UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549


                             SCHEDULE 13G

               Under the Securities Exchange Act of 1934


                          (Amendment No. 1)*


                           Weyerhaeuser Company
                             (Name of Issuer)

                               Common Stock
                      (Title of Class of Securities)

                                962166104
                              (CUSIP Number)

                            December 31, 2008
         (Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)


*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).



















CUSIP: 962166104                                                Page 1 of 7


 1   NAMES OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
     Capital World Investors **


 2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
     INSTRUCTIONS)                                                 (a)

                                                                    (b)
 3   SEC USE ONLY


 4   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

             5   SOLE VOTING POWER

                  1,980,000


             6   SHARED VOTING POWER
 NUMBER OF
   SHARES         NONE
BENEFICIALL
 Y OWNED BY
             7   SOLE DISPOSITIVE POWER
    EACH
 REPORTING        27,762,690
   PERSON
   WITH:
             8   SHARED DISPOSITIVE POWER

                  NONE

 9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     27,762,690          Beneficial ownership disclaimed pursuant to Rule
     13d-4


 10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
     (SEE INSTRUCTIONS)


 11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     13.1%

 12  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     IA

** A division of Capital Research and Management Company (CRMC)




CUSIP: 962166104                                                Page 2 of 7





 1   NAMES OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
     The Income Fund of America, Inc.


 2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
     INSTRUCTIONS)                                                 (a)

                                                                    (b)
 3   SEC USE ONLY


 4   CITIZENSHIP OR PLACE OF ORGANIZATION

     Maryland

             5   SOLE VOTING POWER

                  10,728,000


             6   SHARED VOTING POWER
 NUMBER OF
   SHARES         NONE
BENEFICIALL
 Y OWNED BY
             7   SOLE DISPOSITIVE POWER
    EACH
 REPORTING        NONE
   PERSON
   WITH:
             8   SHARED DISPOSITIVE POWER

                  NONE

 9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     10,728,000          See Additional information in Item 4.



 10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
     (SEE INSTRUCTIONS)


 11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     5.1%

 12  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     IV






CUSIP: 962166104                                                Page 3 of 7




                  SECURITIES AND EXCHANGE COMMISSION
                         Washington, DC 20549

                             Schedule 13G
               Under the Securities Exchange Act of 1934


Amendment No. 1

Item 1(a)     Name of Issuer:
       Weyerhaeuser Company

Item 1(b)     Address of Issuer's Principal Executive Offices:
       33663 Weyerhaeuser Way South
       Federal Way WA 98003

Item 2(a)     Name of Person(s) Filing:
       Capital World Investors and The Income Fund of America, Inc.

Item 2(b)     Address of Principal Business Office or, if none,
       Residence:
       333 South Hope Street
       Los Angeles, CA  90071

Item 2(c)     Citizenship:   N/A

Item 2(d)     Title of Class of Securities:
       Common Stock

Item 2(e)     CUSIP Number:
       962166104

Item 3     If this statement is filed pursuant to sections 240.13d-1(b)
       or 240.13d-2(b) or (c), check whether the person filing is a:
       (d)     [X]     Investment company registered under section 8
            of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       (e)      [X]     An investment adviser in accordance with
            section 240.13d-1(b)(1)(ii)(E).

Item 4     Ownership

       Provide the following information regarding the aggregate
       number and percentage of the class of securities of the issuer
       identified in Item 1.


       (a)    Amount beneficially owned:
       (b)    Percent of class:
       (c)    Number of shares as to which the person has:
       (i)    Sole power to vote or to direct the vote:
       (ii)   Shared power to vote or to direct the vote:
       (iii)  Sole power to dispose or to direct the disposition of:
       (iv)   Shared power to dispose or to direct the disposition of:

       See pages 2 and 3



CUSIP: 962166104                                                Page 4 of 7





       Capital World Investors is deemed to be the beneficial owner of
       27,762,690 shares or 13.1% of the 211,289,000 shares of Common
       Stock believed to be outstanding as a result of CRMC acting as
       investment adviser to various investment companies registered
       under Section 8 of the Investment Company Act of 1940.

