RAYONIER INC — Director's Dealing 2007

May 24, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAYONIER INC (RYN)
CIK: 0000052827
Period of Report: 2007-05-23

Reporting Person: Frazier W. Edwin III (SR VP, Admin & Corp Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-05-23	Common Shares	M	10683	$14.35	Acquired	53552	Direct
2007-05-23	Common Shares	S	200	$44.73	Disposed	53352	Direct
2007-05-23	Common Shares	S	200	$44.76	Disposed	53152	Direct
2007-05-23	Common Shares	S	300	$44.71	Disposed	52852	Direct
2007-05-23	Common Shares	S	683	$44.8	Disposed	52169	Direct
2007-05-23	Common Shares	S	700	$44.75	Disposed	51469	Direct
2007-05-23	Common Shares	S	8600	$44.7	Disposed	42869	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-05-23	Employee Stock Option	$14.35	M	10683	Disposed	2011-01-04	Common Shares (10683)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	42.727	Indirect

Footnotes

F1: Shares are held in the Rayonier Investment and Savings Plan, a 401(k) plan, for this person's account.