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Response Letter

 September 20, 2007

 Jennifer Gowetski

 Attorney-Advisor

 United States Securities and Exchange Commission

 Washington, D.C. 20549

Re:
Rayonier Inc.

 Definitive 14A

 Filed April 9, 2007

 File No. 001-06780

 Dear Ms. Gowetski:

 This letter is in response to your
comment letter addressed to Lee M. Thomas, Chairman, President and Chief Executive Officer of Rayonier Inc. dated August 21, 2007. The following responses should be consistent with our telephone conversation of yesterday. For your convenience,
I have set out in italics the headings and numbered comments from your letter of August 21, each followed by our response.

 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 other 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 pursuant to the policy and whether such policy is in writing. Refer to Item 404(b)(1) of Regulation S-K.

 Our Related Person Transactions policy, which essentially tracks the requirements of Item 404 of Regulation S-K is indeed a written policy, which we
will so indicate in subsequent disclosures. In future filings we will also more completely describe this policy (including the $120,000 threshold and use of Directors’ and Officers’ questionnaires to gather information), as well as any
separate standards of application.

 Compensation Discussion and Analysis, page 12

2.
We note your discussion of benchmarking compensation. Please revise your disclosure as noted below:

 Jennifer Gowetski

 Attorney-Advisor

 United States Securities and Exchange Commission

 September 20, 2007

 Page 2

•

 You state on page 14 that the “peer group consists of the 12 companies that comprise the Standard & Poor’s Supercomposite Paper &
Forest Products Index, as well as the approximately 150 companies 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 paper and forest index and identify all companies in the NAREIT equity REIT Index if you are benchmarking to them.

 The listing of companies on page 14 was meant to be illustrative only (“included within this peer group”), and was not meant to be an
exhaustive listing of all companies comprising the comparison groups for our 2006 Performance Share Award Program. As we disclosed, for the 2006 Performance Share Program the Company’s total shareholder return performance will be compared
against the companies included in two industry-standard, publicly-available indices – the Standard & Poor’s Supercomposite Paper and Forest Products Index and the National Association of Real Estate Investment Trust (NAREIT)
Equity REIT Index. Since the NAREIT Index is comprised of all U.S. publicly traded REITs, and given that those companies change over time due to new additions, mergers and acquisitions, delistings, etc., we did not consider it practical to
specifically list the NAREIT Index companies in the Proxy Statement. We have, however, attached listings of all companies currently included in the S&P Forest Products and NAREIT Equity indices as Exhibit A. As noted on page 25, for 2007
our Performance Share Award Program has been modified to calculate payouts based on Rayonier’s performance against a custom peer group of 15 Forest Products, REIT and Real Estate companies, which we specifically identified (at footnote 1, page
25) and will do so again in our 2008 disclosure.

•

 Please clarify whether the peer group listed on page 14 is the same “peer group” referenced in connection with your benchmarking discussion on pages 13
and 14. If the peer group is comprised of different companies, please identify those companies.

 The illustrative list
of comparator companies on page 14 is not the same “peer group” referenced on pages 13 and 14 in the discussion of Watson Wyatt Worldwide’s review of compensation levels at the request of our Compensation and Management Development
Committee (the “Committee”). A list of the companies comprising the Forest Products industry peer group and the REIT industry peer group used by Watson Wyatt is attached as Exhibit B. In future filings, any discussion of custom peer
groups utilized by the Committee (as opposed to general industry survey data) for benchmarking purposes will, to the extent practicable, include a listing of the companies comprising the peer groups.

•

 We note the reference to “general industry companies” on page 15. If you also benchmark to general industry companies, please identify those
companies.

 The Committee does not benchmark compensation levels to any specific group of “general industry”
companies. The reference on page 15 refers to the Committee’s

 Jennifer Gowetski

 Attorney-Advisor

 United States Securities and Exchange Commission

 September 20, 2007

 Page 3

periodic use of general industry salary survey data provided by its compensation consultants on comparable executive positions for comparison purposes,
since, as stated on page 15, the Committee believes that we compete for executive-level talent across multiple industries.

•

 You state on page 15 that variations from 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 total compensation or any individual elements of compensation vary for any named executive officer, please disclose such variations from the benchmarks for each named executive officer and explain the
basis for the variation.

 The Committee does not “benchmark” compensation levels for executives against any
particularly index or survey. The Committee does, however, periodically refer to general industry salary surveys provided by its compensation consultants to test whether the Committee’s general philosophy (as stated on page 15, that, over time,
total compensation levels for our executives should generally be at or above median compensation levels for similarly situated executives at comparably-sized general industry companies, with base salary and bonus target at or below median, and
long-term incentive awards targeted above median levels) is being upheld. This survey information, which generally consists of three to four general industry databases available from consultants, is not used to set compensation levels in any given
year. Given the variations in the median compensation levels among the surveys, and that the responsibilities of our named executive officers are varied and generally do not directly correlate with the responsibilities of the surveyed executive
positions, individual variations from and among survey medians are inevitable and expected. We will clarify our disclosure regarding the Committee’s use of this type of general industry data in future filings.

3.
Throughout your Compensation 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 stock option awards and 2006 grants of performance shares, which does not provide sufficient insight into how the Committee determined the specific awards
granted to the named executive officers. Provide a reasonably complete analysis of the specific factors considered by the Committee in ultimately approving particular 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 making specific compensation decisions.

