RAYONIER INC — Director's Dealing 2003

Jul 23, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAYONIER INC (RYN)
CIK: 0000052827
Period of Report: 2003-07-23

Reporting Person: LONGLEAF PARTNERS FUNDS TRUST (Former Section 16 Filer)

Footnotes

F1: On March 4, 2003, Southeastern Asset Management, Inc., investment adviser to Longleaf Partners Fund, a series of Longleaf Partners Funds Trust, converted its Schedule 13G to a filing on Schedule 13D. As a result, Longleaf Partners Fund filed a Form 3 on March 4, 2003, because it could be deemed a beneficial owner of more than 10% of the Issuer's common stock for Section 16 purposes. On July 23, 2003, Southeastern converted its Schedule 13D back to a Schedule 13G. Accordingly, Longleaf Partners Fund qualifies as an institution not subject to Section 16, under Rule 16a-1(a)(1). The increase in shares owned from 2,900,000 on March 4, 2003 to 4,350,000 on July 23, 2003, is a result of the Issuer's 3 for 2 stock split in June 2003.

F2: There has been no purchase or sale transaction which has prompted the filing of this Form 4. Please see footnote #1 for a description of the events giving rise to this filing. It has been submitted for the purpose of indicating that Longleaf Partners Fund is no longer subject to Section 16.

F3: The increase in shares owned from 2,900,000 on March 4, 2003 to 4,350,000 on July 23, 2003 is a result of the Issuer's 3 for 2 stock split in June 2003.