10-Q, 1994-05-09
Previous: UNION TANK CAR CO, 10-Q, 1994-05-09


                        Washington, D.C.  20549
                               FORM 10-Q
                  OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the thirteen weeks ended March 27, 1994 or
                  OF THE SECURITIES EXCHANGE ACT OF 1934             
                  For the transition period from _______ to _______
                     Commission File Number 1-4825
                         WEYERHAEUSER COMPANY
     A Washington Corporation         (IRS Employer Identification
                                            No. 91-0470860)
                       Tacoma, Washington  98477
                       Telephone (206) 924-2345
      Securities registered pursuant to Section 12(b) of the Act:

                                                  Name of Each Exchange on
    Title of Each Class                               Which Registered
___________________________	                      _________________________ 

Common Shares ($1.25 par value)                       Midwest Stock Exchange
                                                      New York Stock Exchange
                                                      Pacific Stock Exchange
                                                      Tokyo Stock Exchange

Rights  to  Purchase  Cumulative Preference Shares,   New York Stock Exchange
   Fourth Series

Indicate  by  check  mark whether the registrant  (1)  has  filed  all
reports  required to be filed by Section 13 or 15(d) of the Securities
Exchange  Act  of  1934 during the preceding 12 months  (or  for  such
shorter period that the registrant was required to file such reports),
and  (2) has been subject to such filing requirements for the past  90
days.   Yes   X    No  ___.  The number of shares outstanding  of  the
registrant's  class  of  common  stock,  as  of  May   6,   1994   was
205,567,144 common shares ($1.25 par value).

Weyerhaeuser Company
- - -2-

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Weyerhaeuser Company
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                       Index to Form 10-Q Filing
              For the Thirteen Weeks Ended March 27, 1994
                                                                    Page No.
<S>                                                              <C>

Part I.   Financial Information

Item 1.   Financial Statements
            Consolidated Statement of Earnings                          5
            Consolidated Balance Sheet                                 6-7
            Consolidated Statement of Cash Flows                       8-9
            Notes to Financial Statements                             10-15

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations               16-17

Part II.  Other Information

Item 1.   Legal Proceedings                                           18-19
Item 2.   Changes in Securities                                  (not applicable)
Item 3.   Defaults upon Senior Securities                        (not applicable)
Item 4.   Submission of Matters to a Vote of Security Holders    (not applicable)
Item 5.   Other Information                                      (not applicable)
Item 6.   Exhibits and Reports on Form 8-K                             19


The financial information included in this report has been prepared in
conformity  with  accounting practices and methods  reflected  in  the
financial  statements included in the annual report (Form 10-K)  filed
with  the  Securities  and  Exchange Commission  for  the  year  ended
December  26,  1993.   Though  not  examined  by  independent   public
accountants,  the financial information reflects, in  the  opinion  of
management,  all adjustments necessary to present a fair statement  of
results  for the interim periods indicated.  The results of operations
for  the  thirteen-week period ending March 27,  1994  should  not  be
regarded as necessarily indicative of the results that may be expected
for the full year.


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 thereto duly authorized.

                                   WEYERHAEUSER COMPANY

                                   By /s/ K. J. Stancato
                                     K. J. Stancato
                                     Duly Authorized Officer and
                                     Principal Accounting Officer

May 9, 1994
Weyerhaeuser Company
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Weyerhaeuser Company
- - -5-

                         CONSOLIDATED EARNINGS
                  For the thirteen week periods ended
                   March 27, 1994 and March 28, 1993
        (Dollar amounts in thousands except per share figures)
                                                     March 27,    March 28,
                                                       1994         1993
                                                   -----------   -----------
<S>                                                <C>            <C>
Net sales and revenues:                                  
  Weyerhaeuser                                     $2,125,332     $2,000,532
  Real estate and financial services                  260,432        340,484
                                                   ----------     ----------  
                                                    2,385,764      2,341,016
                                                   ----------     ----------
Costs and expenses:                                      
     Costs of products sold                         1,551,520      1,453,637
     Depreciation, amortization and fee stumpage      115,949        111,416
     Selling, general and administrative expenses     146,760        152,941
     Research and development expenses                 11,428          9,170
     Taxes other than payroll and income taxes         39,004         34,182
                                                   ----------     ----------
                                                    1,864,661      1,761,346
                                                   ----------     ----------
  Real estate and financial services:                   
     Costs and operating expenses                     185,938        218,840
     Depreciation and amortization                      7,594         15,936
     Selling, general and administrative expenses      44,223         61,624
     Taxes other than payroll and income taxes          2,208          2,801
                                                   ----------     ----------
                                                      239,963        299,201
                                                   ----------     ----------
                                                    2,104,624      2,060,547
                                                   ----------     ----------
Operating income                                      281,140        280,469
Interest expense and other:                              
     Interest expense incurred                         57,386         51,426
     Less interest capitalized                          8,018          3,231
     Other income (expense), net                      (14,615)        58,764
  Real estate and financial services:                    
     Interest expense incurred                         38,552         46,401
     Less interest capitalized                         20,230         19,019
     Other income (expense), net                        5,226            923
                                                   ----------     ----------
Earnings before income taxes and extraordinary item   204,061        264,579
Income taxes before extraordinary item (Note 2)        77,500         87,168
                                                   ----------     ----------
Earnings before extraordinary item                    126,561        177,411
Extraordinary item, net of applicable taxes
  of $33,732 (Note 9)                                       -         52,052
                                                   ----------     ---------- 
Net earnings                                        $ 126,561      $ 229,463
                                                   ==========     ==========
Per common share (Note 1):                               
     Earnings before extraordinary item             $     .62      $     .87
     Extraordinary item                                     _            .25
                                                    ---------     -----------
     Net earnings                                   $     .62      $    1.12
                                                    =========     ==========
     Dividends paid                                 $     .30      $     .30
                                                    =========     ==========

