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Mailstop 3233

April 11, 2016

Via E -Mail
Mark D. McHugh
SVP and Chief Financial Officer
Rayonier, Inc.
225 Water Street, Suite 1400
Jacksonville, FL  32202

Re: Rayonier, Inc.
 Form 10-K for the fiscal year ended December 31, 2015
Filed February 17, 2016
File No. 1 -6780

Dear Mr. McHugh :

We have limited our review  of your filing  to the financial statements and related
disclosures 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Item 7. Management’s Discussion and Analysis o f Financial Condition and Results of
Operations

Summary of our results of operations for the three years ended December 31, page 32
1. In future periodic filings, please provide greater detail of the material components of cost
of sales in your discussion of  results of operations as well as explanations for variances at
this lower level, or tell us why you believe such disclosure is not necessary.
Consolidated Financial Statements

Note 3. Timberland Acquisitions, page 65
2. We note your acquisition of 35,000 ac res of timberlands as part of eight separate
transactions throughout 2015, and your accounting for such transactions as asset
purchases.  For your acquired timberlands, please tell us and disclose in future periodic

Mark D. McHugh
Rayonier, Inc.
April 11, 2016
Page 2

 filings the characteristics of any mater ial purchases, including the terms of any existing
timber supply agreements and/or recreational leases and the annual lease income under
such leases.
Note 22. Liability for Dispositions and Discontinued Operations, page 102
3. You disclose the  remaining liabi lities associated with prior dispositions and discontinued
operations were assumed  by Rayonier Advanced Materials , and as p art of the separation
agreement  you have  been indemnified, released and discharged fro m any liability related
to sites of your fo rmer  performance fibers business.  However you further  indicate you
cannot provide any assurance that a court will enforce your indemnification right if
challenged or that Rayonier Advanced Materials will be able to fund any amounts for
indemnification owed to  you.  In light of the fact that Rayonier Advanced Materials has
increased its environmental liabilities subsequent to the spin -off, please tell us how you
considered the disclosure requirements of ASC 450 -20 regarding this issue.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny 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 provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

You may contact Mark Rakip, Staff Accountant at 202.551.3573  or the undersigned at
202.551.3486  with any questions.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Senior Assistant Chief Accountant
Office of Real Estate and
Commodities