RAYONIER INC — Director's Dealing 2013

May 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAYONIER INC (RYN)
CIK: 0000052827
Period of Report: 2013-05-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-07	Common Shares	M	7507.0000	$31.0600	Acquired	125428.1407	Direct
2013-05-07	Common Shares	S	7507.0000	$60.0000	Disposed	117921.1407	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-07	Employee Stock Option	$31.0600	M	7507.0000	Disposed	2018-01-02	Common Shares (7507.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	88000.0000	Indirect
Common Shares	7296.3738	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 12, 2013, covering his 2008 stock option grant totaling 30,030 shares (adjusted for the August 24, 2011 stock split).

F2: Shares are held in the Rayonier Investment and Savings Plan, a 401(k) plan, for this person's account.

F3: Vests in one-third installments annually commencing January 2, 2009.