See Accompanying Notes to Financial Statements
Weyerhaeuser Company
- - -6-

                      CONSOLIDATED BALANCE SHEET
                 March 27, 1994 and December 26, 1993
                     (Dollar amounts in thousands)

                                               March 27,           Dec. 26,
                                                 1994                1993
                                             ------------      -------------
<S>                                          <C>               <C>
- - ------                                                       
  Current assets:                                      
     Cash and short-term investments,                  
       including restricted deposits          $   36,136         $  73,257
     Receivables, less allowances                820,419           782,507
     Inventories (Note 3)                        846,507           762,471
     Prepaid expenses                            294,505           280,511
                                             -----------       -----------
       Total current assets                    1,997,567         1,898,746
  Property and equipment (Note 4)              5,585,182         5,606,072
  Construction in progress                       831,316           666,177
  Timber and timberlands at cost, less fee             
    stumpage charged to disposals                606,842           604,773
  Other assets and deferred charges              189,927           191,946
                                             -----------       -----------
     Total assets                              9,210,834         8,967,714
                                             -----------       -----------                                                       
Real estate and financial services                     
  Cash and short-term investments,                     
    including restricted deposits                 70,484            86,598
  Receivables, less discounts and allowances     128,615           135,347
  Mortgage and construction notes and                  
    mortgage loans receivable                    771,022           830,569
  Investments                                     57,836            60,355
  Mortgage-backed certificates and                     
    restricted deposits                          296,621           349,757
  Real estate in process of development,               
    less reserves                                754,061           738,597
  Land being processed for development,                
    less reserves                                716,932           699,611
  Deferred acquisition costs                      40,119            39,751
  Other assets                                   709,448           730,154
                                             -----------       ----------- 
     Total assets                              3,545,138         3,670,739
                                             -----------       -----------                                                        

                                             $12,755,972       $12,638,453
                                             ===========       ===========

See Accompanying Notes to Financial Statements
Weyerhaeuser Company
- - -7-


                                                     March 27,     Dec. 26,
                                                       1994          1993
                                                    -----------   -----------
<S>                                                 <C>           <C>
Liabilities and shareholders' interest                 
- - --------------------------------------
  Current liabilities:                                 
     Notes payable                                   $    2,157   $     4,624
     Current maturities of senior long-term debt         14,052        14,522
     Accounts payable                                   507,320       492,040
     Accrued liabilities (Note 5)                       636,743       565,002
                                                    -----------   ----------- 
       Total current liabilities                      1,160,272     1,076,188
  Senior long-term debt (Note 6)                      3,072,306     2,997,890
  Deferred income taxes                                 935,288       904,332
  Deferred pension and other liabilities                559,229       535,162
  Minority interest in subsidiaries                     108,569       109,314
  Commitments (Note 8)                                        _             _
                                                    -----------   ----------- 
     Total liabilities                                5,835,664     5,622,886
                                                    -----------   -----------
Real estate and financial services                     
  Notes and commercial paper                            143,871       289,038
  Collateralized mortgage obligation bonds              258,928       307,416
  Long-term debt (Note 6)                             2,116,015     1,997,146
  Other liabilities                                     384,303       455,871
                                                    -----------   -----------
     Total liabilities                                2,903,117     3,049,471
                                                    -----------   -----------
Shareholders' interest (Note 7)                        
  Common shares:  authorized 400,000,000 shares,       
     issued 206,072,890  shares, $1.25 par value        257,591       257,591
  Other capital                                         415,754       411,096
  Cumulative translation adjustment                    (101,597)      (73,363)
  Retained earnings                                   3,456,126     3,391,217
  Treasury common shares, at cost:                          
     509,171 and 983,952                                (10,683)      (20,445)
                                                    -----------   ----------- 
     Total shareholders' interest                     4,017,191     3,966,096
                                                    -----------   -----------
                                                    $12,755,972   $12,638,453
                                                    ===========   ===========


Weyerhaeuser Company
- - -8-

                    For thirteen-week periods ended
                   March 27, 1994 and March 28, 1993
                     (Dollar amounts in thousands)
                                                         March 27,    March 28,
                                                            1994        1993
                                                        ----------  ----------
<S>                                                     <C>         <C>
Cash flows provided by operations:                       
  Net earnings                                           $ 126,561   $ 229,463
  Non-cash charges to income:                            
     Depreciation, amortization and fee stumpage           123,543     127,352
     Deferred income taxes, net                             30,200      20,433
     Contributions to employee investment plans                  _       2,462
     Extraordinary item, including current tax benefit           _     (90,419)
     Deferred  income  taxes on  extraordinary item              _      38,367
  Changes in working capital:                            
     Receivables                                           (29,538)   (103,612)
     Inventories, prepaid expenses, real estate         
       and land                                           (129,998)   (180,241)
     Mortgages held for sale                                46,534     159,620
     Other liabilities                                       1,922     157,531
  (Gain) loss on disposition of assets                      (2,050)     (2,498)
  Gain on sale of a business                                     _     (70,199)
  Other                                                     21,649       7,013
                                                         ---------   --------- 
Net cash provided by operations                            188,823     295,272
                                                         ---------   ---------
Cash flows from investing in the business:               
  Property and equipment                                  (260,715)   (164,865)
  Timber and timberlands                                    (7,387)     (6,776)
  Mortgage and investment securities acquired               (2,412)   (766,852)
  Proceeds from sale of:                                
     Property and equipment                                 22,228       5,311
     Business                                                    _     204,100
     Mortgage and investment securities                     51,759     341,800
  Other                                                     (2,476)    (37,168)
                                                         ---------   ---------  
Net cash flows from investing in the business             (199,003)   (424,450)
                                                         ---------   ---------
Cash flows from financing activities:                    
  Sale of debentures, notes                              
    and CMO bonds                                          122,130     428,976
  Sale of industrial revenue bonds                          50,000           _
  Notes and commercial paper borrowings, net                59,730    (164,580)
  Proceeds from issuance of investment contracts                 _      60,943
  Cash dividends on common shares                          (61,652)    (61,346)
  Payments on debentures, notes, bank credit                 
    agreements, income debenture, capital leases,            
    industrial revenue bonds and CMO bonds                (235,198)   (436,364)
  Exercise of stock options                                 14,278      12,481
  Other                                                      7,657       6,472
                                                         ---------   --------- 
Net cash flows from financing activities                   (43,055)   (153,418)
                                                         ---------   ---------
Net increase (decrease) in cash and short-term investments (53,235)   (282,596)
Cash and short-term investments at beginning of year       159,855     524,325
                                                         ---------   ---------
Cash and short-term investments at end of period         $ 106,620   $ 241,729
                                                         =========   =========
Cash paid (received) during the year for:                     
  Interest, net of amount capitalized                    $  95,830   $ 125,254
                                                         =========   =========
  Income taxes                                           $  24,758   $  12,134
                                                         =========   =========
See Accompanying Notes to Financial Statements

