RAYONIER INC — Director's Dealing 2006

May 19, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAYONIER INC (RYN)
CIK: 0000052827
Period of Report: 2006-05-17

Reporting Person: NUTTER WALLACE LEE (Director, CHMN, PRES & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-17	Common Shares	M	3556	$15.96	Acquired	826043.105	Direct
2006-05-17	Common Shares	M	1444	$14.28	Acquired	827487.105	Direct
2006-05-17	Common Shares	S	5000	$40.12	Disposed	822487.105	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-05-17	Employee Stock Option	$14.28	M	1444	Disposed	2007-01-04	Common Shares (1444)	Direct
2006-05-17	Employee Stock Option	$15.96	M	3556	Disposed	2008-01-04	Common Shares (3556)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	54278.92	Indirect

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 3, 2006.

F2: Shares are held in the Rayonier Investment and Savings Plan, a 401(k) plan, for this person's account.