "Act"), and any other applicable law, as from time to time
in effect.  Section 23B.08.510 of the Act, as amended, authorizes a court
to award, or a corporation to grant, subject to certain limitations,
indemnity to its directors and officers against reasonable expenses
actually incurred in defending litigation against them in their capacities
as directors and officers.  This indemnity to directors and officers is
sufficiently broad to permit such indemnification under certain
circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended.  Pursuant
to section 23B.08.560 of the Act, the scope of the indemnification to the
Registrant's directors and officers includes a right to indemnification for
all expense, liability, and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes, penalties and amounts paid in settlement)
actually incurred by any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative.
Pursuant to the Registrant's Restated Articles of Incorporation, if the
Washington Business Corporation Act is amended to authorize corporate
action further eliminating or limiting the personal liability of directors,
then the liability of a director of the Registrant shall be eliminated or
limited to the fullest extent permitted by the Washington Business
Corporation Act, as so amended. The Registrant's Restated Articles of
Incorporation also implements section 23B.08.320 which permits a
corporation to limit the personal liability of directors to the corporation
or its shareholders for monetary damages.  The Registrant may also
indemnify and advance expenses under RCW 23B.08.510 through 23B.08.560 to
an employee or agent of the corporation who is not a director to the same
extent as to a director.

  The Registrant has obtained and maintains a standard form officers'and
directors' liability insurance policy insuring its officers and directors
against certain liabilities for certain acts or omissions while acting in
their official capacity including liability under the Securities Act of
1933.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

<TABLE>
<CAPTION>

 Exhibit
  Number                  Description
----------  --------------------------------------------------------------
<S>        <C>
   5.1      Legality Opinion of Claire S. Grace
   5.2      ERISA undertaking is contained in Item 9(e)
   23.1     Consent of Attorney (included in opinion filed as Exhibit 5.1)
   23.2     Consent of Arthur Andersen LLP
    24      Power of Attorney (see signature page)
</TABLE>

Item 9.  Undertakings.

(a)  The undersigned Registrant hereby undertakes:

    (1)  To file, during any period in which offers or sales are being
made,  a  post-effective amendment  to  this  registration statement:

        (i)  To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933 as amended;
     
                                     3
     
<PAGE>
     
        (ii)   To reflect in the prospectus any facts or events arising
     after  the  effective  date  of  the  Registration Statement  (or  the
     most  recent  post-effective  amendment thereof) which, individually
     or in the aggregate, represents a  fundamental change in the
     information set  forth  in  the Registration Statement;
        (iii)  To  include any material  information  with respect to the
     plan of distribution not previously disclosed in the Registration
     Statement or any material change to such information in the
     Registration Statement;
     
provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do not
--------- -------
apply  if the  information required to be included  in  a post-effective
amendment by those paragraphs is contained in  periodic reports  filed by
the Registrant pursuant to Section 13 or  15(d) of  the  Securities
Exchange Act of 1934, as amended,  that  are incorporated by reference in
the Registration Statement.

     (2)  That, for purposes of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment
shall  be  deemed to be a new  registration  statement relating  to the
securities offered therein, and the offering  of such  securities at that
time shall be deemed to be  the  initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered  which remain unsold at
the termination of the offering.

(b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended,
each filing of the Registrant's annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934, as
amended,) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering  of such  securities at that
time shall be deemed to be the initial bona fide offering thereof.

(c)  The undersigned Registrant hereby undertakes

     (1)  To deliver or cause to be delivered with the prospectus to each
employee to whom the prospectus is sent or given, a copy of the
Registrant's annual report to shareholders for its last fiscal year, unless
such employee otherwise has received a copy of such report in which case
the Registrant shall state in the prospectus that it will promptly furnish,
without charge, a copy of such report on written request of the employee.
If the last fiscal year of the issuer has ended within 120 days prior to
the use of the prospectus, the annual report of the Registrant  for the
preceding fiscal year may be so delivered, but within such 120 day period
the annual report for the last fiscal year will be furnished to each such
employee.

     (2)  To transmit or cause to be transmitted to all employees
participating in  the plan who do not otherwise receive such material as
shareholders of the Registrant, at the time and in the manner such material
is sent to its shareholders, copies of all reports, proxy statements and
other communications distributed to its shareholders generally.