       The Income Fund of America, Inc., an investment company
       registered under the Investment Company Act of 1940, which is
       advised by Capital Research and Management Company ("CRMC"), is
       the beneficial owner of 10,728,000 shares or 5.1% of the
       211,289,000 shares of Common Stock believed to be outstanding.
       CRMC manages equity assets for various investment companies
       through two divisions, Capital Research Global Investors and
       Capital World Investors. These divisions generally function
       separately from each other with respect to investment research
       activities and they make investment decisions and proxy voting
       decisions for the investment companies on a separate basis.


Item 5     Ownership of Five Percent or Less of a Class.  If this
       statement is being filed to report the fact that as of the date
       hereof the reporting person has ceased to be the beneficial
       owner of more than five percent of the class of securities,
       check the following: [ ]

Item 6     Ownership of More than Five Percent on Behalf of Another
       Person: One or more clients of Capital World Investors have the
       right to receive or the power to direct the receipt of
       dividends from, or the proceeds from the sale of, the Common
       Stock of Weyerhaeuser Company.  Capital World Investors holds
       more than five percent of the outstanding Common Stock of
       Weyerhaeuser Company as of December 31, 2008 on behalf of each
       of the following client(s):

     The Income Fund of America, Inc.

Item 7     Identification and Classification of the Subsidiary Which
       Acquired the Security Being Reported on By the Parent Holding
       Company or Control Person. : N/A

Item 8     Identification and Classification of Members of the Group:
       N/A

Item 9     Notice of Dissolution of Group:  N/A

Item 10     Certification

       By signing below, I certify that, to the best of my knowledge
       and belief, the securities referred to above were acquired and
       are held in the ordinary course of business and were not
       acquired and are not held for the purpose of or with the effect
       of changing or influencing the control of the issuer of the
       securities and were not acquired and are not held in connection
       with or as a participant in any transaction having that purpose
       or effect.




CUSIP: 962166104                                                Page 5 of 7



     Signature

       After reasonable inquiry and to the best of my knowledge and
       belief, I certify that the information set forth in this
       statement is true, complete and correct.


        Date:          February 6, 2009

        Signature:     Robert W. Lovelace***
        Name/Title:    Robert W. Lovelace - Senior Vice
                       President
                       Capital World Investors

        Date:          February 6, 2009

        Signature:     Patrick F. Quan***
        Name/Title:    Patrick F. Quan - Secretary
                       The Income Fund of America, Inc.



        ***By  /s/ Donald H. Rolfe
               Donald H. Rolfe
               Attorney-in-fact

          Signed pursuant to a Power of Attorney dated December 21,
          2007 included as an Exhibit to Schedule 13G filed with the
          Securities and Exchange Commission by Capital World Investors
          on January 10, 2008 with respect to Lowes Companies,
          Incorporated.

























CUSIP: 962166104                                                Page 6 of 7


                               AGREEMENT

                            Los Angeles, CA
                           February 6, 2009

  Capital World Investors ("CWI") and The Income Fund of America, Inc.
("IFA") hereby agree to file a joint statement on Schedule 13G under
the Securities Exchange Act of 1934 (the "Act") in connection with
their beneficial ownership of Common Stock issued by Weyerhaeuser
Company.

  CWI and IFA state that they are each entitled to individually use
Schedule 13G pursuant to Rule 13d-1(c) of the Act.

  CWI and IFA are each responsible for the timely filing of the
statement and any amendments thereto, and for the completeness and
accuracy of the information concerning each of them contained therein
but are not responsible for the completeness or accuracy of the
information concerning the others.



                 CAPITAL WORLD INVESTORS

                 BY:              Robert W. Lovelace***
                                  Robert W. Lovelace - Senior
                                   Vice President
                                   Capital World Investors


                 THE INCOME FUND OF AMERICA, INC.

                 BY:              Patrick F. Quan***
                                  Patrick F. Quan - Secretary
                                   The Income Fund of America,
                                   Inc.


***B /s/ Donald H. Rolfe
y
     Donald H. Rolfe
     Attorney-in-fact

     Signed pursuant to a Power of Attorney dated December 21, 2007
     included as an Exhibit to Schedule 13G filed with the Securities
     and Exchange Commission by Capital World Investors on January 10,
     2008 with respect to Lowes Companies, Incorporated.














CUSIP: 962166104                                                Page 7 of 7