RAYONIER INC — Director's Dealing 2013

Feb 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RAYONIER INC (RYN)
CIK: 0000052827
Period of Report: 2013-02-06

Reporting Person: Kriesel Jack M. (SVP, Performance Fibers)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-06	Common Shares	M	3555.0000	$31.0600	Acquired	43551.5000	Direct
2013-02-06	Common Shares	S	3555.0000	$54.5000	Disposed	39996.5000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-06	Employee Stock Option	$31.0600	M	3555.0000	Disposed	2018-01-02	Common Shares (3555.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	78.9430	Indirect

Footnotes

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

F2: This option was previously reported as covering 2,370 shares at an exercise price of $46.59 per share, but was adjusted for the August 24, 2011 stock split.

F3: Vests in one-third installments annually commencing 1/2/2009.