 In future filings we will attempt to provide a succinct analysis of the specific factors considered by the Committee in determining and approving salary,
bonus and long-term incentive award levels for the NEOs. In response to your comment regarding a lack of insight relating to 2006 stock option and performance share awards, we noted on page 18 that “the Committee’s objective was to
maintain aggregate grant date dollar values at 2005 levels,

 Jennifer Gowetski

 Attorney-Advisor

 United States Securities and Exchange Commission

 September 20, 2007

 Page 4

but to increase the allocation to performance shares from 65% to 70%”. The Committee believed holding long-term incentive award values generally flat
for 2006 was appropriate – based on the Watson Wyatt study done last year and described in detail on pages 13 and 14. Under the separate discussions of stock options (page 18) and performance share awards (page 20), we reviewed the valuation
method used to determine the grant date value of a stock option (the Black-Scholes method) and a performance share (Hewitt’s valuation model). These were the specific factors considered by the Committee in approving 2006 long-term incentive
awards. In future filings we will combine or cross-reference these criteria and analysis to aid the reader.

4.
You state on page 18 that long-term incentive award levels reflect individual performance factors. Please provide an analysis of how individual 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.

 Consistent with our response to item 3 above, in future filings we will describe more completely where and how individual performance factors are
considered by the Committee and the resulting impact on individual elements of executive compensation.

5.
We note a significant disparity in the compensation 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 relating to certain named executive officers are materially different than the other officers, this should be discussed on an individualized basis. Refer to Item 402 (b)(2)(vii) of Regulation S-K and Release
8732A, Section II.B.l.

 Rayonier’s Chief Executive Officer holds the multiple responsibilities of Chairman, President
and Chief Executive Officer. There is no Chief Operating Officer or “number two” executive at Rayonier. As a result, the Committee believes our CEO currently has substantially more responsibility and impact on shareholder value than any
other individual named executive officer and, following the processes described, sets his compensation level accordingly. We will include this disclosure in future filings.

 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 quantify the three corporate financial metrics for 2006 and
2007. Alternatively, provide on a supplemental basis a detailed explanation of why you believe that disclosure of the financial 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 target goals. Please see
Instruction 4 to Item 402(b) of Regulation S-K.

 Jennifer Gowetski

 Attorney-Advisor

 United States Securities and Exchange Commission

 September 20, 2007

 Page 5

 As you noted, we identify on page 17 the three financial metrics (net income, cash available for
distribution and return on total capital) that are used, by comparison of actual performance to budgeted levels, to calculate the “Corporate Performance Factor” (CPF), which (as described on page 16) determines the formula annual bonus
award for each eligible executive. We also disclosed the resulting CPF level for 2006. However, we interpret your request that we “quantify the three corporate financial metrics” to require disclosure of the actual level of annual
performance, by metric, against budget.

 Were the disclosure limited to corporate-level performance against budget, the requested disclosure
would be acceptable. However, given our move to a mix of corporate and business unit level performance metrics for the 2007 Annual Corporate Bonus Program (as discussed on page 26), it appears that your request would require that business unit
budgeted numbers be disclosed in future filings. At the business-unit level, we consider the Company’s budgeted levels for the relevant financial metrics to be commercially sensitive information, which we have not previously disclosed to
investors, analysts or anyone else. We believe strongly that disclosure of budgeted income, CAD and ROTC levels for our business units would provide competitors with critical insights into our internal performance projections, particularly with
regard to pricing. For example, if we disclose our net income performance as a percentage of the budgeted level for our Performance Fibers business, given that: (1) this segment’s operating income is required to be publicly disclosed in
our financial statements, (2) its volume (i.e., number of tons produced and sold) is known and consistent, and (3) cost fluctuations are typically limited to commodity prices which our competitors are affected by as well (such as chemicals
and oil); budgeted price per ton could be relatively easily imputed by competitors. This would allow them to gauge how aggressive and successful we were or were not with regard to pricing, and to make more knowledgeable assumptions regarding our
contractual price adjustment mechanisms.

 Therefore, we do not intend to “quantify the three corporate financial metrics” pursuant
to Instruction 4 of Item 402(b) of Reg. S-K. As required by such instruction, in future filings we would discuss the likelihood that the Company and individual business units will achieve budgeted levels for the relevant financial metrics.

7.
We note that for 2006 the Committee excluded certain items from the calculation of CPF. Please expand your disclosure to briefly describe the types of items excluded from CPF. In
addition, please explain how you calculated Cash Available for Distribution and Return on Total Capital.

 In future
disclosures, we will briefly describe any items which the Committee determines to exclude from the Corporate Performance Factor calculation.

 Jennifer Gowetski

 Attorney-Advisor

 United States Securities and Exchange Commission

 September 20, 2007

 Page 6

 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 mean by each
modification and how it will impact the bonus amounts payable.

 In future disclosures of any modifications to our Annual
Corporate Bonus Program, we will describe each modification in more detail along with the potential impact on subsequent bonus awards to the extent possible.

9.
We note the various severance and post-termination arrangements you have with the named executive officers. In the Compensation Discussion and Analysis, please discuss how these
arrangements fit into your overall compensation objectives and affect the decisions y