     (3)  Where interests in a plan are registered herewith, to transmit
or cause to be transmitted promptly, without charge,  to any  participant
in the plan who makes a written request, a  copy of  the  then latest
annual report of the plan filed pursuant  to Section 15(d) of the
Securities Exchange Act of 1934 (Form 11-K). If such report is filed
separately on Form 11-K, such form shall be delivered upon written request.
If such report is filed as a part of the Registrant's annual report on Form
10-K, that entire report  (excluding exhibits) shall be delivered upon
written request.   If such report is filed as a part of the Registrant's
annual report to shareholders delivered pursuant to paragraph (1) or  (2)
of this undertaking additional delivery shall not be required.

                                     4

<PAGE>

(d)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment of expenses incurred or paid by a director, officer, or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

(e)  The undersigned Registrant hereby undertakes that the Registrant
will submit or has submitted the Plan to the Internal Revenue Service
(the "IRS") in a timely manner and will make all changes required by
the IRS to qualify the Plan.

                                     5

<PAGE>

                                SIGNATURES
                                     
     Pursuant to the requirements of the Securities Act of  1933, as
amended,  the  Registrant certifies that  it  has  reasonable grounds  to
believe  that it meets all of the  requirements  for filing  on  Form  S-8
and  has  duly  caused  this  Registration Statement  to  be  signed  on
its  behalf  by  the  undersigned, thereunto  duly  authorized, in the
County  of  King,  State  of Washington, on this 11th day of June, 1998.

                                   WEYERHAEUSER COMPANY


                                   By   /s/ Sandy D. McDade
                                        ---------------------
                                        Sandy D. McDade
                                        Secretary

                                     
                             POWER OF ATTORNEY
                             -----------------

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Robert A. Dowdy, Sandy D. McDade and
Claire S. Grace, and each of them, as true and lawful attorneys-in-fact,
with full power of substitution  and resubstitution, to execute in the
name, place and stead, in  any  and all capacities, to sign any and all
amendments (including  post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as could be done in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.


     Pursuant to the requirements of the Securities Act of  1933, this
registration  statement has been signed  by  the  following persons in the
capacities and on the dates indicated.

     Signature                          Title                 Date
--------------------------------------------------------------------------

/s/ Steven R. Rogel                President, Chief       June 11, 1998
-----------------------           Executive Officer       
    Steven R. Rogel                  and Director


/s/ William C. Stivers             Executive Vice         June 11, 1998
-----------------------          President and Chief      
    William C. Stivers            Financial Officer


/s/ Kenneth J. Stancato             Vice President        June 11, 1998
-----------------------             and Controller        
    Kenneth J. Stancato



                                     6

<PAGE>

     Signature                          Title                 Date
--------------------------------------------------------------------------

/s/ W. John Driscoll                   Director           June 11, 1998
-----------------------------------                       
    W. John Driscoll


/s/                                    Director           
-----------------------------------                       
    Philip M. Hawley


/s/ Martha R. Ingram                   Director           June 11, 1998
-----------------------------------                       
    Martha R. Ingram


/s/ John I. Kieckhefer                 Director           June 11, 1998
-----------------------------------                       
    John I. Kieckhefer


/s/ Rt. Hon. Donald F. Manzankowski    Director           June 11, 1998
-----------------------------------                       
Rt. Hon. Donald F. Manzankowski


/s/ William D. Ruckelshaus             Director           June 11, 1998
-----------------------------------                       
William D. Ruckelshaus


/s/ Richard H. Sinkfield               Director           June 11, 1998
-----------------------------------                       
Richard H. Sinkfield


/s/ James N. Sullivan                  Director           June 11, 1998
-----------------------------------                       
James N. Sullivan


/s/ George H. Weyerhaeuser             Director           June 11, 1998
-----------------------------------                       
George H. Weyerhaeuser

                                     7

<PAGE>

                              PLAN SIGNATURES
                                     
                                     
      Pursuant to the requirements of the Securities Act of 1933, as
amended, each  of the following Plans has duly  caused  this Registration
Statement  to  be  signed  on  its  behalf  by  the undersigned,  thereunto
duly authorized, in the City  of  Federal Way, State of Washington, on this
11th day of June, 1998.



