RAYONIER INC — Director's Dealing 2013

May 24, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: RAYONIER INC (RYN)
CIK: 0000052827
Period of Report: 2013-05-17

Reporting Person: HERMAN MICHAEL R (SVP, Gen Counsel & Asst Sec)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	151254.7407	Direct
Common Shares	1681.3890	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$20.1800	2019-01-02	Common Shares (33945.0000)		Direct
Employee Stock Option	$28.2200	2020-01-03	Common Shares (18330.0000)		Direct
Employee Stock Option	$31.0600	2018-01-02	Common Shares (22515.0000)		Direct
Employee Stock Option	$37.0300	2021-01-03	Common Shares (14040.0000)		Direct
Employee Stock Option	$44.4200	2022-01-03	Common Shares (11800.0000)		Direct
Employee Stock Option	$52.6300	2023-01-02	Common Shares (10000.0000)		Direct

Footnotes

F1: Shares are held in the Rayonier Investment and Savings Plan, a 401(k) plan, for this person's account.

F2: Vests in one-third installments annually commencing 1/2/2010.

F3: Vests in one-third installments annually commencing 1/4/2011

F4: Vests in one-third installments annually commencing January 2, 2009.

F5: Vests in one-third installments annually commencing 1/3/2012.

F6: Vests in one-third installments annually commencing 1/3/2013.

F7: Vests in one-third installments annually commencing 1/2/2014.