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 RAYONIER INC.
 1 Rayonier Way Wildlight, FL 32097
 December 22, 2025 VIA EDGAR
 United States Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549

 Re:
 Rayonier Inc.
 Registration Statement on Form S-4
 File No. 333-292031 Ladies and
Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, we hereby respectfully request acceleration of the effective
date of the Registration Statement on Form S-4 (File No. 333-292031) (as amended, the “Registration Statement”) of Rayonier Inc., so that such Registration Statement will be declared effective as of 4:30 p.m. (Eastern time) on December
23, 2025, or as soon thereafter as practicable. Once the Registration Statement has been declared effective, please orally confirm that event with our
counsel, Wachtell, Lipton, Rosen & Katz, by calling Kyle Diamond at (212) 403-1077. Thank you for your assistance in this matter.

 Sincerely,

 RAYONIER INC.

 /s/ Mark D. McHugh

 Mark D. McHugh

 President and Chief Executive Officer
 cc: David K. Lam,
Wachtell, Lipton, Rosen & Katz Kyle Diamond, Wachtell, Lipton, Rosen & Katz

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 April 2, 2020

VIA EDGAR

 Mr. Ronald Alper

Division of Corporation Finance

 Office of Real Estate &
Construction

 Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
 Rayonier Inc. and Rayonier, L.P.

 Registration Statement on Form S-4

 File No. 333-237246 Request for Effectiveness

 Dear Mr. Alper:

Reference is made to the Registration Statement on Form S-4 (File
No. 333-237246) filed by Rayonier Inc. (“Rayonier”) and Rayonier, L.P. (“Opco” and together with Rayonier, the “Registrants”) with the U.S. Securities
and Exchange Commission on March 17, 2020, as amended on April 2, 2020 (the “Registration Statement”).

 The
Registrants hereby request the Registration Statement be made effective at 4:00 p.m., Eastern Time, on April 3, 2020, or as soon as possible thereafter, in accordance with Rule 461 promulgated under the Securities Act of 1933, as amended.

Please contact David K. Lam of Wachtell, Lipton, Rosen & Katz at (212) 403-1394 or
DKLam@wlrk.com with any questions you may have concerning this letter, or if you require any additional information. Please notify Mr. Lam when this request for acceleration of effectiveness of the Registration Statement has been granted.

 Very truly yours,

RAYONIER INC.

By: /s/ Mark R. Bridwell

Name:    Mark R. Bridwell

Title:      Vice President, General Counsel and Corporate Secretary

RAYONIER, L.P.

By: Rayonier Inc., its general partner

By: /s/ Mark R. Bridwell

Name:    Mark R. Bridwell

Title:      Vice President, General Counsel and Corporate Secretary

cc:
 Daemon P. Repp, Pope Resources, A Delaware Limited Partnership

 David K. Lam, Wachtell, Lipton, Rosen & Katz

 Robert E. Denham, Munger, Tolles & Olson LLP

 Jennifer Broder, Munger, Tolles & Olson LLP

 Marcus J. Williams, Buchalter, P.C.

March 23, 2020
Mark R. Bridwell
Vice President, General Counsel and Corporate Secretary
Rayonier Inc.
1 Rayonier Way
Wildlight, FL 32097
Re:Rayonier Inc.
Registration Statement on Form S-4
Filed March 17, 2020
File No. 333-237246
Dear Mr. Bridwell:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ronald (Ron) Alper at 202-551-3329 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       David K. Lam

Mailstop 3233

May 27, 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 29, 2016
File No. 1 -6780

Dear Mr. McHugh :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We u rge 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 rules require.

Sincerely,

 /s/ Daniel L. Gordon

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

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		SEC Document

May 16, 2016

Mr. Daniel L. Gordon

Senior Assistant Chief Accountant

Office of Real Estate and Commodities

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:   Rayonier Inc.
Form 10-K for the Fiscal Year Ended December 31, 2015
Filed February 17, 2016
File No. 1-06780

Dear Mr. Gordon:

The following is in response to your letter dated April 11, 2016 regarding the review of Rayonier’s 2015 Form 10-K.

Item 7. Management’s Discussion and Analysis of 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.

