RAYONIER INC — Director's Dealing 2009

Mar 25, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAYONIER INC (RYN)
CIK: 0000052827
Period of Report: 2009-03-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-03-23	Common Shares	M	8903	$17.51	Acquired	204657	Direct
2009-03-23	Common Shares	M	3097	$14.35	Acquired	207754	Direct
2009-03-23	Common Shares	S	12000	$30	Disposed	195754	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-03-23	Employee Stock Option	$17.51	M	8903	Disposed	2010-01-05	Common Shares (8903)	Direct
2009-03-23	Employee Stock Option	$14.35	M	3097	Disposed	2011-01-04	Common Shares (3097)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	37698.0699	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 having 3,333 remaining options at an exercise price of $46.75 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.

F4: This option was previously reported as covering 8,000 shares at an exercise price of $38.31 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.