WEYERHAUSER
                    
ITEM 2. 1994 SHAREHOLDER PROPOSAL--ADOPTION OF CERES PRINCIPLES
 
       The American Baptist Home Mission Society, P.O. Box 851,
Valley Forge, Pennsylvania 19482-0851, a shareholder, has stated
its intention to present a proposal at the 1994 annual meeting.
The Women's Division of the General Board of Global Ministries of
the United Methodist Church, 475 Riverside Drive, New York, New
York 10115, Our Lady of Lourdes Medical Center, 1600 Haddon
Avenue, Camden, New Jersey 08103;

     Sisters of Mercy of the Americas, 1437 Blossom Road,
Rochester, New York 14610-2298; the Sisters of St. Francis of
Philadelphia, Our Lady of Angels Convent, Glen Riddle, Aston,
Pennsylvania 19014, have advised of their intent to co-sponsor
this proposal. In accordance with applicable rules of the
Securities and Exchange Commission, the proposal of such
shareholders (for which neither the Company nor its Board of
Directors has any responsibility) is set forth below:
 
Text of Shareholder Proposal
 
Whereas We Believe:
 
       The responsible implementation of sound environmental
policy increases long-term shareholder value by increasing
efficiency, decreasing clean-up costs, reducing litigation and
enhancing public image and product attractiveness;
 
       Adherence to public standards for environmental
performance gives a company greater public credibility than is
achieved by following standards created by industry alone. In
order to maximize public credibility and usefulness, such
standards also need to reflect what investors and other
stakeholders want to know about the environmental records of
their companies;
 
       Standardized environmental reports will provide
shareholders with useful information which allows comparisons of
performance against uniform standards and comparisons of progress
over time. Companies can also attract new capital from investors
seeking investments that are environmentally responsible,
responsive, progressive and which minimize the risk of
environmental liability.
 
And Whereas:
 
       The Coalition for Environmentally Responsible Economies
(CERES)--which comprises large institutional investors with $150
billion in stockholdings (including shareholders of this
Company), public interest representatives, and environmental
experts--consulted with dozens of corporations and produced
comprehensive public standards for both environmental performance
and reporting. Over 50 companies have endorsed the CERES
Principles--including the Sun Company, a Fortune-500     
company--to demonstrate their commitment to public environmental 
accountability.
 
       In endorsing the CERES Principles, a company commits to
work toward:
 
          1. Protection of the biosphere
 
          2. Sustainable use of natural resources
 
          3. Waste reduction and disposal
 
          4. Energy conservation
 
          5. Risk reduction
 
          6. Safe products and services
 
          7. Environmental restoration
 
          8. Informing the public
 
          9. Management commitment
 
          10. Audits and reports
 
       The full text of the CERES Principles and the accompanying
CERES Report Form are available from CERES, 711 Atlantic Avenue,
Boston, MA 02110, tel: 617/451-0927.
 
       Concerned investors are asking the Company to be publicly
accountable for its environmental impact, including collaboration
with the corporate, environmental, investor, and community
coalition to develop 

  (a) standards for environmental performance and disclosure;
  (b) appropriate goals relative to these standards;
  (c) evaluation methods and tools for measurement or progress
toward these goals; and
  (d) a format for public reporting of this progress.
 
       We believe this request is consistent with regulation
adopted by the European Community for companies' voluntary
participation in verified and publicly-reported eco-management
and auditing.
 
Resolved:
 
       Shareholders request the Company to endorse the CERES
Principles as a commitment to be publicly accountable for its
environmental impact.
 
SUPPORTING STATEMENT
 
       We invite the Company to endorse the CERES Principles by
(1) stating its endorsement in a letter signed by a senior
officer;
(2) committing to implement the Principles; and (3) annually
completing the CERES Report. Endorsing these Principles
complements rather than supplants internal corporate
environmental policies and procedures.
 

       We believe that without this public scrutiny, corporate
environmental policies and reports lack the critical component of
adherence to standards set not only by management but also by
other stakeholders.  Shareholders are asked to support this
resolution, to encourage our Company to demonstrate environmental
leadership and accountability for its environmental impact.
 
THE COMPANY'S RESPONSE TO THE SHAREHOLDER PROPOSAL--ITEM 2
 
       The Company has an Environmental Policy developed through
the years to harmonize Company operations with requirements of a
safe and pleasing environment. A copy of the Company's
Environmental Policy is appended to this proxy statement.
 
       The Board believes that the Company's statement of
environmental policy is better adapted to the businesses and
operations of the Company and more specifically addresses the
major concerns of interested constituencies.
 
       The Board recommends a vote AGAINST this proposal.


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1997 Wise Use Movement.


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