RAYONIER INC — Director's Dealing 2011

Dec 27, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAYONIER INC (RYN)
CIK: 0000052827
Period of Report: 2011-12-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-22	Common Shares	M	36600.0000	$27.5600	Acquired	225003.0000	Direct
2011-12-22	Common Shares	S	36600.0000	$43.4798	Disposed	188403.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-22	Employee Stock Option	$27.5600	M	36600.0000	Disposed	2016-01-03	Common Shares (36600.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	785.9044	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $43.38 to $43.64. 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: Adjusted to reflect a 3-for-2 stock split effective 8/24/2011.

F3: Shares are held in the Rayonier Investment and Savings Plan, a 401(k) plan, for this person's account.

F4: This option was previously reported as covering 24, 400 shares at an exercise price of $41.34 per share, but was adjusted to reflect the stock split on 8/24/2011.

F5: The option vests in three equal annual installments beginning on 1/3/07.