                              WEYERHAEUSER COMPANY INVESTMENT GROWTH AND
                                PERFORMANCE SHARE PLAN
                              
                              NORPAC HOURLY 401(K) AND PERFORMANCE SHARE
                                PLAN
                                
                              WEYERHAEUSER COMPANY HOURLY 401(K) AND
                                PERFORMANCE SHARE PLAN - NUMBER ONE
                                
                              WEYERHAEUSER COMPANY HOURLY 401(K) AND
                                PERFORMANCE  SHARE PLAN - NUMBER TWO



                              By        /s/ Kenneth B. Wallace
                                ----------------------------------------
                                        Kenneth B. Wallace
                                        Director-Employee Benefits



                                     8

<PAGE>

                             INDEX TO EXHIBITS

<TABLE>
<CAPTION>

Exhibit                                                       Sequentially
 Number                   Description                        Numbered Page
--------    -----------------------------------------------  -------------
<S>        <C>                                              <C>
   5.1      Legality Opinion of Claire S. Grace                   11
   5.2      ERISA undertaking is contained in Item 9(e)            5
   23.1     Consent of Attorney (included in opinion filed
              as Exhibit 5.1)                                     11
   23.2     Consent of Arthur Andersen LLP                        13
    24      Power of Attorney (see signature page)                 6
</TABLE>

                                     9

<PAGE>










                           Exhibit 5.1









                                    10

<PAGE>

June 11, 1998



Re:  Registration  on  Form S-8 of Shares of  Common  Stock,  par value of
     $1.25 per share, of Weyerhaeuser Company.
     
     
Ladies and Gentlemen:

Reference  is  made  to the Registration Statement  on  Form  S-8 pursuant
to the Securities Act of 1933, as amended (the  "Act"), which  is being
filed with the Securities and Exchange Commission by Weyerhaeuser Company,
a Washington corporation (the "Company") on or about June 12, 1998 (the
"Registration Statement") relating to  the  registration  of interests in
the  Weyerhaeuser  Company Investment  Growth and Performance Share Plan;
the NORPAC  Hourly 401(k)  and  Performance  Share Plan;  the  Weyerhaeuser
Company Hourly  401(k) and Performance Share Plan - Number One;  and  the
Weyerhaeuser Company Hourly 401(k) and Performance Share  Plan - Number Two
(collectively, the "Plans") and related Weyerhaeuser Company  Common Stock,
which may be sold pursuant to  the  Plans. The  shares of Common Stock
issued pursuant to the Plans  may  be either issued directly from the
Company or purchased on the  open market.  This opinion is limited to those
shares of Common  Stock which may be originally issued (the "Shares").

I  have examined and am familiar with the Registration Statement,
the Plans and such documents and records of the Company and other
documents  as  I  have deemed necessary for the purpose  of  this opinion.
In giving this opinion, I am assuming the authenticity of  all  instruments
presented to me as originals, the conformity with  originals of all
instruments presented to me as copies  and the genuineness of all
signatures.

Based  upon  and  subject to the foregoing and giving  regard  to legal
considerations I deem relevant, I am of the  opinion  that the  Shares
have  been duly authorized and that,  upon  the  due execution by the
Company and the registration by its registrar of such  Shares and the
issuance and sale thereof by the Company  in accordance  with  the  terms
of the Plans,  and  the  receipt  of consideration therefor in accordance
with the terms of the Plans, such Shares will be validly issued, fully paid
and nonassessable.

I  hereby consent to the filing of this opinion as an exhibit  to the
Registration Statement.

Very truly yours,


/s/ Claire S. Grace


Claire S. Grace
Senior Legal Counsel


                                    11

<PAGE>

                               Exhibit 23.2


                                    12

<PAGE>

                 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

                                     

     As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8 of
our reports dated February 11, 1998 included (or incorporated by reference)
in Weyerhaeuser Company's Annual Report on Form 10-K for the fiscal year
ended December 28, 1997, and to all references to our Firm included in this
registration statement.


                              ARTHUR ANDERSEN LLP


Seattle, Washington
June 11, 1998



                                    13
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Registration No. 333-
--------------------------------------------------------------------------
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549
               ----------------------------------
                            FORM S-8
                     REGISTRATION STATEMENT
                            UNDER THE
                     SECURITIES ACT OF 1933
               
               ----------------------------------
               
                      WEYERHAEUSER COMPANY
     (Exact Name of Registrant as Specified in Its Charter)

STATE OF WASHINGTON                         91-0470860
(State or Other Jurisdiction of           (I.R.S. Employer
Incorporation or Organization)          Identification No.)