In the Management’s Discussion and Analysis section beginning in our first quarter 2016 Form 10-Q filed on Friday, May 6, we included information about the material components of cost of sales for our Timber and Real Estate businesses. In the discussions of changes in segment operating income, we identified the specific cost element within cost of sales causing a material variance where applicable.

Consolidated Financial Statements

Note 3. Timberland Acquisitions, page 65

2.

 We note your acquisition of 35,000 acres 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 filings the characteristics of any material purchases, including the terms of any existing timber supply agreements and/or recreational leases and the annual lease income under such leases.

Mr. Daniel L. Gordon

May 16, 2016

Page 2 of 4

Details of the eight timberland acquisitions we made in 2015 are shown in the table below. None of the acquisitions included timberland supply agreements. In addition, we did not acquire recreational leases in any of the acquisitions except for the NW Louisiana transaction, for which we estimate annual recreational lease income to be approximately $64,000.

Location

 Acres

  Price ($000s)

 $/Acre

NW Louisiana

 12,341

 $22,544

 $1,827

Georgia

 130

 308

 2,369

Georgia

 152

 211

 1,388

Georgia

 1,161

 976

 841

Mississippi

 40

 42

 1,050

NE Florida

 3,428

 5,031

 1,468

SW Louisiana

 12,153

 25,296

 2,081

NW Oregon

 5,578

 34,052

 6,105

 34,983

 $88,460

 $2,529

We considered the proper accounting for our timberland acquisitions and concluded that all 2015 acquisitions were asset purchases rather than business combinations based on the characteristics and terms of the acquisitions and our consideration of the guidance in ASC 805. While none of these transactions individually constituted material purchases, in future periodic filings we will disclose the characteristics of any material purchases, including the terms of existing timber supply agreements and recreational leases, if any.

Note 22. Liability for Dispositions and Discontinued Operations, page 102

3.

 You disclose the remaining liabilities associated with prior dispositions and discontinued operations were assumed by Rayonier Advanced Materials, and as part of the separation agreement you have been indemnified, released and discharged from any liability related to sites of your former 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.

In considering the loss contingency disclosure requirements of ASC 450-20 with respect to Rayonier Advanced Materials (RYAM) liabilities associated with prior dispositions and discontinued operations, for which Rayonier Inc. has been indemnified, released and discharged of any liability, we considered 1) the enforceability of our indemnification from RYAM, which we believe to be enforceable under applicable law, and 2) RYAM’s wherewithal to fund any amounts pertaining to our indemnification.

Mr. Daniel L. Gordon

May 16, 2016

Page 3 of 4

The indemnification provisions referenced in Note 22 are contained within the separation agreement between Rayonier and RYAM, which has been filed with the SEC. To the best of our knowledge, RYAM has complied with the terms of these indemnification provisions since the separation of the companies. The language identified in the Risk Factors set forth in Rayonier’s 2015 Form 10-K is intended to describe the scope and nature of the indemnity obligation and the litigation risks in the event RYAM should later be unable or refuse to honor these obligations. This disclosure is not otherwise intended to identify the existence of a known loss.

To consider RYAM’s financial ability to perform its obligation to fund any indemnified amounts that could be owed to Rayonier under the agreement, we reviewed its public filings, earnings announcements and press releases as well as analyst reports. We also considered the increases in RYAM’s discontinued operations accruals in relation to its cash flows, liquidity and balance sheet.

As of December 31, 2015, RYAM had an accrual of $157 million for discontinued operations and disclosed that another $65 million of expense could be reasonably possible. We noted that in 2015 RYAM had net income of $55 million and generated $202 million of cash flow from operations.   We also noted that in 2015 RYAM reduced its net debt by $112 million, implemented additional cost initiatives with a stated priority of further reducing debt, and renewed contracts with key customers. As of December 31, 2015, RYAM had $101 million in cash and $236 million available under its bank revolver, had largely completed its capital expenditure requirements for EPA Boiler MACT, and had no significant debt maturities until after 2020. We considered this information and RYAM’s 2016 guidance to evaluate the likelihood that RYAM would be unable to honor their environmental obligations under the indemnification.

Based on our consideration of this information, we concluded that there was no reasonable possibility that a loss to Rayonier had been incurred and accordingly no additional disclosure was required under ASC 450-20.

We trust we have adequately responded to your requests with regard to the foregoing items. In addition, we acknowledge the following:

•

 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.