Weyerhaeuser Company
- - -9-

                                        Real Estate and
         Weyerhaeuser                  Financial Services
  -------------------------        -------------------------
   March 27,      March 28,         March 27,      March 28,
     1994           1993              1994           1993
  ---------       ---------        ---------      ---------
  <C>             <C>              <C>            <C>

  $ 121,202       $ 220,720        $   5,359      $   8,743
    115,949         111,416            7,594         15,936
     30,956          22,538             (756)        (2,105)
          _           2,462                _              _
          _         (90,419)               _              _
          -          38,367                -              -
    (37,907)       (104,357)           8,369            745
    (98,016)       (149,098)         (31,982)       (31,143)
          -               -           46,534        159,620
     74,190          66,534          (72,268)        90,997
      1,466          (2,452)          (3,516)           (46)
          _         (70,199)               _              _
      1,666          (5,088)          19,983         12,101
  ---------       ---------        ---------      ---------  
    209,506          40,424          (20,683)       254,848
  ---------       ---------        ---------      ---------
   (258,422)       (153,857)          (2,293)       (11,008)
     (7,387)         (6,776)               _              _
          -               -           (2,412)      (766,852)
      1,868           5,143           20,360            168
          -         204,100                _              _
          -               -           51,759        341,800
    (15,124)        (70,672)          12,648         33,504
  ---------       ---------        ---------      ---------   
   (279,065)        (22,062)          80,062       (402,388)
  ---------       ---------        ---------      ---------
    115,687         255,213            6,443        173,763
     50,000               _                _              _
     31,145           9,292           28,585       (173,872)
          -               -                -         60,943
    (61,652)        (61,346)               _              _
   (124,677)       (216,683)        (110,521)      (219,681)
     14,278          12,481                _              _
      7,657           6,472                -              -
  ---------       ---------        ---------      ---------
     32,438           5,429          (75,493)      (158,847)
  ---------       ---------        ---------      ---------    
    (37,121)         23,791          (16,114)      (306,387)
     73,257          40,985           86,598        483,340
  ---------       ---------        ---------      ---------
  $  36,136       $  64,776        $  70,484      $ 176,953
  =========       =========        =========      =========
  $  76,293       $  94,485        $  19,537      $  30,769
  =========       =========        =========      =========
  $ (43,397)      $  10,808        $  68,155      $   1,326
  =========       =========        =========      =========

Weyerhaeuser Company
- - -10-

 For the thirteen-week periods ended March 27, 1994 and March 28, 1993
        (Dollar amounts in thousands except per share figures)

Note 1: Summary of Significant Accounting and Reporting Policies


The   consolidated  financial  statements  include  the  accounts   of
Weyerhaeuser  Company  and  all  of its  majority-owned  domestic  and
foreign  subsidiaries.   Significant  intercompany  transactions   and
accounts are eliminated.

Certain  of  the  consolidated  financial  statements  and  notes   to
financial statements are presented in two groupings:  (1) Weyerhaeuser
Company  (Weyerhaeuser, or the company), which is principally  engaged
in   the  growing  and  harvesting  of  timber  and  the  manufacture,
distribution  and  sale of forest products, and (2)  Real  estate  and
financial  services, which includes Weyerhaeuser Real  Estate  Company
(WRECO),   which   is   involved  in  real  estate   development   and
construction, and Weyerhaeuser Financial Services, Inc.  (WFS),  whose
principal  subsidiaries are Weyerhaeuser Mortgage  Company  (WMC)  and
Mortgage  Securities Corporations.  GNA Corporation, a  subsidiary  of
WFS, was sold in April 1993.

Net Earnings Per Common Share

Net earnings per common share are based on the weighted average number
of  common shares outstanding during the respective periods.   Average
common  equivalent shares (stock options) outstanding  have  not  been
included, as the computation would not be dilutive.  Weighted  average
common   shares  outstanding  were  205,429,534  and  204,554,142   at
March 27, 1994 and March 28, 1993, respectively.

Fully  diluted  earnings-per-share amounts are not applicable  because
the effect of the conversion of the stock options is not dilutive.

Accounting Changes

In  November  1992,  the Financial Accounting Standards  Board  issued
Statement  of  Financial  Accounting  Standards  No.  112,  Employers'
Accounting  for  Postemployment Benefits (SFAS  112),  which  requires
accrual accounting be used for the cost of benefits provided to former
or  inactive employees who have not yet retired.  In the first quarter
of 1994, the company adopted SFAS 112 by recording a cumulative catch-
up  to  earnings.  The adoption of this pronouncement did not  have  a
significant  impact  on the company's results  of  operations  or  its
financial position.


