SecProbe.io

December 28, 2006

Mail Stop 4561

Hans E. Vanden Noort
Senior Vice President and Chief Accounting Officer
Rayonier Inc.
50 North Laura Street
Jacksonville, FL  32202

Re: Rayonier Inc.
  Form 10-K for the year ended December 31, 2005
Forms 10-Q for the quarters en ded March 31, June 30 and
September 30, 2006
Filed 3/3/06
File No. 1-06780

Dear Mr. Vanden Noort:

We have reviewed your above refere nced filings and have the following
comments.  Where indicated, we think you shoul d revise your documents in response to
these comments in future filings.  If you disagr ee, we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Item 6.  Selected Financial Data, page 17
1. We note that you calculated return on equ ity and return on ca pital using income
from continuing operations, adjusted for certain unusual or infrequent items.
Since the performance ratios are not base d upon financial measures calculated in
accordance with GAAP, they ar e considered non-GAAP me asures and subject to
Item 10(e)(1)(i) of Regulation S-K.  To the extent that return on equity and return

Mr. Hans E. Vanden Noort
Rayonier Inc.
December 28, 2006 Page 2
on capital are presented in future filings, please calculate them using the appropriate unadjusted GAAP m easures or include 1) a reconciliation to the most
directly comparable financial measure cal culated in accordance with GAAP, 2) a
statement disclosing the reasons why mana gement believes th at presentation of
the non-GAAP financial measure provides useful information to investors
regarding the registrant's financial cond ition and results of operations and 3) a
statement disclosing the additional purpos es, if any, for which the registrant's
management uses the non-GAAP financial measure.

Consolidated Statements of Income and Comprehensive Income, page F-4
2. Please tell us and disclose in future fi lings what is included in other operating
(income) expense, net.

Notes to Consolidated Financial Statements, page F-7

Note 2.  Summary of Significant Accounting Policies, page F-8

Financial Instruments, page F-10
3. We note that you have recorded unr ealized gains and losses on hedged
transactions in other comp rehensive income on your balance sheet, which implies
that you participate in trans actions that qualify as cash flow hedges.  In future
filings please revise to include the di sclosures required by paragraphs 44 and
45(b) of SFAS 133 as they relate to your cash flow hedges, or advise us of the nature of the hedged transactions record ed in accumulated other comprehensive
income.  Please provide us with a co py of your proposed revisions in your
response.

Note 16.  Contingencies, page F-30
4. We note that you are involved in severa l legal proceedings in which you believe
adequate reserves have been provided.  In future filings, please disclose the
estimate of probable costs that you will incur as  a result of the litigation.  Refer to
paragraph 9 of SFAS 5.

*    *    *    *
As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
proposed revisions that keys your responses to our comments and provides any requested
supplemental information.  Detailed cover lett ers greatly facilitate  our review.  Please
understand that we may have additional comments after reviewing your responses to our comments.

Mr. Hans E. Vanden Noort
Rayonier Inc.
December 28, 2006 Page 3
 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain that the filings include all information required under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

You may contact Kristi Ma rrone at (202) 551-3429 or me at (202) 551-3486 if
you have questions.

      S i n c e r e l y ,

Daniel L. Gordon
Branch Chief