Mr. Daniel L. Gordon

May 16, 2016

Page 4 of 4

Please do not hesitate to contact me at (904) 357-3757 with any questions or if additional information is needed.

Sincerely,

/s/ MARK MCHUGH

Mark McHugh

Senior Vice President and

Chief Financial Officer, Rayonier Inc.

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

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		Comment Letter 2013

 Corporate Headquarters

Hans E. Vanden Noort

Senior Vice President and

Chief Financial Officer

July 8, 2013

Mr. Daniel L. Gordon

Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:    Rayonier Inc.

          Form 10-K for the Fiscal Year Ended December 31, 2012

          Filed February 26, 2013

          File No. 001-06780

Dear Mr. Gordon:

The following is in response to your letter dated June 24, 2013 regarding the review of Rayonier's 2012 Form 10-K.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk, page 36

1.

 We note your disclosure of interest rate risk as it relates to the fair market value of long- term fixed rate debt.  Please expand your discussion to address interest rate risk as it relates to your variable rate debt.  Refer to Item 305 of Regulation S-K.

As of December 31, 2012 we had $440 million of long-term variable rate debt.  At this borrowing level, a hypothetical one-percentage point increase/decrease in interest rates would result in a corresponding increase/decrease of approximately $4.4 million in interest payments and expense over a 12 month period. Our primary interest rate exposure on variable rate debt results from changes in LIBOR.

We will expand our interest rate risk disclosure to include variable rate debt in our second quarter 2013 Form 10-Q.  We will continue to provide this disclosure to the extent that our variable rate debt and the corresponding interest rate risk is material.

Consolidated Statements of Income and Comprehensive Income, page F-5

2.

 Please remove dividends per share from the face of the income statement.  This information may be presented in a note to the consolidated financial statements.  Refer to ASC 260-10-45-5.

Beginning with our second quarter 2013 Form 10-Q, we will remove dividends per share from the face of the income statement.

Note 16. Contingencies, page F-29

3.

 We note the anti-dumping investigation initiated by MOFCOM.  In future filings, please confirm to us that you will elaborate upon this investigation by providing any new information regarding the progress of the investigation, providing an estimated range of loss and accrual in the financial statements when necessary in accordance with ASC 450-20.  Please also tell us if, and to what extent, you believe the actions taken by MOFCOM will impact your future export business with China.  This disclosure should also be made in the MD&A for all periods in which the investigation is ongoing.

In future filings, we will elaborate on the investigation by providing any new material information regarding its progress and, if applicable, by providing an estimated range of loss and accrual in the financial statements in accordance with ASC 450-20.  As of the date of this letter, we have cooperated with MOFCOM's investigation and requests for information.  As the investigation progresses, we will disclose in our MD&A any events relating to the investigation that will significantly impact our future export business with China.

We trust we have adequately responded to your requests with regard to the foregoing items.  In addition, we acknowledge the following:

* 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 filings; 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.

Please do not hesitate to contact me at (904) 357-9134 with any questions or if additional information is needed.

Sincerely,

/s/ Hans E. Vanden Noort

Hans E. Vanden Noort

Senior Vice President and Chief Financial Officer, Rayonier Inc.

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		Comment Letter 2012 Amended

 Corporate Headquarters

Hans E. Vanden Noort

Senior Vice President and

Chief Financial Officer

June 11, 2012

Mr. Daniel L. Gordon

Branch Chief,

Division of Corporation Finance

United States Securities and

    Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:    Rayonier Inc.

          Form 10-K for the Fiscal Year Ended December 31, 2011

          Filed February 28, 2012

          File No. 001-06780

Dear Mr. Gordon:

The following is in response to your letter dated May 4, 2012 regarding the review of Rayonier's 2011 Form 10-K.

Item 1. Business, page 1

1.

 Under the “performance fibers” and “wood products” segments, please tell us how you define “production capacity.”  Please tell us whether your calculations are consistent with any industry-wide recognized measures. We may have further comment.

For both our Performance Fibers and Wood Products segments, production capacity represents the proven annual production capabilities of the facility under normal operating conditions with a normal product mix.  This definition and our calculations are consistent with typical industry measures.  We will add this definition to future filings, beginning with our 2012 Form 10-K.

