RAYONIER INC — Director's Dealing 2009

Jun 3, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAYONIER INC (RYN)
CIK: 0000052827
Period of Report: 2009-06-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-06-02	Common Shares	M	22000	$27.72	Acquired	217754	Direct
2009-06-02	Common Shares	S	17731	$41.0254	Disposed	200023	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-06-02	Employee Stock Option	$27.72	M	22000	Disposed	2014-01-02	Common Shares (22000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	17803.7991	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $40.80 to $41.29. 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.