SecProbe.io

April 7, 2011
 Hans E. Vanden Noort Senior Vice President and Chief Financial Officer Rayonier Inc. 130 Riverplace Boulevard Jacksonville, FL 32207
Re: Rayonier Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed February 23, 2011 File No. 001-06780

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, 2010

 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 20
1. We note from your disclosure on page F-8 that  you capitalize costs related to acquiring,
planting and growing timber incl uding real estate taxes, leas e rental payments and site
preparation.  Please tell us if  you capitalize any costs related to interest expense, payroll
or any other soft costs and if so please tell us the am ounts and consider expanding your
disclosures in future filings to include a narrative discussion of these capitalized costs.
Outlook for 2011, page 28
2. In future filings, please revise your projec tions of future economic performance to
provide the information required by Item 10(b)  of Regulation S-K.  For example, the

Hans E. Vanden Noort Rayonier Inc. April 7, 2011 Page 2

disclosures accompanying the projections should  facilitate investor understanding of the
basis for and limitations of projections.  Refe r to Item 10(b)(3)(i) of Regulation S-K.
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 an d 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.

If you have any questions, you may contact Eric McPhee at (202) 551-3693 or me at
(202) 551-3486.

Sincerely,

 Daniel L. Gordon
Branch Chief