                  33663 WEYERHAEUSER WAY SOUTH
                    FEDERAL WAY, WASHINGTON       98003
       (Address of Principal Executive Offices)  (Zip Code)
       
     WEYERHAEUSER COMPANY INVESTMENT GROWTH AND PERFORMANCE SHARE PLAN
              NORPAC HOURLY 401(K) AND PERFORMANCE SHARE PLAN
      WEYERHAEUSER COMPANY HOURLY 401(K) AND PERFORMANCE SHARE PLAN -
                              NUMBER ONE
      WEYERHAEUSER COMPANY HOURLY 401(K) AND PERFORMANCE SHARE PLAN -
                              NUMBER TWO
                         (Full Title of the Plans)

SANDY D. MCDADE                         Copies to:
Secretary                               ----------
Weyerhaeuser Company                    Claire S. Grace
Tacoma, Washington  98477               Weyerhaeuser Company
(253) 924-5272                          Tacoma, Washington   98477
                                        (253) 924-5548
(Name, Address and Telephone Number of Agent For Service)
                    -----------------------------------
                                     
                      CALCULATION OF REGISTRATION FEE
==========================================================================
                                Proposed        Proposed
 Title of                       Maximum          Maximum
Securities        Amount        Offering        Aggregate      Amount of
   to be           to be          Price         Offering      Registration
Registered      Registered      Per Share         Price            Fee
--------------------------------------------------------------------------
Weyerhaeuser
Company Shares, 3,625,000(2)(3) $50.8438(4) $184,308,594(2)(5)  $54,371.04
par value $1.25
per share(1)
==========================================================================
-----------------------------------
     1  In addition, pursuant to Rule 416(c) under the Securities Act  of
1933, as amended, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit
plans described herein.
     2  Pursuant to Instruction E to Form S-8, this registration statement
registers additional shares of the Registrant's Common Stock for the
following benefit plans in the following amounts and for the following
estimated aggregate value: 3,000,000 shares with an estimated aggregate
value of $152,531,250 for the Weyerhaeuser Company Investment Growth and
Performance Share Plan, 50,000 shares with an estimated aggregate value of
$2,542,188 for the NORPAC Hourly 401(k) and Performance Share Plan,
500,000  shares  with  an  estimated  aggregate  value  of $25,421,875  for
the  Weyerhaeuser  Company  Hourly  401(k)  and Performance  Share Plan -
Number One, and 75,000 shares  with  an estimated aggregate value
Part II:
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                     
Item 3.  Incorporation of Documents by Reference.

     The following documents listed in (a) through (e) below are
incorporated herein by reference and all documents subsequently filed
pursuant to Section 13(a), 13(c), 14, and 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") prior to the filing of a post-
effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and
to be a part hereof from the date of filing of such documents:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 28, 1997 filed with the Securities and Exchange Commission
pursuant to Section 13(a) or 15(d) of the Exchange Act as amended; which
contains audited financial statements for the Registrant's latest fiscal
year.

     (b)  All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered
by the Registrant document referred to in (a) above.

     (c)  The description of the Registrant's Common Stock contained in a
registration statement filed under Section 12 of the Exchange Act,
including any amendments or reports filed for the purpose of updating such
description.

     (d)  The contents of Registration statement numbers 33-60521, 33-
60527, 333-10165 and 33-60529 filed with the Securities and Exchange
Commission, including any amendments or reports filed for the purpose of
updating such statements.

     (e)  All annual reports on Form 11-K filed by the Registrant's Hourly
401(k) Plan pursuant to Section 15(d) of the Exchange Act after the date
hereof.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.  Indemnification of Directors and Officers.