Forest Resources, page 2

2.

 We note that you combine your Washington and New York timber holdings into the same region, but we also note the difference in these sub-regions in growth rates, access to mills and export markets.  Please tell us what consideration you have given to breaking out the Northern region operating data between Washington and New York.  We may have further comment.

Due to the relatively small size of our New York timber holdings, we do not break out the operating data separately.  Our New York timber holdings represent less than three percent of 2011 Northern region sales and operating income, and less than five percent of the total acres that Rayonier owns, leases and manages.  If New York becomes a larger part of our segment operations in the future, we will separately disclose the New York operating data in future filings.

3.

 We note your merchantable timber inventory disclosure.  Please tell us what consideration you have given to providing additional detail, to the extent available to management, regarding inventory data broken out by age of trees.  We may have further comment.

The primary driver for harvesting timber is local market conditions, which determine the most profitable time to harvest, as opposed to the age of the timber.  Because the age of the timber is not the primary factor that is used in strategic or operating decisions, we do not feel that disclosing data by age of trees would be a material or meaningful consideration for the readers of our financial statements.

4.

 Please tell us why you do not disclose operating data regarding 2011 harvest volumes by region.  In addition, please tell us what considerations you have given to disclosing anticipated 2012 harvest volume.

We reported sales volume by region for the five years ended December 31, 2011 in Item 6 - Selected Financial Data on page 18 of our 2011 Form 10-K filing.  Sales volumes for the Forest Resources segment are equivalent to harvest volumes.  Additionally, considerations for 2012 harvest volume are disclosed under the Item 7 caption “Outlook for 2012” on page 28 as follows “In Forest Resources, we will continue integrating our newly acquired Southeastern timberlands and plan to increase harvest volumes in the Northwest to continue taking advantage of Asian export markets.”  We also discuss 2012 expectations under the Item 7 caption “Industry and Market Conditions” on page 21 as follows “We expect 2012 timber demand and pricing to exceed 2011 levels as general economic conditions improve in the U.S. and Chinese demand returns later in the year.”

In line with current practice, we will ensure that future filings disclose planned harvest volumes if it is expected that reported financial information would not be indicative of future operating results or financial conditions, as required by Item 303 of Regulation S-K.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, page 20

5.

 In future filings, please expand your disclosures regarding the CSE to discuss the expected effects on your operations.  We note that you will add 190,000 metric tons of cellulose specialties capacity, while losing 260,000 metric tons of absorbent materials capacity. Your expanded disclosure should include your expectations of how this change affects your expenses as well as revenues.

Starting with our second quarter 2012 Form 10-Q, we will further expand our disclosures regarding the CSE to include our expected changes to revenues and expenses.

6.

 We note your disclosure on page 21 that timber is also marketed through log supply agreements.  Please tell us the approximate amount of timber that is covered by such supply commitments in 2012. We may have further comment.

Our long-term log supply agreements represent approximately five percent of expected 2012 timber volumes. This percentage is consistent with 2011 volumes.  We do have additional log supply agreements that are short-term in nature and are similar to auction sales except that prices and volumes are negotiated with customers on an individual basis. These agreements are generally for small volumes and cover a period of less than 12 months.  If long-term log supply agreements become material, we will disclose the approximate amount of timber that is covered by such agreements in future filings.

7.

 We note your disclosure on page 25 regarding sales data with respect to your forest resources segment.  Please tell us what consideration you gave to breaking out your sales data between pulpwood and sawtimber. We may have further comment.

The majority of our Forest Resources revenue is derived through stumpage sales, where harvesting rights for a tract of land are sold at auction to a third party.  Pricing for auction sales is determined based on cruises of tracts of land through which we gain an understanding of the approximate percentage of trees that would be best suited for pulpwood versus sawtimber.  Once the harvesting rights are sold, Rayonier does not track the ultimate use of the timber as either pulpwood or sawtimber.

We trust that we have adequately responded to your requests with regard to the foregoing items.  In addition, we acknowledge the following:

* 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 filings; 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.

Please do not hesitate to contact me at 904-357-9134 with any questions or if additional information is needed.

