SecProbe.io

July 9, 2010

Mr. Hans E. Vanden Noort Chief Financial Officer Rayonier, Inc. 50 North Laura Street
Jacksonville, FL 32202

Re: Rayonier, Inc.
Form 10-K for the year ended December 31, 2009 Filed February 24, 2010 Definitive Proxy on Schedule 14A  Filed April 5, 2010 File No. 1-06780
Dear Mr. Vanden Noort:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009

Exhibit Index

1. We have considered your response to comme nt five in our letter dated May 26, 2010.
We continue to believe that if you include material contracts pursuant to 601(b)(10) of
Regulation S-K, those c ontracts must be filed in their entirety . Please confirm that you
will file the complete copy of exhibi t 10.30 with your next 10-Q filing.

Hans E. Vanden Noort Rayonier, Inc. July 9, 2010 Page 2

 DEFINITIVE PROXY ON SCHE DULE 14A FILED APRIL 5, 2010
 Compensation Discussion and Analysis, page 14

2. We note your response to comment eight in our letter dated May 26, 2010 and have also
considered your references to the current di sclosure as to how th ese bonus award targets
were derived.  Please confirm that you will incl ude in future filings the specific corporate
level targets instead of rely ing on the calculations necessa ry to determine the budgeted
targets.    We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

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

• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact William Demarest, Staff Accountant, at (202) 551-3432 or Eric
McPhee, Staff Accountant, at (202) 551-3693 if you have questions  regarding comments on the
financial statements and related matters. Please  contact Jerard Gibson, St aff Attorney, at (202)
551-3473 or me at (202) 551-3655 with any other questions.

Sincerely,

Sonia Gupta Barros Special Counsel