SecProbe.io

August 21, 2007
 Mail Stop 4561
By U.S. Mail and facsimile to (904) 598-2223

Lee M. Thomas President and Chief Executive Officer Rayonier Inc. 50 North Laura Street Jacksonville, FL  32202
Re:  Rayonier Inc.  Definitive 14A   Filed April 9, 2007
File No. 001-06780
 Dear Mr. Thomas:
We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation disclosure.
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 filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone number listed at the e nd of this letter.
  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.     If you disagree with any of these commen ts, 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.

Lee M. Thomas
Rayonier Inc.
August 21, 2007 Page 2  Related Person Transactions, page 11

 1. We note that you have adopted a policy regarding related person transactions
pursuant to which you review certain relationships and transactions in which the company and your directors and executive officers, or their immediate family
members or certain of their business or othe r affiliates, are participants to determine
whether such persons have a material interest  in any such transaction.  Please provide
additional information describing your policies and procedures, including any
standards to be applied purs uant to the policy and whethe r such policy is in writing.
Refer to Item 404(b)(1) of Regulation S-K.
 Compensation Discussion and Analysis, page 12

2. We note your discussion of benchmarking compensation.  Please revise your
disclosure as noted below:
• You state on page 14 that the “peer gr oup consists of the 12 companies that
comprise the Standard & Poor’s Superc omposite Paper & Forest Products Index,
as well as the approximately 150 comp anies that comprise the National
Association of Real Estate Investment Trusts (NAREIT) Equity REIT Index.”
However, it appears that only ten companies are listed on page 14.  Please revise to identify all 12 companies in the pape r and forest index and identify all
companies in the NAREIT Equity REIT Index if you are benchmarking to them.
• Please clarify whether the peer group lis ted on page 14 is the same “peer group”
referenced in connection with your benc hmarking discussion on pages 13 and 14.
If the peer group is comprised of different companies, please identify those companies.
• We note the reference to “general industry companies” on page 15.  If you also
benchmark to general industry companies, please identify those companies.
• You state on page 15 that variations fr om the general philosophy may occur based
upon the expertise and experience level of a given executive  as well as individual,
company and market factors.  If the tota l compensation or any individual elements
of compensation vary for any named execu tive officer, please  disclose such
variations from the benchmarks for each named executive officer and explain the basis for the variation.
3. Throughout your Compensati on Discussion and Analysis and as to each
compensation element, you should provide an analysis of how you arrived at and why
you paid each particular level and form of  compensation for 2006.  For example, we
note the disclosure relating to 2006 st ock option awards and 2006 grants of
performance shares, which does not provi de sufficient insight into how the

Lee M. Thomas
Rayonier Inc.
August 21, 2007 Page 3
Committee determined the specific awards gr anted to the named executive officers.
Provide a reasonably complete analysis of  the specific factors considered by the
Committee in ultimately approving partic ular pieces of each named executive
officer’s compensation package and describe the reasons why the Committee believes that the amounts paid to each named executive  officer are appropriate in light of the
various items it considered in maki ng specific compensation decisions.
 4. You state on page 18 that long-term in centive award levels reflect individual
performance factors.  Please provide an  analysis of how i ndividual performance
contributed to long-term incentive award levels as well as any other individual
elements of compensation and explain how you determined these amounts.  Refer to Item 402(b)(2)(vii) of Regulation S-K.
 5. We note a significant disparity in the compen sation paid to Mr. Nutter as opposed to
the other named officers.  Although we note that Mr. Nutter retired in June 2007 and
you provide some individualized discussion of his compensation, please expand your
discussion to provide a detailed analysis  of how and why the compensation of your
chief executive officer differs from that of the other named executive officers, if applicable.  If policies or decisions rela ting to certain named executive officers are
materially different than the other officers, this should be discussed on an individualized basis.  Refer to Item 4 02 (b)(2)(vii) of Regulation S-K and Release
8732A, Section II.B.1.
 Annual Bonus Awards, page 17

6. We note your description on page 17 of how company performance affects annual
bonuses.  Please revise to include and quan tify the three corporate financial metrics
for 2006 and 2007.  Alternatively, provide on a supplemental basis a detailed explanation of why you believe th at disclosure of the financ ial metrics is not required
because it would result in competitive harm such that the financial metrics could be excluded under Instruction 4 to Item 402(b).  To the extent that that it is appropriate
to omit specific goals, discuss how difficult it will be for the executives or how likely
it will be for the registrant to achieve the targ et goals.  Please see Instruction 4 to Item
402(b) of Regulation S-K.
7. We note that for 2006 the Committee excluded certain items from the calculation of
CPF.  Please expand your disclosure to brie fly describe the type s of items excluded
from CPF.  In addition, please explai n how you calculated Cash Available for
Distribution and Return on Total Capital.
2007 Compensation Decisions, page 25

8. We note that the Annual Corporate Bonus  Program for 2007 has been modified.
Please expand your discussion of the bullet points on page 26 to explain what you

Lee M. Thomas
Rayonier Inc.
August 21, 2007 Page 4
mean by each modification and how it will  impact the bonus amounts payable.
 Potential Payments upon Termination or Change in Control, page 35

 9. We note the various severance and post-ter mination arrangements you have with the
named executive officers.  In the Comp ensation Discussion and Analysis, please
discuss how these arrangemen ts fit into your overall compensation objectives and
affect the decisions you made regarding other compensation elements and the rationale for decisions made in connection with these arrangements.  Also, provide
analysis explaining why you structured the terms and payout levels of these arrangements as you have.
 Outstanding Equity Awards at Fiscal Year-End, page 30

 10. Please revise to include the vesting dates of  options and equity incentive plan awards
held at fiscal year-end in a footnote to the applicable colu mn.  Refer to Instruction 2
to 402(f)(2) of Regulation S-K.
  Please respond to our comments by September 21, 2007, or tell us by that time when you will provide us with a response.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
  When you respond 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 filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

Lee M. Thomas
Rayonier Inc. August 21, 2007 Page 5
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.
 Please contact me at (202) 551-3401 with any questions.

Sincerely,    Jennifer Gowetski Attorney-Advisor