Sincerely,

/s/ Hans E. Vanden Noort

Hans E. Vanden Noort

Senior Vice President and Chief Financial Officer

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		WebFilings | EDGAR view

May 3, 2011

Mr. Daniel L. Gordon

Branch Chief,

Division of Corporation Finance

United States Securities and

    Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:    Rayonier Inc.

          Form 10-K for the Year Ended December 31, 2010

          File No. 001-06780

Dear Mr. Gordon:

The following is in response to your letter dated April 7, 2011 regarding the review of Rayonier's 2010 Form 10-K.

Form 10-K for the Year Ended December 31, 2010

Item 7. Management's Discussion and Analysis 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 including real estate taxes, lease 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 amounts and consider expanding your disclosures in future filings to include a narrative discussion of these costs.

Under our timber capitalization policy we only capitalize costs directly related to acquiring, planting and growing timber.  The only payroll costs that we capitalize are for foresters in field offices to the extent their time is spent directly on the activities noted above.  These costs totaled $2.3 million in 2010.  We also capitalized $1.2 million of direct support costs relating to facilities, vehicles and supplies.  We do not capitalize interest or any other soft costs aside from those mentioned above.  The payroll and direct support costs that were capitalized in 2010 are indicative of the types of costs capitalized in prior years.

In future filings, we will update our timber disclosure to include the capitalization of payroll and direct support costs related to acquiring, planting and growing timber.

Outlook for 2011, page 28

2.

 In future filings, please revise your projections of future economic performance to provide the information required by Item 10(b) of Regulation S-K.  For example, the disclosures accompanying the projections should facilitate investor understanding of the basis for and limitations of projections.  Refer to Item 10(b)(3)(i) of Regulation S-K.

In Rayonier's first quarter 2011 Form 10-Q (filed on April 26, 2011) we revised the Outlook section on page 21 to include disclosures to facilitate investor understanding of the basis for and limitations of our projections. Future filings will include information as required by Item 10(b) of Regulation S-K.

We trust that we have adequately responded to your requests with regard to the foregoing items. In addition, we acknowledge the following:

* The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

* Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; 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.

Please do not hesitate to contact me at 904-357-9134 with any questions or if additional information is needed.

Sincerely,

/s/ Hans E. Vanden Noort

Hans E. Vanden Noort

Senior Vice President and Chief Financial Officer

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

April 6, 2009

 Mail Stop 4561  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, 2008
Filed 2/27/09
File No. 001-06780
 Dear Mr. Vanden Noort:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 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 filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Note 2. Summary of Significant Accounting Policies, page F-8

Timber, page F-10
 1. Please advise us of your basis for capitaliz ing real estate taxe s and lease rental
payments related to timber assets, and quantify the amount carried on your
balance sheet as of December 31, 2008.

Mr. Hans E. Vanden Noort
Rayonier Inc.
April 6, 2009 Page 2  Note 19. Incentive Stock Plans, page F-31

 Non-Qualified Employee Stock Options, page F-33

 2. Please advise us how you calculated the aggregate intrinsic value for options
outstanding, vested and expected to vest, and exercisable at December 31, 2008.  Please also explain to us and disclose in future filings the difference between
“options vested and expected to vest” and “options exercisable.”

*    *    *    *
 As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please submit a response letter on EDGAR that keys your responses to our comments and provides any requested information.  Detailed response letters greatly  facilitate our review.  Please understand that we may
have additional comments after revi ewing your responses to our comments.

 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 decision.  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 connection with responding 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
filings;

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

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

Mr. Hans E. Vanden Noort
Rayonier Inc. April 6, 2009 Page 3
You may contact Kristi Ma rrone at (202) 551-3429 or me at (202) 551-3486 if
you have questions.          S i n c e r e l y ,
 Daniel L. Gordon    Branch Chief

CORRESP
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filename1.htm

SEC Correspondence

 December 7, 2007

 Ms. Jennifer Gowetski

 Attorney-Advisor

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

Re:
Rayonier Inc. Definitive 14A
Filed April 9, 2007
File No. 001-06780

 Dear Ms. Gowetski:

 This will confirm our discussion of this afternoon and your approval of extending
the deadline for providing a response to your letter of November 30, 2007 from December 14, 2007 to December 31, 2007.

 Sincerely,

 /s/W. Edwin Frazier, III

 cc: L. M. Thomas

CORRESP
1
filename1.htm

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