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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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OMB Number: 3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BOYNTON PAUL G
(Last) (First) (Middle)
50 N. LAURA STREET
SUITE 1900
(Street)
JACKSONVILLE FL 32202
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RAYONIER INC [ RYN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SR VP, Performance Fibers
3. Date of Earliest Transaction (Month/Day/Year)
01/03/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares 01/03/2006 F 2,186(1) D $39.85 35,845(2) D
Common Shares 4,053.22(3) I In Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Shares are being withheld from Mr. Boynton's 2003 restricted stock award which vested 1/2/2006. The award was previously reported as 3,000 shares on Form 4 filed 1/3/2003, but has been adjusted to reflect the stock split on 6/12/2003, the special dividend paid 12/19/2003 and the stock split on 10/17/2005.
2. Adjusted to reflect a 3-fo-2 stock split effective 10/17/2005.
3. Shares are held in the Rayonier Investment and Savings Plan for this person's account.
Remarks:
By: Joshua H. DeRienzis, Attorney-in-Fact 01/04/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                           POWER OF ATTORNEY

            Know all by these presents that the undersigned hereby constitutes
and appoints each of Carl E. Kraus, Hans E. Vanden Noort, Michael R. Herman and
Joshua H. DeRienzis, or either of them signing singly, and with full power of
substitution, the undersigned's true and lawful attorney-in-fact to:

         (1)      prepare, execute in the undersigned's name and on the
                  undersigned's behalf, and submit to the U.S. Securities and
                  Exchange Commission (the "SEC") a Form ID, including
                  amendments thereto, and any other documents necessary or
                  appropriate to obtain codes and passwords enabling the
                  undersigned to make electronic filings with the SEC of
                  reports required by Section 16(a) of the Securities Exchange
                  Act of 1934 or any rule or regulation of the SEC;

         (2)      execute for and on behalf of the undersigned, in the
                  undersigned's capacity as an officer and/or director of
                  Rayonier Inc. (the "Company"), Forms 3, 4, and 5 in
                  accordance with Section 16(a) of the Securities Exchange Act
                  of 1934 and the rules thereunder;

         (3)      do and perform any and all acts for and on behalf of the
                  undersigned which may be necessary or desirable to complete
                  and execute any such Form 3, 4, or 5, complete and execute
                  any amendment or amendments thereto, and timely file such
                  form with the SEC and any stock exchange or similar
                  authority; and

         (4)      take any other action of any type whatsoever in connection
                  with the foregoing which, in the opinion of such
                  attorney-in-fact, may be of benefit to, in the best interest
                  of, or legally required by, the undersigned, it being
                  understood that the documents executed by such
                  attorney-in-fact on behalf of the undersigned pursuant to
                  this Power of Attorney shall be in such form and shall
                  contain such terms and conditions as such attorney-in-fact
                  may approve in such attorney-in-fact's discretion.

         The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.


         This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

                   IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 31st day of October, 2005.





                                       Paul G. Boynton