RAYONIER INC — Director's Dealing 2008

Sep 16, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAYONIER INC (RYN)
CIK: 0000052827
Period of Report: 2008-09-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-09-12	Common Shares	M	13355	$17.23	Acquired	75039	Direct
2008-09-12	Common Shares	M	10755	$18.59	Acquired	85794	Direct
2008-09-12	Common Shares	S	24110	$46.0016	Disposed	61684	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-09-12	Employee Stock Option	$17.23	M	13355	Disposed	2013-01-04	Common Shares (13355)	Direct
2008-09-12	Employee Stock Option	$18.59	M	10755	Disposed	2012-01-04	Common Shares (10755)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	350.7815	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $46.00 to $46.03. The price reported above reflects the weighted average sale price. Upon written request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price is available.

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