Inventories are stated at the lower of cost or market.  Cost  includes
labor,  materials  and  production overhead.  The  last-in,  first-out
(LIFO)  method is used to cost the majority of domestic raw materials,
in process and finished goods inventories; either the first-in, first-
out  (FIFO)  or  average  cost  method  is  used  to  cost  all  other

Property and Equipment

The  company's property accounts are maintained on an individual asset
basis.   Betterments and replacements of major units are  capitalized.
Maintenance,   repairs   and   minor   replacements   are    expensed.
Depreciation  is provided generally on the straight-line  or  unit-of-
production  methods  at  rates  based  on  estimated  service   lives.
Amortization of logging rail and truck roads is provided generally  as
timber  is harvested and is based upon rates determined with reference
to the volume of timber estimated to be removed over such facilities.

The  cost  and  related depreciation of property sold  or  retired  is
removed from the property and allowance for depreciation accounts  and
gain or loss is recorded.

Weyerhaeuser Company
- - -11-
Timber and Timberlands

Timber  and timberlands are carried at cost less fee stumpage  charged
to  disposals.   Fee stumpage is the cost of standing  timber  and  is
charged  to fee timber disposals as fee timber is harvested,  lost  as
the  result  of casualty or sold.  Stumpage rates are determined  with
reference  to  the  cost of timber and the related  volume  of  timber
estimated  to be recoverable.  Timber carrying costs are  expensed  as

Income Taxes

Under  SFAS  No.  109, Accounting for Income Taxes,
deferred income taxes are provided  to  reflect
temporary  differences between the financial and tax bases  of  assets
and liabilities using presently enacted tax rates and laws.

Pension Plans

The  company  has pension plans covering most of its  employees.   The
U.S.  plan covering salaried employees provides pension benefits based
on  the employee's highest monthly earnings for five consecutive years
during  the final ten years before retirement.  Plans covering  hourly
employees  generally provide benefits of stated amounts for each  year
of  service.   Contributions  to  U.S.  plans  are  based  on  funding
standards  established by the Employee Retirement Income Security  Act
of 1974 (ERISA).

Postretirement Benefits Other Than Pensions

In  addition  to  providing  pension benefits,  the  company  provides
certain  health  care  and life insurance benefits  for  some  retired
employees  and accrues the expected future cost of these benefits  for
its  current  eligible  retirees  and  some  employees.   All  of  the
company's  salaried  employees and some hourly  employees  may  become
eligible for these benefits when they retire.

Cash and Short-Term Investments

For  purposes  of  cash  flow  and fair  value  reporting,  short-term
investments with original maturities of 90 days or less are considered
as cash equivalents.  Short-term investments are stated at cost, which
approximates market.

Foreign Exchange Contracts

The  company  enters into foreign exchange contracts as  a  hedge  for
foreign  accounts  receivable.  Market  value  gains  and  losses  are
recognized and offset against foreign exchange gains or losses on  the
foreign receivables.


Certain reclassifications have been made to conform prior years'  data
to the current format.


WRECO  recognizes income from the sales of single family housing units
when  construction has been completed, required down payments received
and title has passed to the customer.  Income from the sales of multi-
family, commercial properties, developed lots and undeveloped land  is
recognized  when required down payments are received and other  income
recognition criteria are satisfied.

Real  estate  is stated at the lower of cost or net realizable  value.
The  determination of net realizable value is based on  WRECO's  plans
for  its  property and its financial ability to carry out such  plans.
Changes in future market demand, interest rates and company plans  may
affect  net realizable value.  Land, land development and construction
costs,  including  capitalized carrying  costs,  are  accumulated  and
allocated to individual units in proportion to relative sales value.

Weyerhaeuser Company
- - -12-
Weyerhaeuser Financial Services

Weyerhaeuser  Mortgage  Company  and its  subsidiaries  are  primarily
engaged  in  the  mortgage banking industry and also  offer  insurance

  - Mortgage  notes  held for sale are stated at  the lower of cost or
    market,  which  is  computed by the aggregate  method  (unrealized
    losses are offset by unrealized gains).  Hedging transactions  are
    entered  into  to  protect the inventory value from  increases  in
    interest  rates.   Hedge positions are also used  to  protect  the
    pipeline  of  loan  applications  in  process  from  increases  in
    interest  rates.   Hedging gains and losses  realized  during  the
    commitment  and warehousing period are deferred to the  extent  of
    unrealized gains on the related mortgage loans held for sale.

  - The costs associated with purchasing mortgage servicing rights are
    deferred.  Excess service fees result from loan sales in which WMC
    retains  the  loan servicing rights and are based on  the  present
    value  of  future servicing revenue less a normal  servicing  fee,
    based upon the estimated remaining life of the loans sold.

The  Mortgage  Securities Corporations were  formed  for  the  limited
purpose  of  issuing  collateralized mortgage  obligation  bonds  (CMO
bonds) secured by Government National Mortgage Association and Federal
National  Mortgage Association certificates.  The CMO  bonds  are  the
sole  obligation  of  the  issuer, and neither  the  company  nor  any
affiliated  company  has  guaranteed or is  otherwise  obligated  with
respect to the CMO bonds.

  - The mortgage-backed certificates are carried at par value adjusted
    for  any  unamortized  discount or premium.   These  discounts  or
    premiums  are  amortized  using  a method  that  approximates  the
    effective  interest  method  over  the  estimated  life   of   the
    underlying mortgage loans.

  - CMO bonds are carried at unamortized cost.  Discounts and premiums
    are  amortized  using  a  method that approximates  the  effective
    interest method over their estimated life.

