Sec Form 4 Filing - LONGLEAF PARTNERS FUNDS TRUST @ RAYONIER INC - 2003-07-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person LONGLEAF PARTNERS FUNDS TRUST 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 _____ Officer (give title below) X __ Other (specify below) Former Section 16 Filer (Last) (First) (Middle) , 3. Date of Earliest Transaction (MM/DD/YY) 07/23/2003 (Street) , 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Stock 07/23/2003( 1 ) J( 2 ) 0 A $ 0 4,350,000( 3 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LONGLEAF PARTNERS FUNDS TRUST , Former Section 16 Filer Signatures Longleaf Partners Fund, by Southeastern Asset Management, by Andrew R. McCarroll, VP & General Counsel 07/23/2003 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 4, 2003, Southeastern Asset Management, Inc., investment adviser to Longleaf Partners Fund, a series of Longleaf Partners Funds Trust, converted its Schedule 13G to a filing on Schedule 13D. As a result, Longleaf Partners Fund filed a Form 3 on March 4, 2003, because it could be deemed a beneficial owner of more than 10% of the Issuer's common stock for Section 16 purposes. On July 23, 2003, Southeastern converted its Schedule 13D back to a Schedule 13G. Accordingly, Longleaf Partners Fund qualifies as an institution not subject to Section 16, under Rule 16a-1(a)(1). The increase in shares owned from 2,900,000 on March 4, 2003 to 4,350,000 on July 23, 2003, is a result of the Issuer's 3 for 2 stock split in June 2003. ( 2 )There has been no purchase or sale transaction which has prompted the filing of this Form 4. Please see footnote #1 for a description of the events giving rise to this filing. It has been submitted for the purpose of indicating that Longleaf Partners Fund is no longer subject to Section 16. ( 3 )The increase in shares owned from 2,900,000 on March 4, 2003 to 4,350,000 on July 23, 2003 is a result of the Issuer's 3 for 2 stock split in June 2003.

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).

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