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RAYONIER INC Director's Dealing 2006

Feb 23, 2006

31153_dirs_2006-02-23_02d571d6-ad98-408c-86a0-144ad91a58ed.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAYONIER INC (RYN)
CIK: 0000052827
Period of Report: 2003-02-20

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2003-02-20 Common Shares A 16024 Acquired 827370.105 Direct
2006-02-21 Common Shares F 4883 $42.9 Disposed 822487.105 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Shares 53296.22 Indirect

Footnotes

F1: Grant of restricted shares that vested on 2/20/2006. Original restricted stock award was for 6,000 shares, but has been adjusted to reflect the June 2, 2003 stock split, the December 19, 2003 special stock dividend and the October 17, 2005 stock split.

Due to an administrative error, no Form 4 was filed at the time of this restricted stock grant (2/20/2003), however, this grant has been fully reported in each proxy statement since the grant date.

F2: Shares are being withheld from Mr. Nutter's 2003 restricted stock award which vested 2/20/2006.

F3: Shares are held in the Rayonier Investment and Savings Plan, a 401(k) plan, for this person's account.