     The Registrant's By-laws provide that the Registrant shall indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that the
person is or was a director, officer or employee of the corporation, or who
is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee or agent of another foreign or domestic

--------------------------------------------------------------------------
of  $3,813,281 for the Weyerhaeuser Company Hourly 401(k)  and Performance
Share  Plan - Number Two.  The  aggregate  value  is estimated based upon
the Proposed Maximum  Offering  Price  Per Share (see footnote 4) of
$50.8438.
     3  Includes an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the plan as the result of any future stock split, stock dividend or similar
adjustment of the outstanding Common Stock of the Registrant.
     4  The price per share is estimated to be $50.8438 based on the
average of the high ($51.8125) and low ($49.875) for the common stock as
reported on the New York Stock Exchange on June 10, 1998.
     5  Estimated solely for the purposes of calculating the registration
fee pursuant to Rule 457 under the Securities Act of 1933, as amended.

                                     2
corporation, partnership, joint venture, trust, other enterprise, or
employee benefit plan against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by the person in connection with such
action, suit or proceeding to the fullest extent and in the manner set
forth in and permitted by the Business Corporation Act of the State of
Washington (the "Act"), and any other applicable law, as from time to time
in effect.  Section 23B.08.510 of the Act, as amended, authorizes a court
to award, or a corporation to grant, subject to certain limitations,
indemnity to its directors and officers against reasonable expenses
actually incurred in defending litigation against them in their capacities
as directors and officers.  This indemnity to directors and officers is
sufficiently broad to permit such indemnification under certain
circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended.  Pursuant
to section 23B.08.560 of the Act, the scope of the indemnification to the
Registrant's directors and officers includes a right to indemnification for
all expense, liability, and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes, penalties and amounts paid in settlement)
actually incurred by any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative.
Pursuant to the Registrant's Restated Articles of Incorporation, if the
Washington Business Corporation Act is amended to authorize corporate
action further eliminating or limiting the personal liability of directors,
then the liability of a director of the Registrant shall be eliminated or
limited to the fullest extent permitted by the Washington Business
Corporation Act, as so amended. The Registrant's Restated Articles of
Incorporation also implements section 23B.08.320 which permits a
corporation to limit the personal liability of directors to the corporation
or its shareholders for monetary damages.  The Registrant may also
indemnify and advance expenses under RCW 23B.08.510 through 23B.08.560 to
an employee or agent of the corporation who is not a director to the same
extent as to a director.

  The Registrant has obtained and maintains a standard form officers'and
directors' liability insurance policy insuring its officers and directors
against certain liabilities for certain acts or omissions while acting in
their official capacity including liability under the Securities Act of
1933.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.
Exhibit
  Number                  Description
----------  --------------------------------------------------------------
5.1      Legality Opinion of Claire S. Grace
   5.2      ERISA undertaking is contained in Item 9(e)
   23.1     Consent of Attorney (included in opinion filed as Exhibit 5.1)
   23.2     Consent of Arthur Andersen LLP
    24      Power of Attorney (see signature page)
Item 9.  Undertakings.

(a)  The undersigned Registrant hereby undertakes:

    (1)  To file, during any period in which offers or sales are being
made,  a  post-effective amendment  to  this  registration statement:

        (i)  To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933 as amended;
     
                                     3
(ii)   To reflect in the prospectus any facts or events arising
     after  the  effective  date  of  the  Registration Statement  (or  the
     most  recent  post-effective  amendment thereof) which, individually
     or in the aggregate, represents a  fundamental change in the
     information set  forth  in  the Registration Statement;
        (iii)  To  include any material  information  with respect to the
     plan of distribution not previously disclosed in the Registration
     Statement or any material change to such information in the
     Registration Statement;
     
provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do not
--------- -------
apply  if the  information required to be included  in  a post-effective
amendment by those paragraphs is contained in  periodic reports  filed by
the Registrant pursuant to Section 13 or  15(d) of  the  Securities
Exchange Act of 1934, as amended,  that  are incorporated by reference in
the Registration Statement.

     (2)  That, for purposes of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment
shall  be  deemed to be a new  registration  statement relating  to the
securities offered therein, and the offering  of such  securities at that
time shall be deemed to be  the  initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered  which remain unsold at
the termination of the offering.

(b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended,
each filing of the Registrant's annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934, as
amended,) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering  of such  securities at that
time shall be deemed to be the initial bona fide offering thereof.