In  April 1993, WFS completed the sale of GNA Corporation.  As a  part
of  that transaction, Weyerhaeuser assumed $225 million of outstanding
GNA  debt.   GNA  Corporation  and  its  life  insurance  subsidiaries
provided   annuities,  insurance  and  securities   marketed   through
financial institutions.  During its operation:

  - Payments received on investment and limited payment contracts were
    recorded directly as deposits.
  - Investment income was recorded when earned.
  - Investments in bonds were stated at amortized cost; mortgage loans
    and other investments were carried at cost.
  - The  liability for future annuity and contract reserves on  single
    premium  deferred annuities and single premium whole life policies
    was  the contract holder's account value.  The reserve for  single
    premium  immediate annuity benefits was the present value of  such

Weyerhaeuser Company
- - -13-

Note 2: Income Taxes

Provisions for income taxes include the following:
                                                  Thirteen Weeks Ended
                                                 March 27,    March 28,
                                                   1994         1993
                                                ---------    ----------
<S>                                             <C>          <C>
  Current                                       $  31,200    $  52,961
  Deferred                                         25,500       40,100
                                                ---------    ---------
                                                   56,700       93,061
                                                ---------    ---------
  Current                                           5,900        8,474
  Deferred                                          1,600        4,000
                                                ---------    ---------
                                                    7,500       12,474
                                                ---------    ---------
  Current                                          10,200        5,300
  Deferred                                          3,100      (23,667)
                                                ---------    ---------
                                                   13,300      (18,367)
                                                ---------    ---------
Income taxes before apportionment to                     
  extraordinary item                               77,500       87,168
                                                ---------    ---------
Income taxes apportionable to                            
  extraordinary item:                                    
  Current                                               -       (4,635)
  Deferred                                              _       38,367
                                                ---------    ---------
                                                        _       33,732
                                                ---------    ---------
                                                $  77,500    $ 120,900
                                                =========    ========= 

Income  tax  provisions for interim periods are  based on the  current
best estimate of the effective tax rate expected to be applicable  for
the  full   year.   The  effective tax rate reflects  anticipated  tax
credits, foreign taxes and other tax planning alternatives.

For  the  period  ended  March 27, 1994, the company's  provision  for
income  taxes as a percent of earnings before income taxes is  greater
than  the 35% federal statutory rate due principally to the effect  of
state  income  taxes.  The effective tax rates for the  thirteen  week
periods  ended  March 27, 1994 and March 28, 1993 are 38%  and  34.5%,

Under  the SFAS 109 liability method, deferred taxes are provided  for
the  temporary  differences between the financial  and  tax  bases  of
assets and liabilities, applying presently enacted tax rates and laws.
The  major  sources of these temporary differences include depreciable
and  depletable  assets,  real  estate,  restructuring  reserves,  and
pension and retiree health care liabilities.

Weyerhaeuser Company
- - -14-

Note 3: Inventories
Inventories consist of the following:

                                               March 27,    Dec. 26,
                                                 1994        1993
                                              ----------   ---------                                                       
<S>                                           <C>          <C>
Logs and chips                                $ 127,570    $ 103,195
Lumber, plywood and panels                      144,859       92,488
Pulp, newsprint and paper                       135,075      124,131
Containerboard, paperboard and containers        71,829       70,915
Other products                                  117,165      121,949
Materials and supplies                          250,009      249,793
                                              ---------    ---------
                                              $ 846,507    $ 762,471
                                              =========    =========
Note 4: Property and Equipment

                                               March 27,    Dec. 26,
                                                 1994        1993
                                            -----------  ----------- 
<S>                                         <C>          <C>
Property and equipment, at cost:                       
  Land                                      $   157,348  $   157,611
  Buildings and improvements                  1,426,266    1,416,740
  Machinery and equipment                     7,854,366    7,839,070
  Rail and truck roads and other                618,449      620,136
                                            -----------  -----------
                                             10,056,429   10,033,557
Less allowance for depreciation                        
  and amortization                            4,471,247    4,427,485
                                            -----------  -----------
                                            $ 5,585,182  $ 5,606,072
                                            ===========  ===========
Note 5: Accrued Liabilities
Accrued liabilities are as follows:
                                                 March 27,     Dec. 26,
                                                   1994          1993
                                               ----------   -----------
<S>                                            <C>          <C>
Payroll - wages and salaries, incentive awards,                                
  retirement, vacation pay and severance pay   $  226,511   $   239,434
Taxes - social security and real                       
  and personal property                            67,221        58,952
Interest                                           40,041        66,967       
Income taxes                                       73,517        12,166
Other                                             229,453       187,483
                                               ----------   -----------
                                               $  636,743   $   565,002
                                               ==========   ===========
Note 6: Long-Term Debt

The company's lines of credit include:

(a) A  four-year  competitive  advance and revolving  credit  facility
    agreement  entered  into  in 1990 with  a  group  of  banks  which
    provides  for borrowings of up to the total amount of  $1,650,000,
    all of which can be availed of by the company and $1,000,000 which
    can  be availed of by WMC.  Borrowings are at LIBOR or other  such
    interest  rates  as mutually agreed to between  the  borrower  and
    lending  banks.  This credit facility agreement has been  extended
    through November 1995.
Weyerhaeuser Company
- - -15-

(b) A one-year evergreen credit commitment entered into in 1990 with a
    group of banks which provides for borrowings of up to the amounts,
    and by the entities, as follows:
                                            March 27,    Dec. 26,
                                               1994        1993
                                           ---------    --------- 
<S>                                        <C>          <C>
 The company and:                                        
     WMC and WRECO                         $ 215,000    $ 215,000
     WMC                                      70,000       70,000
     WRECO                                    20,000       20,000
 WMC (only)                                   35,000       35,000
   At   March  27,  1994  and  December  26,  1993,  WMC  had  $35,000
   outstanding against this commitment.
WMC  has a revolving credit agreement with a bank to provide for:  (1)
borrowings up to $35,000 for three years at prime rate, LIBOR or  such
other  rate  as  may  be  agreed upon by WMC  and  the  banks,  (2)  a
commitment fee based on the unused credit, and (3) conversion  of  the
notes  as  of July 1, 1995, to a five-year term loan payable in  equal
quarterly  installments.  At March 27, 1994, and  December  26,  1993,
$30,000 was outstanding under the revolving credit agreement.

