RAYONIER INC — Director's Dealing 2009

Jul 21, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAYONIER INC (RYN)
CIK: 0000052827
Period of Report: 2009-07-20

Reporting Person: BRANNON TIMOTHY H (SR VP, FOR RESRCS)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-07-20	Common Shares	M	5693	$17.23	Acquired	205716	Direct
2009-07-20	Common Shares	M	307	$18.59	Acquired	206023	Direct
2009-07-20	Common Shares	S	6000	$36.44	Disposed	200023	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-07-20	Employee Stock Option	$18.59	M	307	Disposed	2012-01-04	Common Shares (307)	Direct
2009-07-20	Employee Stock Option	$17.23	M	5693	Disposed	2013-01-04	Common Shares (5693)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	17003.4809	Indirect

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 26, 2009.

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

F3: This option was previously reported as covering 20,000 shares at an exercise price of $46.00 per share, but was adjusted to reflect the stock split on 6/12/2003, the special dividend paid 12/19/2003 and the stock split on 10/17/2005.