(c)  The undersigned Registrant hereby undertakes

     (1)  To deliver or cause to be delivered with the prospectus to each
employee to whom the prospectus is sent or given, a copy of the
Registrant's annual report to shareholders for its last fiscal year, unless
such employee otherwise has received a copy of such report in which case
the Registrant shall state in the prospectus that it will promptly furnish,
without charge, a copy of such report on written request of the employee.
If the last fiscal year of the issuer has ended within 120 days prior to
the use of the prospectus, the annual report of the Registrant  for the
preceding fiscal year may be so delivered, but within such 120 day period
the annual report for the last fiscal year will be furnished to each such
employee.

     (2)  To transmit or cause to be transmitted to all employees
participating in  the plan who do not otherwise receive such material as
shareholders of the Registrant, at the time and in the manner such material
is sent to its shareholders, copies of all reports, proxy statements and
other communications distributed to its shareholders generally.

     (3)  Where interests in a plan are registered herewith, to transmit
or cause to be transmitted promptly, without charge,  to any  participant
in the plan who makes a written request, a  copy of  the  then latest
annual report of the plan filed pursuant  to Section 15(d) of the
Securities Exchange Act of 1934 (Form 11-K). If such report is filed
separately on Form 11-K, such form shall be delivered upon written request.
If such report is filed as a part of the Registrant's annual report on Form
10-K, that entire report  (excluding exhibits) shall be delivered upon
written request.   If such report is filed as a part of the Registrant's
annual report to shareholders delivered pursuant to paragraph (1) or  (2)
of this undertaking additional delivery shall not be required.

                                     4
(d)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment of expenses incurred or paid by a director, officer, or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

(e)  The undersigned Registrant hereby undertakes that the Registrant
will submit or has submitted the Plan to the Internal Revenue Service
(the "IRS") in a timely manner and will make all changes required by
the IRS to qualify the Plan.

                                     5
SIGNATURES
                                     
     Pursuant to the requirements of the Securities Act of  1933, as
amended,  the  Registrant certifies that  it  has  reasonable grounds  to
believe  that it meets all of the  requirements  for filing  on  Form  S-8
and  has  duly  caused  this  Registration Statement  to  be  signed  on
its  behalf  by  the  undersigned, thereunto  duly  authorized, in the
County  of  King,  State  of Washington, on this 11th day of June, 1998.

                                   WEYERHAEUSER COMPANY

                                   By   /s/ Sandy D. McDade
                                        ---------------------
                                        Sandy D. McDade
                                        Secretary

                                     
                             POWER OF ATTORNEY
                             -----------------

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Robert A. Dowdy, Sandy D. McDade and
Claire S. Grace, and each of them, as true and lawful attorneys-in-fact,
with full power of substitution  and resubstitution, to execute in the
name, place and stead, in  any  and all capacities, to sign any and all
amendments (including  post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and
purposes as could be done in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of  1933, this
registration  statement has been signed  by  the  following persons in the
capacities and on the dates indicated.

     Signature                          Title                 Date
--------------------------------------------------------------------------

/s/ Steven R. Rogel                President, Chief       June 11, 1998
-----------------------           Executive Officer       
    Steven R. Rogel                  and Director

/s/ William C. Stivers             Executive Vice         June 11, 1998
-----------------------          President and Chief      
    William C. Stivers            Financial Officer

/s/ Kenneth J. Stancato             Vice President        June 11, 1998
-----------------------             and Controller        
    Kenneth J. Stancato

                                     6
Signature                          Title                 Date
--------------------------------------------------------------------------

/s/ W. John Driscoll                   Director           June 11, 1998
-----------------------------------                       
    W. John Driscoll

/s/                                    Director           
-----------------------------------                       
    Philip M. Hawley

/s/ Martha R. Ingram                   Director           June 11, 1998
-----------------------------------                       
    Martha R. Ingram

/s/ John I. Kieckhefer                 Director           June 11, 1998
-----------------------------------                       
    John I. Kieckhefer

/s/ Rt. Hon. Donald F. Manzankowski    Director           June 11, 1998
-----------------------------------                       
Rt. Hon. Donald F. Manzankowski

/s/ William D. Ruckelshaus             Director           June 11, 1998
-----------------------------------                       
William D. Ruckelshaus

/s/ Richard H. Sinkfield               Director           June 11, 1998
-----------------------------------                       
Richard H. Sinkfield

/s/ James N. Sullivan                  Director           June 11, 1998
-----------------------------------                       
James N. Sullivan

/s/ George H. Weyerhaeuser             Director           June 11, 1998
-----------------------------------                       
George H. Weyerhaeuser

                                     7
PLAN SIGNATURES
                                     
                                     
      Pursuant to the requirements of the Securities Act of 1933, as
amended, each  of the following Plans has duly  caused  this Registration
Statement  to  be  signed  on  its  behalf  by  the undersigned,  thereunto
duly authorized, in the City  of  Federal Way, State of Washington, on this
11th day of June, 1998.