During  1992,  WFS entered into a three-year term loan facility  which
provides  for (1) borrowings of up to $295,000 at March 27,  1994  and
December 26, 1993, respectively, at LIBOR or such other rates  as  may
be agreed upon by WFS and the banks; and (2) a commitment fee based on
the unused credit.  $295,000 was outstanding against this facility  at
March 27, 1994 and December 26, 1993.

To  the extent that these credit commitments expire more than one year
after  the  balance  sheet date and are unused,  an  equal  amount  of
commercial  paper  is  classifiable as  long-term  debt.   Amounts  so
classified are:

                                              March 27,    Dec. 26,
                                                 1994        1993
                                              ---------    ---------           
<S>                                           <C>          <C>
Weyerhaeuser                                  $ 524,872    $ 378,727
Real estate and financial services              790,658      616,906

No  portion of these lines has been availed of by the company,  WRECO,
WFS, or WMC at March 27, 1994 or December 26, 1993, except as noted.

In 1993, WFS completed the sale of GNA Corporation.  As a part of this
transaction, the company assumed $225,000 of outstanding GNA debt.

Total  interest  costs  incurred by WRECO  are  capitalized  and  will
ultimately be accounted for as an element of operating costs.

The company's compensating balance agreements were not significant.

Note 7: Shareholders' Interest

Common  shares  reserved for stock option plans and for conversion  of
issued  and  outstanding  convertible  subordinated  debentures   were
5,716,000  shares at March 27, 1994 and 5,178,000 shares  at  December
26, 1993.

Note 8: Commitments

The  company's  capital expenditures have averaged about  $823,000  in
recent years but are expected to be approximately $1,100,000 in  1994;
however, the 1994 expenditure level could be increased or decreased as
a consequence of future economic conditions.

Note 9:   Extraordinary Item

During  the  1993 first quarter, the company realized a  net  gain  of
$52,052  ($85,784 less related tax effect of $33,732) as a  result  of
extinguishing certain debt obligations.
Weyerhaeuser Company
- - -16-

           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations

Net sales and revenues and earnings before interest expense, income
taxes and extraordinary item by segment are:


                                                      Thirteen Weeks Ended
                                                      March 27,     March 28,
                                                        1994          1993
                                                   -----------    -----------   
<S>                                                <C>            <C>
Net sales and revenues:                                  
  Timberlands and wood products                    $ 1,181,714    $ 1,010,705
  Pulp and paper products                              902,913        887,394
  Real estate                                          200,487        151,267
  Financial services                                    59,945        189,217
  Corporate and other                                   40,705        102,433
                                                   -----------    -----------
                                                   $ 2,385,764    $ 2,341,016
                                                   ===========    ===========  
Earnings before interest expense,                        
  income taxes and extraordinary item:
  Timberlands and wood products                    $   282,933    $   225,744
  Pulp and paper products                                5,239         34,965
  Real estate                                            1,020          1,062
  Financial services(1)                                  6,353         13,762
  Corporate and other                                  (42,116)        37,241
                                                   -----------    -----------
                                                   $   253,429    $   312,774
                                                   ===========    ===========

  (1)Includes interest expense of $18,322 and $27,382 related  to  the
     financial services  businesses.
Net sales were $2.4 billion in the first quarter of 1994, up 2 percent
from  the $2.3 billion for the comparable quarter of a year ago.   Net
earnings were $126.6 million or 62 cents per common share, compared to
$229.5 million or $1.12 per common share in the first quarter of 1993.
Included  in the results for the first quarter of 1993 were  after-tax
gains of $44 million, or 22 cents per common share, on the sale of the
company's  infant diaper business and $52 million,  or  25  cents  per
common  share,  on the extinguishment of debt.  The  latter  item  was
reported  as  an  extraordinary  gain on  the  company's  consolidated
statement of earnings.

Pre-tax earnings of $204 million in the first quarter of 1994 were  up
5  percent  from  the $194 million reported in the year  ago  quarter;
however,  on a per-share basis, earnings before special items declined
from  65 cents in the 1993 first quarter to 62 cents in the 1994 first
quarter primarily reflecting an increased federal income tax rate.

Operating earnings for the timberlands and wood products segment  were
$283  million  for  the  current  quarter,  up  25  percent  from  the
$226  million in the 1993 first quarter.  The wood products businesses
benefited from good prices in the first quarter, especially in  lumber
and oriented strand board.  The export log business returned to normal
levels of activity.

The  pulp  and paper segment's operating earnings were $5 million  for
the  first  quarter  of 1994 compared with $35  million  in  the  same
quarter  of 1993.  Prices in most product lines remained below  levels
of  a  year  ago.  As a result of recent price improvements in  market
pulp  and  containerboard  packaging,  this  segment  showed  improved
operating  performance compared with a loss in the fourth  quarter  of

The  company's  real  estate and financial  services  segments  earned
$7  million in the quarter compared with $15 million in the  year  ago
quarter.   In  1993,  the  financial services segment  included  first
quarter  profits  from GNA Corporation, its wholly  owned  subsidiary,
which was sold in April 1993.

The  increase in the company's interest expense incurred and  interest
capitalized  is  related  to  the major  mill  modernization  projects
underway  at  the  Plymouth, North Carolina and  Longview,  Washington

Weyerhaeuser Company
- - -17-

Other  income is an aggregation of both recurring and occasional  non-
operating  income and expense items and, as a result, fluctuates  from
period  to  period.   No  individual  income  or  (expense)  item   is
significant  in relation to net earnings other than the $70.2  million
gain  on the disposal of the company's investment in the infant diaper
business in the first quarter of 1993.

Working  capital for Weyerhaeuser increased $15 million from year  end
1993, primarily in receivables and inventory and offset, partially, by
a  decrease  in cash and short-term investments and by an increase  in
accounts payable and accrued liabilities.

During the first quarter of 1994, the company paid $62 million in cash
dividends  and  made capital expenditures of $268 million.   The  cash
needed  to  meet  these  and other company needs  was  generated  from
internal cash flow.

