RAYONIER INC — Director's Dealing 2011

May 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAYONIER INC (RYN)
CIK: 0000052827
Period of Report: 2011-04-28

Reporting Person: VANDENNOORT HANS E (SR VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-28	Common Shares	M	15000.0000	$32.2700	Acquired	114131.0000	Direct
2011-04-28	Common Shares	S	15000.0000	$65.8229	Disposed	99131.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-28	Employee Stock Option	$32.2700	M	15000.0000	Disposed	2015-01-03	Common Shares (15000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	4511.4399	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $65.60 $66.02. 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.