                              WEYERHAEUSER COMPANY INVESTMENT GROWTH AND
                                PERFORMANCE SHARE PLAN
                              
                              NORPAC HOURLY 401(K) AND PERFORMANCE SHARE
                                PLAN
                                
                              WEYERHAEUSER COMPANY HOURLY 401(K) AND
                                PERFORMANCE SHARE PLAN - NUMBER ONE
                                
                              WEYERHAEUSER COMPANY HOURLY 401(K) AND
                                PERFORMANCE  SHARE PLAN - NUMBER TWO

                              By        /s/ Kenneth B. Wallace
                                ----------------------------------------
                                        Kenneth B. Wallace
                                        Director-Employee Benefits

                                     8
INDEX TO EXHIBITS
Exhibit                                                       Sequentially
 Number                   Description                        Numbered Page
--------    -----------------------------------------------  -------------
5.1      Legality Opinion of Claire S. Grace                   11
   5.2      ERISA undertaking is contained in Item 9(e)            5
   23.1     Consent of Attorney (included in opinion filed
              as Exhibit 5.1)                                     11
   23.2     Consent of Arthur Andersen LLP                        13
    24      Power of Attorney (see signature page)                 6
9
Exhibit 5.1

                                    10
June 11, 1998

Re:  Registration  on  Form S-8 of Shares of  Common  Stock,  par value of
     $1.25 per share, of Weyerhaeuser Company.
     
     
Ladies and Gentlemen:

Reference  is  made  to the Registration Statement  on  Form  S-8 pursuant
to the Securities Act of 1933, as amended (the  "Act"), which  is being
filed with the Securities and Exchange Commission by Weyerhaeuser Company,
a Washington corporation (the "Company") on or about June 12, 1998 (the
"Registration Statement") relating to  the  registration  of interests in
the  Weyerhaeuser  Company Investment  Growth and Performance Share Plan;
the NORPAC  Hourly 401(k)  and  Performance  Share Plan;  the  Weyerhaeuser
Company Hourly  401(k) and Performance Share Plan - Number One;  and  the
Weyerhaeuser Company Hourly 401(k) and Performance Share  Plan - Number Two
(collectively, the "Plans") and related Weyerhaeuser Company  Common Stock,
which may be sold pursuant to  the  Plans. The  shares of Common Stock
issued pursuant to the Plans  may  be either issued directly from the
Company or purchased on the  open market.  This opinion is limited to those
shares of Common  Stock which may be originally issued (the "Shares").

I  have examined and am familiar with the Registration Statement,
the Plans and such documents and records of the Company and other
documents  as  I  have deemed necessary for the purpose  of  this opinion.
In giving this opinion, I am assuming the authenticity of  all  instruments
presented to me as originals, the conformity with  originals of all
instruments presented to me as copies  and the genuineness of all
signatures.

Based  upon  and  subject to the foregoing and giving  regard  to legal
considerations I deem relevant, I am of the  opinion  that the  Shares
have  been duly authorized and that,  upon  the  due execution by the
Company and the registration by its registrar of such  Shares and the
issuance and sale thereof by the Company  in accordance  with  the  terms
of the Plans,  and  the  receipt  of consideration therefor in accordance
with the terms of the Plans, such Shares will be validly issued, fully paid
and nonassessable.

I  hereby consent to the filing of this opinion as an exhibit  to the
Registration Statement.

Very truly yours,

/s/ Claire S. Grace

Claire S. Grace
Senior Legal Counsel

                                    11
Exhibit 23.2

                                    12
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

                                     

     As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8 of
our reports dated February 11, 1998 included (or incorporated by reference)
in Weyerhaeuser Company's Annual Report on Form 10-K for the fiscal year
ended December 28, 1997, and to all references to our Firm included in this
registration statement.

                              ARTHUR ANDERSEN LLP

Seattle, Washington
June 11, 1998

                                    13