The  company  now anticipates total capital expenditures for  1994  to
approximate  $1.1  billion.  As a result of  advances  in  measurement
technology, minute amounts of dioxin have been detected in waste water
effluent,  sludges  and  pulp  from U.S. bleached  kraft  pulp  mills,
including  certain of the company's mills.  The company has  allocated
substantial  capital  to, and has made very significant  progress  in,
reducing  dioxin  in  the mills' sludge, pulp, effluent  and  ultimate
product.   The  company does not believe that compliance with  current
environmental  laws and regulations had a material adverse  effect  on
its  capital  expenditures, earnings or competitive  position  in  the
first quarter of 1994, nor is it expected to in the remainder of  1994
or 1995.

The  company  is committed to the maintenance of a sound, conservative
capital  structure.  This commitment is based upon two considerations:
the obligation to protect the underlying interests of its shareholders
and  lenders and the desire to have access, at all times, to all major
financial markets.

The  important elements of the policy governing the company's  capital
structure are as follows:

 - To  view separately the capital structures of Weyerhaeuser Company,
   Weyerhaeuser   Real  Estate  Company  and  Weyerhaeuser   Financial
   Services, Inc. given the very different nature of their assets  and
   business  activities.   The amount of debt  and  equity  associated
   with  the capital structure of each will reflect the basic earnings
   capacity,  real value and unique liquidity characteristics  of  the
   assets dedicated to that business.

 - The  combination of maturing short-term debt and the  structure  of
   long-term  debt  will be managed judiciously to minimize  liquidity

For  the thirteen weeks ended March 27, 1994, earnings before interest
expense and income taxes plus non-cash charges for the timberlands and
wood   products  and  the  pulp  and  paper  products  segments   were
$327  million  and  $74  million, respectively.  Capital  expenditures
during  this period were $45 million by timberlands and wood products,
$215  million  by  pulp and paper products and  $8  million  by  other
Weyerhaeuser Company
- - -18-
Part II.  Other Information

Item 1. Legal Proceedings

Trial  began in May 1992 in a federal income tax refund case that  the
company  filed  in July 1989 in the United States Claims  Court.   The
complaint  seeks  a refund of federal income taxes  that  the  company
contends  it  overpaid in 1977 through 1983.  The alleged overpayments
are  the result of the disallowance of certain timber casualty  losses
and  certain  deductions claimed by the company  arising  from  export
transactions.   The refund sought was approximately $29 million,  plus
statutory  interest from the dates of the alleged  overpayments.   The
company has reached an agreement with the United States Department  of
Justice  to  settle  the  portion  of  the  case  relating  to  export
transactions.   That  settlement  has  been  approved  by  the   Joint
Committee  on Taxation of the U.S. Congress.  The tax refund remaining
in  dispute  is approximately $9 million plus statutory interest  from
the  dates  of the alleged overpayments.  The court has not entered  a
decision on the remaining issue.

On  March 6, 1992, the company filed a complaint in the Superior Court
for  King  County, Washington against a number of insurance companies.
The   complaint  seeks  a  declaratory  judgment  that  the  insurance
companies  named  as  defendants are obligated  under  the  terms  and
conditions  of the policies sold by them to the company to defend  the
company  and to pay, on the company's behalf, certain claims  asserted
against  the  company.   The  claims relate to  alleged  environmental
damage  to third-party sites and to some of the company's own property
to  which allegedly toxic material was delivered or on which allegedly
toxic  material  was  placed in the past.  Since  December  1992,  the
company  has  agreed to settlements with seven of the defendants.   In
July 1993, the trial court dismissed fourteen of the thirty-five sites
named  in the complaint.  Appeal of those dismissals was heard by  the
Washington  State Supreme Court on February 22, 1994.   Trial  on  two
sites is scheduled for October 1994.

In April 1991, the United States Environmental Protection Agency (EPA)
issued  an  amended  complaint adding the  company  as  an  additional
defendant  in an administrative proceeding under the Toxic  Substances
Control  Act (TSCA).  The proceeding seeks penalties of $171  thousand
from  all  defendants  with respect to alleged  improper  storage  and
record  keeping  between 1980 and 1989 for certain transformers  which
contained  polychlorinated  biphenyls.  The  transformers,  which  the
company  sold in 1980, were located at the company's former  hardboard
siding  mill in Doswell, Virginia.  EPA withdrew its compliant against
the company with prejudice on March 29, 1994.

In   April   1992,  the  Georgia  Department  of  Natural   Resources,
Environmental Protection Division issued a Notice of Violation to  the
company's  Adel,  Georgia  particleboard plant  citing  violations  of
particulate emission standards.  A consent order was entered  into  on
September  18, 1992 assessing a $35 thousand penalty and a  stipulated
penalty  of  100  dollars  per  day until  the  facility  is  in  full
compliance with particulate emission requirements.  The Consent  Order
sets  a  compliance deadline of January 31, 1994.  The  Consent  Order
also  requires  that the company demonstrate that the facility  is  in
compliance  with  regulations  under  the  Prevention  of  Significant
Deterioration (PSD) regulations under the Clean Air Act.  The  company
has  submitted compliance data and is awaiting the State's concurrence
that it satisfies the consent order requirements.

