RAYONIER INC — Director's Dealing 2007

Mar 2, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAYONIER INC (RYN)
CIK: 0000052827
Period of Report: 2007-03-01

Reporting Person: THOMAS LEE M (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-03-01	Common Shares	A	50000	—	Acquired	51443	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-03-01	Employee Stock Option	$44.5	A	49200	Acquired	2017-03-01	Common Shares (49200)	Direct

Footnotes

F1: Grant of restricted shares, with 7,500 shares vesting on 3/1/2010, 17,500 shares vesting on 3/1/2011, and 25,000 shares vesting on 3/1/2012, in each case assuming Mr. Thomas' continued employment with Rayonier.

F2: Vests in one-third installments annually commencing 3/01/08.