RAYONIER INC — Director's Dealing 2009

Dec 7, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAYONIER INC (RYN)
CIK: 0000052827
Period of Report: 2009-12-03

Reporting Person: Iannotti Joseph L. (VP and Corporate Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-12-03	Common Shares	M	1370	$17.23	Acquired	1370	Direct
2009-12-03	Common Shares	S	1370	$40.1112	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-12-03	Employee Stock Option	$17.23	M	1370	Disposed	2013-01-04	Common Shares (1370)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	2332.7831	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $40.11 to $40.1118. The price reported above reflects the weighted average sales 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.