The  company  has  undertaken  a  review  of  all  its  wood  products
facilities  for compliance with the PSD regulations and has  disclosed
PSD  compliance  issues to certain state agencies and  the  EPA.   The
company  and  the  State  of Mississippi Department  of  Environmental
Quality  (DEQ)  have entered into a consent agreement  concerning  PSD
regulations  at  two  company  facilities  in  Mississippi   involving
penalties  of  $170  thousand.  The State  of  Alabama  has  issued  a
compliance   order   with  penalties  totaling   $100   thousand   for
noncompliance with PSD regulations at the company's Millport facility.
The  company and North Carolina's Division of Environmental Management
have  entered  into a consent agreement for its Elkin, North  Carolina
facility  involving  penalties  of $140  thousand  and  are  currently
negotiating  a  separate  consent agreement  for  its  Moncure,  North
Carolina  facility involving penalties of $140 thousand.  The  company
has  signed  a consent agreement including penalties of $140  thousand
relating to PSD issues at the company's Wright City, Oklahoma facility
with  the State of Oklahoma Department of Environmental Quality.   The
company  is negotiating a consent agreement with the State of Arkansas
concerning  PSD  related  issues for  two  facilities  in  that  state
involving  $375  thousand  in  total penalties  for  both  facilities.
Region  V  of  the  EPA  has issued a Notice of Violation  for  permit
violations at the company's Grayling, Michigan facility.  The  company
is negotiating settlement of those alleged permit violations and other
PSD  related issues with the Michigan Department of Natural  Resources
and  the  EPA  that may involve penalties of up to $416 thousand.   In
September  1992, the EPA issued a Section 114 Request for  Information
concerning PSD compliance at the company's oriented strand  board  and
medium  density  fiberboard mills.  In June 1993,  the  EPA  issued  a
similar   Section   114   request  for  the  company's   plywood   and
particleboard mills.  The company is also undertaking a review of  its
pulp  and  paper facilities for PSD compliance.  The company  recently
learned  that  the EPA may initiate a national PSD enforcement  action
against the company and other forest product companies.

Weyerhaeuser Company
- - -19-
Part II.

Item 1. Legal Proceedings - continued

On  April  9, 1993, the company entered into a Stipulated Final  Order
(SFO)  with the Oregon Department of Environmental Quality for alleged
air  emissions in excess of permit levels and PSD noncompliance at the
company's  North  Bend,  Oregon  containerboard  facility.   The   SFO
establishes  a compliance schedule for installing control  technology.
A  supplemental  SFO assessed upfront penalties of $247  thousand  and
penalties  of  500  dollars per day until compliance is  demonstrated.
The  SFO  requires  demonstrated compliance by  December  1993  and  a
historical  evaluation of the facility's PSD status.  The company  has
submitted  a  plant site PSD review to the state and is  awaiting  its

In  August  1992, the EPA issued an administrative complaint  for  the
assessment  of $215 thousand in civil penalties against the  company's
Longview,  Washington facility.  The penalties are based upon  alleged
violations  of  the  record  keeping and  storage  provisions  of  the
polychlorinated  biphenyls rules contained in the TSCA.   The  company
and   the  EPA  settled  the  compliant  for  a  maximum  penalty   of
$118  thousand, 50% of which was paid when the settlement was  signed.
Payment of the remaining 50% was deferred and will be eliminated based
on  the  expenditure  of more than $118 thousand  by  the  company  to
dispose of PCB contaminated transformers at Longview during 1993.

On  November 2, 1992, an action was filed against the company  in  the
Circuit  Court  for  the  First Judicial  District  of  Hinds  County,
Mississippi on behalf of a purported class of riparian property owners
in  Mississippi  and  Alabama  whose properties  are  located  on  the
Tennessee  Tombigbee Waterway, Aliceville Lake, Cedar  Creek  and  the
Magoway  Creek.   The complaint seeks $1 billion in  compensatory  and
punitive  damages for diminution in property value, personal  injuries
and mental anguish allegedly resulting from the discharge of purported
hazardous  substances, including dioxins and furans, by the  company's
pulp   and  paper  mill  in  Columbus,  Mississippi  and  the  alleged
fraudulent  concealments of such discharge.  The complaint also  seeks
an injunction prohibiting future releases and the removal of hazardous
substances  allegedly released in the past.  On  August  20,  1993,  a
companion  action was filed in Green County, Alabama on  behalf  of  a
similar  purported class of riparian owners with essentially the  same
claims as the Mississippi case.  The action was removed to the Federal
District   Court   for  the  Northern  District  of   Alabama,   which
subsequently  remanded  the case to state court.   Neither  action  is
presently scheduled for trial.

Trial  began in January 1994 in the United States District  Court  for
the  District  of Alaska of claims filed against Weyerhaeuser  by  two
corporations  with  which   Weyerhaeuser had  entered  into  financing
arrangements,  a  marketing  agreement,  and  a  technical  assistance
agreement.    The   plaintiffs   claim  that   Weyerhaeuser   breached
contractual  and common law duties by allegedly failing to  adequately
market   and  ship  the  plaintiffs'  products,  misrepresenting   its
marketing  and  shipping  capabilities,  and  acting  to  further  its
interests  at  the plaintiffs' expense.  The plaintiffs in  the  First
Amended  Complaint,  filed in May 1992, seek  an  unstated  amount  of
damages  described  as  more than $50 million in compensatory  damages
plus  not  less than $75 million in punitive damages.  The  claim  for
punitive   damages  has  been  dismissed  by  the  trial  court.    In
March  1994,  a  jury returned a verdict against the company  awarding
damages of $1.2 million.

The  company  is also a party to various proceedings relating  to  the
clean   up   of   hazardous  waste  sites  under   the   Comprehensive
Environmental Response Compensation and Liability Act, commonly  known
as  "Superfund," and similar state laws.  The Environmental Protection
Agency and/or various state agencies have notified the company that it
may be a potentially responsible party with respect to other hazardous
waste  sites  as to which no proceedings have been instituted  against
the  company.  The company is also a party to other legal  proceedings
generally  incidental to its business.  Although the final outcome  of
any  legal proceeding is subject to a great many variables and  cannot
be  predicted  with  any  degree of certainty, the  company  presently
believes  that  any  ultimate  liability  resulting  from  the   legal
proceedings discussed herein, or all of them combined, would not  have
a material effect on the company's financial position.

Item 6. Exhibits and Reports on Form 8-K

(a) Not applicable.

(b) The  registrant  has  not filed a report on Form  8-K  during  the
    fiscal quarter for which this report on Form 10-Q is filed.

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